Mr. Jeff Ciachurski reports

GREENBRIAR ANNOUNCES USD $3 MILLION CONVERTIBLE DEBENTURE

Greenbriar Sustainable Living Inc. has received $3.0-million (U.S.) in the form of a three-year convertible debenture from a family office in Arizona as bridge to the upcoming $40-million (U.S.) construction facility.

Subject to TSX Venture Exchange approval, Greenbriar will issue $3.0 million (U.S.) in convertible debentures to investors within a family office. The debentures will bear interest at 12 per cent per annum, calculated and paid quarterly commencing on the date of issuance, and will mature 36 months from the date of issuance.

The debentureholders 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 900,000 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 warrants 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 debentures as a bridge to the $40-million (U.S.) construction loan.

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, except if mentioned in U.S. dollars.

Greenbriar is named as one of the top performers on the TSX-V. The 2023 TSX Venture 50 celebrates the strongest performances on the TSX-V over the last year. Comprising 10 companies from each of five industry sectors, the ranking recognizes the strongest performance on the exchange based on market capitalization growth, share price appreciation and trading volume.

The company is extremely proud to have earned a 2023 TSX Venture Top 50 ranking, selected from 1,713 TSX-V public companies. Since inception, Greenbriar has demonstrated its ability to successfully make and develop accretive acquisitions resulting in year-over-year asset growth.

About Greenbriar Capital Corp.

Greenbriar is a leading developer of sustainable real estate and renewable energy. With long-term and high-impact projects, 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.