Mr. Jeffrey Ciachurski reports

GREENBRIAR CAPITAL ANNOUNCES CONVERTIBLE DEBENTURE AND UPDATE ON THE SAGE RANCH OPTION AND JOINT VENTURE AGREEMENT WITH CAPTIVA VERDE WELLNESS CORP

Greenbriar Capital Corp. intends to issue a $1.0-million unsecured convertible debenture to an investor. The debenture will bear interest at 12 per cent per annum, calculated and paid quarterly commencing on the date of issuance, and maturing 36 months from the date of issuance.

The debentureholder will have the right, from time to time and at any time on or prior to 5 p.m. Pacific Time on the maturity date, to convert all or any portion of the outstanding principal amount of the debenture into common shares of the company, at a price of $1.25 per common share subject to adjustment pursuant to the terms of the debenture.

As part of the proposed debenture financing, the debentureholder will be issued 460,000 warrants, where the debentureholder will have the right, from time to time and at any time on or prior to 5 p.m. Pacific Time on the maturity date, to convert all or any portion of the principal amount into common shares of the company, at a price of $1.30 per common share subject to adjustment pursuant to the terms of the debenture.

The debenture is subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. The company expects to use the gross proceeds from the debenture for Sage Ranch and general working capital purposes.

Closing of the debenture is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the TSX Venture Exchange. The future issuance of common shares upon conversion of the debenture, if any, are subject to the final acceptance of the TSX Venture Exchange.

All references to currency are in Canadian dollars.

Joint venture agreement with Captiva Verde Wellness Corp.

Greenbriar and Captiva Verde Wellness have tentatively agreed on a settlement of the Sage Ranch option and joint venture agreement. Pursuant to the terms of the option and joint venture agreement, Captiva would earn a 50-per-cent net profits interest in Sage Ranch by: Captiva paying Greenbriar a cash payment of $112,500 (Captiva satisfied this payment in 2018 under the terms of the previous sale agreement); Captiva issuing Greenbriar common shares (Captiva satisfied this payment in 2018 through the issuance of 10,687,500 common shares under the terms of the previous sale agreement); and Captiva financing the applicable permitting and development costs for the Sage Ranch project (Captiva is in default on such financing obligations as no funding has been provided since November, 2021).

Greenbriar and Captiva have agreed that Greenbriar will pay Captiva 10 per cent of Sage Ranch's net profits per year until the $5,591,588 that Captiva has spent on the property is repaid. Subsequent to the amount being repaid, Captiva will no longer have any further net profits interest in and to the Sage Ranch project.

About Greenbriar Capital Corp.

Greenbriar is a leading ESG (environmental, social and governance) alternative asset developer of renewable energy and sustainable real estate. With long-term, high-impact, contracted sales agreements in key project locations and led by a successful, industry-recognized operating and development team, Greenbriar targets deep valued assets directed at accretive shareholder value.

We seek Safe Harbor.