Greenbriar (OTC: GEBRF) sets C$225K unit financing with 36‑month warrants

Rhea-AI Filing Summary

Greenbriar Sustainable Living Inc. plans a non-brokered private placement of 500,000 units at C$0.45 per unit, for total proceeds of C$225,000. Each unit includes one common share and one common share purchase warrant exercisable at C$0.55 for 36 months. The financing is intended for general working capital, with all units subject to a four-month hold period and completion subject to TSX Venture Exchange approval. No finder’s fees will be paid in connection with this placement.

Insights

Capital markets analyst

Small equity raise with warrants, modest dilution and added cash.

Greenbriar Sustainable Living Inc. is raising C$225,000 through a non-brokered private placement of 500,000 units. Each unit combines one share with a warrant exercisable at C$0.55 for 36 months, adding a potential second capital influx if exercised.

The transaction is earmarked for general working capital, so funds support ongoing operations rather than a specific project. The placement is conditional on TSX Venture Exchange approval and carries a four‑month hold period, which limits immediate trading of the new securities.

Actual impact depends on closing of the placement and any future warrant exercises. Subsequent disclosures may clarify how efficiently the additional capital is deployed and whether further financings are contemplated.

Key Figures

Private placement size: 500,000 units Unit price: C$0.45 per unit Gross proceeds: C$225,000 +3 more

6 metrics

Private placement size 500,000 units Non-brokered private placement

Unit price C$0.45 per unit Private placement pricing

Gross proceeds C$225,000 Total expected from private placement

Warrant exercise price C$0.55 per share Exercise price for attached warrants

Warrant term 36 months Validity period of purchase warrants

Hold period 4 months Resale restriction on issued units

Key Terms

non-brokered private placement, common share purchase warrant, hold period, TSX Venture Exchange, +1 more

5 terms

non-brokered private placement financial

"Greenbriar Announces Non-Brokered Private Placement"

A non-brokered private placement is when a company raises money by selling securities (such as shares or bonds) directly to a small group of chosen investors without using a broker or dealer as a middleman. For investors it matters because it can provide faster, lower-cost access to new investment opportunities but may bring higher risk, less liquidity and potential dilution of existing holdings compared with public offerings.

common share purchase warrant financial

"Each unit comprises one common share and one full common share purchase warrant."

A common share purchase warrant is a tradable contract that gives its holder the right, but not the obligation, to buy a company’s common stock at a specified price within a set period. Think of it like a coupon for future shares: if the stock rises above the coupon price it can boost returns for the holder, but when used it increases the number of outstanding shares and can reduce each existing shareholder’s ownership and affect the company’s cash position.

hold period regulatory

"The units are subject to a four (4) month hold period."

A hold period is a specific span of time during which an investor is required or expected to keep a security or asset and cannot freely sell it or realize its value. It matters because it limits liquidity and can affect tax treatment, risk exposure and timing of gains or losses—like a cooling-off or fixed-term commitment that prevents you from quickly cashing out even if market conditions change.

TSX Venture Exchange regulatory

"The private placement is subject to the approval of the TSX Venture Exchange."

A junior stock exchange in Canada where smaller, early-stage companies list shares to raise capital and gain public visibility. Think of it as a farmers’ market for young businesses: it offers investors a chance to buy into fast-growing but higher-risk ventures, with looser listing rules and typically lower liquidity than major exchanges. It matters because performance and financing on this exchange can signal growth prospects or risk for investors.

forward-looking statements regulatory

"This news release contains forward-looking information and forward-looking statements within the meaning of applicable Canadian and United States securities laws"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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FAQ

What financing did Greenbriar Sustainable Living Inc. (GEBRF) announce on its latest 6-K?

Greenbriar announced a non-brokered private placement of 500,000 units at C$0.45 per unit for gross proceeds of C$225,000. Each unit includes one common share and one warrant, supporting general working capital needs.

What are the terms of the warrants in Greenbriar (GEBRF) private placement?

Each unit includes one common share purchase warrant exercisable at C$0.55 per share for 36 months. If exercised, these warrants could provide additional capital and increase the company’s outstanding common shares over time.

How will Greenbriar Sustainable Living Inc. (GEBRF) use the C$225,000 in proceeds?

The company states that proceeds from the C$225,000 private placement are for general working capital. This typically means funding day-to-day operations, corporate overhead, and near-term business needs rather than a single defined project.

