Mr. Jeff Ciachurski reports
GREENBRIAR ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT AND COMPLETION OF SHARES FOR DEBT TRANSACTION
Greenbriar Sustainable Living Inc. has closed the non-brokered private placement previously announced in its news release dated March 9, 2026. The private placement comprises a total of 625,000 units at 40 cents per unit for gross proceeds of $250,000. Each init consists of one common share in the capital of the company and one common share purchase warrant, exercisable into one additional share at a price of 50 cents per share until March 13, 2029.
No commissions or finders' fees were payable in connection with the private placement. The proceeds from the private placement will be used for general working capital. The securities issued under the private placement are subject to a four-month hold period that expires on July 14, 2026. Closing of the private placement is subject to final approval of the TSX Venture Exchange.
Share-for-debt settlement
Greenbriar announces that further to its news release of Feb. 25, 2026, the company has closed the previously announced debt settlement agreement with Captiva Verde Wellness Corp.
Pursuant to the debt settlement, Greenbriar is settling $625,000 of debt owed by Greenbriar to Captiva by issuing Captiva 1.25 million common shares of Greenbriar at a deemed price of 50 cents per common share.
Details of the indebtedness
Pursuant to an agreement entered into during the year ended Dec. 31, 2023, Greenbriar's wholly owned subsidiary, Greenbriar Capital (U.S.) LLC (Greenbriar USA), is required to pay Captiva $5,591,588 in 48 equal instalments of $116,491 beginning July 1, 2024, and ending on June 1, 2028. Greenbriar assumed $625,000 of this debt from Greenbriar USA.
The debt settlement represents a non-arm's-length transaction as the chief executive officer of the company, Jeffrey Ciachurski, is also a director of Captiva, the chief financial officer of the company, Anthony Balic, is also the CFO of Captiva, Brian Conlan, a director of the company, is the CEO of Captiva and Michael Boyd, a director of the company, is also a director of Captiva.
The debt settlement constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the debt settlement does not exceed 25 pepr cent of the company's market capitalization.
The completion of the debt settlement remains subject to acceptance by the TSX Venture Exchange.
All securities issued pursuant to the debt settlement will be issued pursuant to a prospectus exemption and are subject to a four-month-and-one-day hold period that expires on July 14, 2026.
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.
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