Mr. Jeffrey Ciachurski reports

GREENBRIAR ANNOUNCES CLOSING OF USD $3.0 MILLION UNSECURED CONVERTIBLE DEBENTURE PRIVATE PLACEMENT

Further to the news release dated Nov. 30, 2023, Greenbriar Sustainable Living Inc. has closed the $3.0-million (U.S.) unsecured convertible debenture private placement financing with one arm's-length investor. The debenture 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 being Jan. 11, 2027.

The debentureholder has 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 terms of the offering, the debentureholder has been issued 900,000 detachable warrants. Each warrant entitles the holder to acquire one common share of the company at an exercise price of $1.30 per common share, subject to adjustment in certain events, for a period expiring on Jan. 11, 2027.

The offering was conducted under available exemption from the prospectus requirements of applicable securities legislation. Any common shares issuable upon conversion of the debenture or exercise of the warrants are subject to a statutory hold period of four months plus a day from the date of issuance expiring on May 12, 2024, in accordance with applicable securities legislation and policies of the TSX Venture Exchange. The company expects to use the gross proceeds from the debentures as a bridge to the $40-million (U.S.) construction loan.

About Greenbriar Sustainable Living Inc.

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