Are there resale restrictions on the new Greenbriar (GEBRF) units from the private placement?

Yes. The units issued under the private placement are subject to a four-month hold period. During this time, investors generally cannot freely resell the securities, which temporarily limits liquidity for these new shares and warrants.

Is the Greenbriar Sustainable Living Inc. (GEBRF) private placement already completed?

Completion is not yet final. The company notes the private placement is subject to TSX Venture Exchange approval. This regulatory step must occur before the offering can fully close and the units be formally issued to investors.

Will Greenbriar (GEBRF) pay any finder’s fees on this private placement?

No. Greenbriar specifies that no finder’s fees will be paid in connection with the non-brokered private placement. This means all gross proceeds of C$225,000 are raised directly without intermediary commission payments.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2026

Commission File No. 000-56391

Greenbriar Sustainable Living Inc.
(Translation of registrant's name into English)

632 Foster Avenue
Coquitlam, British Columbia, Canada V3J 2L7

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

Form 20-F ☑ Form 40-F ☐

SUBMITTED HEREWITH

Exhibits

Exhibit		Description
99.1		News Release dated May 11, 2026

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Greenbriar Sustainable Living Inc.

/s/ Jeff Ciachurski
______________________________________
Jeff Ciachurski
Chief Executive Officer

Date: May 11, 2026

Greenbriar Sustainable Living Inc.
Greenbriar Capital Holdco Inc. 
Greenbriar Capital (US) LLC 632 Foster Avenue, Coquitlam, British Columbia, Canada V3J 2L7
Phone: 949.903.5906    Fax: 604.608.9572
www.greenbriarliving.com

NEWS RELEASE

Greenbriar Announces Non-Brokered Private Placement

May 11, 2026 Trading Symbol: 
TSX Venture Exchange: GRB
US OTC Market:  GEBRF

Scottsdale, Arizona, May 11, 2026 - Greenbriar Sustainable Living Inc. (TSXV: GRB) (OTC: GEBRF) ("Greenbriar" or the "Company") announces that it has arranged a private placement of 500,000 units at CDN $0.45 per unit for total proceeds of CDN $225,000.  Each unit comprises one common share and one full common share purchase warrant. Each warrant is exercisable to acquire one common share at CDN $0.55 per share for a period of 36 months. Proceeds are for general working capital.  The units are subject to a four (4) month hold period. The private placement is subject to the approval of the TSX Venture Exchange. No finder's fees will be paid in connection with the private placement.

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

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release contains forward-looking information and forward-looking statements within the meaning of applicable Canadian and United States securities laws (collectively, "forward-looking statements"). Forward-looking statements relate to future events or future performance and include, without limitation, statements regarding the completion of the Private Placement, the issuance of Common Shares and Warrants, and approval of the Private Placement by the TSX Venture Exchange. Forward-looking statements are often identified by words such as "anticipate", "believe", "plan", "estimate", "expect", "potential", "target", "budget", "propose" and "intend", and similar expressions, including statements that events or results "may", "will", "should", "could" or "might" occur.

"Greenbriar Capital Corp. was recognized as a TSX Venture 50® company in 2014 and 2023. 
TSX Venture 50 is a trade-mark of TSX Inc. and is used under license."

Toronto Venture Exchange Symbol: GRB | US OTC Symbol: GEBRF

- 2 -

Forward-looking statements are based on assumptions and expectations regarding future events and involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied by such statements. These factors include, among other things, general economic and market conditions, regulatory approvals and the Company's ability to complete the Private Placement as proposed. There can be no assurance that forward-looking statements will prove to be accurate and actual results and future events may differ materially from those anticipated in such statements.

Readers are cautioned not to place undue reliance on forward-looking statements. Additional information regarding risks and uncertainties is described under the heading "Risks and Uncertainties" in the Company's most recently filed MD&A available on SEDAR+ at www.sedarplus.ca. The Company does not undertake any obligation to update or revise any forward-looking statements except as required by applicable law. 

"Greenbriar Capital Corp. was recognized as a TSX Venture 50® company in 2014 and 2023. 
TSX Venture 50 is a trade-mark of TSX Inc. and is used under license."

Toronto Venture Exchange Symbol: GRB | US OTC Symbol: GEBRF

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 8.1 KB