Item 1.01 Entry into a Material Definitive Agreement.

On November 24, 2020, GSRX Industries Inc. (the "Company") sold all of its Puerto Rican cannabis assets, held by its wholly-owned subsidiary Project 1493, LLC ("Project 1493"), and assigned all related liabilities, licenses and permits, to Puerto Rico Industrial Commercial Holdings Biotech, Corp. ("PRICH Biotech Corp.") in exchange for total aggregate consideration of US$4,643,333, comprised of immediate net cash proceeds to the Company of US$2,243,333, and monthly payments to be received in the amount of US$100,000 over a period of 24 months.

The Company notes that the Puerto Rico Department of Health has approved these transactions.

Item 7.01. Regulation FD Disclosure.

On November 24, 2020, the Corporation issued a press release announcing the sale of Project 1493's Puerto Rican cannabis assets to PRICH Biotech Corp. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.

Item 9.01 Financial Statements and Exhibits.





Exhibit No.   Description

10.1            Option to Purchase Agreement between PRICH Biotech Corp. and
              Project 1493, LLC. (in English)
10.2            Option to Purchase Agreement between PRICH Biotech Corp. and
              Project 1493, LLC. (in Spanish)
99.1            Press Release dated November 24, 2020

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