Mr. Jeff Ciachurski reports
GREENBRIAR TO INITIATE TWO FOR ONE FORWARD STOCK SPLIT
The management of Greenbriar Capital Corp. will undertake a reorganization of Greenbriar's capital structure by way of statutory arrangement pursuant to the Business Corporations Act (British Columbia) resulting in each existing share of Greenbriar being split into two shares comprising one share in the existing company plus one additional share in a new public company holding the Montalva solar assets and any new renewable energy projects.
The proposed reorganization is being viewed as a way to provide greater market awareness and business opportunities of Greenbriar's solar energy projects, which will be transferred to SpinCo, while Greenbriar will retain all remaining assets and business interests it currently holds. Management believes that the separation of Greenbriar's solar energy assets from Greenbriar's remaining assets will provide both Greenbriar and SpinCo with increased flexibility to utilize and exploit their respective assets. Management also feels that by separating its assets into two companies and providing shareholders with proportionate interests in those companies, shareholder value will be increased.
Under proposed terms of the arrangement (and without getting into too much detail), Greenbriar's common shares will, on the date the arrangement becomes effective, be restructured into new common shares and reorganization shares. On the effective date, each shareholder will receive an equal and proportionate number of new common shares of Greenbriar and a proportionate number of reorganization shares for each share of Greenbriar held on the effective date. The reorganization shares will eventually be exchanged so that Greenbriar shareholders will receive additional shares of Spinco. It is contemplated that SpinCo will apply to have its shares listed on the TSX Venture Exchange following completion of the arrangement.
SpinCo may either be financed by project-level financing, a prospectus financing or a private placement on negotiated terms of a price for the financing of Spinco. Greenbriar could be eligible for common shares and/or warrants of SpinCo as a bonus for the arrangement.
On the effective date, all currently outstanding options and warrants will be adjusted and the options and warrants shall be separated so as to be exercisable separately into new common shares and SpinCo common shares on the same proportionate basis as that contemplated under the arrangement. The expiry dates of options and warrants and other material terms thereof shall not be affected by the arrangement.
Greenbriar will request shareholder approval to special resolutions which would have the effect of authorizing the board of directors to complete a reorganization of Greenbriar's shares (and resulting amendments to Greenbriar's notice of articles) by creating and authorizing the issuance of an unlimited number of new common shares and the creation and authorization of the issuance of an unlimited number of reorganization shares as part of Greenbriar's authorized share capital. Shareholder approval will also have to be obtained to approve the arrangement. As well, the arrangement requires court approval under the Business Corporations Act. An interim court order will have to be sought as well as a final court order. Finally, as Greenbriar and SpinCo will ultimately be listed on the TSX Venture Exchange, the reorganization will subject to regulatory approval by the TSX Venture Exchange.
There are a significant number of moving parts in this process, but based on managements initial review of the proposed transaction, the company estimates that the fees for the reorganization will be in the range of $70,000 to $80,000 and the time frame for completion (assuming no unexpected regulatory obstacles) will be approximately four to six months.
About Greenbriar Capital Corp.
Greenbriar is a leading developer of renewable energy, sustainable real estate, real estate blockchain and artificial intelligence. 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.
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