Greenbriar Provides Update with Respect to Debt Settlement with Captiva Verde Wellness Corp.

Rhea-AI Summary

Greenbriar Sustainable Living (TSXV: GRB) (OTC Pink: GEBRF) has announced progress on its debt settlement agreement with Captiva Verde Wellness Corp. The company will settle $1,000,000 of debt by issuing 2,197,802 common shares to Captiva at $0.455 per share.

This debt is part of a larger $5,591,588 obligation held by Greenbriar's subsidiary, Greenbriar Capital (U.S.) , which requires 48 monthly payments of $116,491 from July 1, 2024, to June 1, 2028. The transaction is considered non-arm's length due to shared executive leadership between the companies.

The debt settlement remains subject to TSX Venture Exchange approval, and issued securities will have a four-month and one-day hold period.

Positive

• Reduction of $1,000,000 in debt obligations
• Settlement through share issuance preserves cash resources

Negative

• Significant remaining debt of $5,591,588 with monthly payments of $116,491
• Share issuance will cause dilution for existing shareholders
• Non-arm's length transaction due to shared management raises potential conflict of interest concerns

Scottsdale, Arizona--(Newsfile Corp. - December 30, 2024) - Greenbriar Sustainable Living Inc. (TSXV: GRB) (OTC Pink: GEBRF) ("Greenbriar" or the "Company") announces, further to its news release of August 30, 2024, that it is proceeding with its previously announced debt settlement agreement (the "Debt Settlement") with Captiva Verde Wellness Corp. ("Captiva").

Pursuant to the Debt Settlement, Greenbriar is settling $1,000,000 of debt (the "Indebtedness") owed by Greenbriar to Captiva by issuing Captiva 2,197,802 common shares of Greenbriar at a deemed price of $0.455 per common share.¹

Details of the Indebtedness

Pursuant to an agreement entered into during the year-ended December 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 installments of $116,491 beginning July 1, 2024 and ending on June 1, 2028 (as disclosed in Note 16 of Greenbriar's condensed consolidated interim financial statements for the three and six months ended June 30, 2024 and 2024).² Greenbriar assumed $1,000,000 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 the Chief Executive Officer of Captiva, the Chief Financial Officer of the Company, Anthony Balic, is also the Chief Financial Officer of Captiva and Michael Boyd, a director of the Company, is also a director of Captiva.

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 from the date of issuance.

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.

ON BEHALF OF THE BOARD OF DIRECTORS

"Jeff Ciachurski"

Jeffrey J. Ciachurski
Chief Executive Officer and Director
Phone: 949.903.5906

The Exchange has not reviewed and does not accept responsibility for the accuracy or adequacy of this release. Neither the Exchange nor its Regulation Service Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release includes "forward-looking statements" and "forward-looking information" within the meaning of Canadian securities laws and United States securities laws (together, "forward-looking statements"). All statements included in this news release, other than statements of historical fact, are forward-looking statements including, without limitation, statements with respect to the Debt Settlement and any acceptance by the TSX Venture Exchange. Forward-looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as "anticipate", "believe", "plan", "estimate", "expect", "potential", "target", "budget", "propose" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions and includes the negatives thereof.

Forward-looking statements are based on a number of assumptions and estimates that, while considered reasonable by management based on the business and markets in which the Company operates, are inherently subject to significant operational, economic, and competitive uncertainties, risks and contingencies. These include assumptions regarding, among other things: general business and economic conditions. There can be no assurance that forward-looking statements will prove to be accurate and actual results, and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include those described under the heading "Risks and Uncertainties" in the Company's most recently filed MD&A (a copy of which is available under the Company's SEDAR profile at www.sedarplus.ca). The Company does not undertake to update or revise any forward-looking statements, except in accordance with applicable law.

---

¹ The $0.455 deemed price is equivalent to the Company's closing share price on August 30, 2024, the day the Debt Settlement was announced.

² The associated Management's Discussion and Analysis was amended and restated as at December 17, 2024, and filed under the Company's SEDAR+ at www.sedarplus.ca.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/235468

FAQ

How much debt is Greenbriar (GEBRF) settling with Captiva Verde Wellness Corp?

Greenbriar is settling $1,000,000 of debt by issuing 2,197,802 common shares at $0.455 per share to Captiva Verde Wellness Corp.

What is the total debt obligation of Greenbriar's US subsidiary to Captiva?

Greenbriar Capital (U.S.) owes Captiva $5,591,588, to be paid in 48 monthly installments of $116,491 from July 2024 to June 2028.

What is the share price for GEBRF's debt settlement with Captiva?

The debt settlement shares are being issued at a deemed price of $0.455 per common share.

When will the GEBRF shares issued for debt settlement be freely tradeable?

The shares will have a four-month and one-day hold period from the date of issuance before becoming freely tradeable.

Why is GEBRF's debt settlement considered a non-arm's length transaction?

The transaction is non-arm's length because key executives, including the CEO and CFO, hold positions in both Greenbriar and Captiva Verde Wellness Corp.