Greenbriar (OTC: GEBRF) extends $1.0M debenture maturity and warrant terms

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

Greenbriar Sustainable Living Inc. has amended its CAD $1.0 million unsecured convertible debenture and related warrants after receiving acceptance from the TSX Venture Exchange. The debenture’s maturity and conversion period are extended two years from June 30, 2026 to June 30, 2028, and the conversion price is reduced from CAD $1.25 to CAD $1.00 per common share, making up to 1,000,000 shares issuable on conversion. The 12% debenture, originally issued with 460,000 detachable warrants, now has warrants expiring June 30, 2028, while their CAD $1.30 exercise price remains unchanged. Interest may be paid in cash or, at the company’s election, in shares under a shares-for-debt arrangement.

Key Figures

Debenture principal: CAD $1,000,000 Interest rate: 12% per annum Old conversion price: CAD $1.25 per share +5 more

8 metrics

Debenture principal CAD $1,000,000 Aggregate principal amount outstanding under the convertible debenture

Interest rate 12% per annum Interest rate on the unsecured convertible debenture

Old conversion price CAD $1.25 per share Original conversion price before amendment

New conversion price CAD $1.00 per share Amended conversion price of the debenture

Maximum shares on conversion 1,000,000 shares Maximum common shares issuable from CAD $1,000,000 principal at CAD $1.00

Warrants issued 460,000 warrants Detachable common share purchase warrants issued with the debenture

Warrant exercise price CAD $1.30 per share Exercise price of the detachable warrants, unchanged by amendment

Extended maturity and expiry June 30, 2028 New debenture maturity, conversion period end, and warrant expiry date

Key Terms

convertible debenture, shares-for-debt transaction, TSX Venture Exchange, detachable common share purchase warrants, +2 more

6 terms

convertible debenture financial

"amendments to the terms of its outstanding CAD $1.0 million unsecured convertible debenture"

A convertible debenture is a long-term loan a company issues that pays interest like a bond but can be turned into a set number of the company’s shares under pre-agreed terms. For investors it matters because it mixes safety and upside: you get regular interest and higher repayment priority like a lender, yet you also hold an option to become a shareholder if the stock rises, which can dilute existing owners and change risk and return profiles.

shares-for-debt transaction financial

"through a shares-for-debt transaction. Any interest settled through a shares-for-debt transaction"

A shares-for-debt transaction is when a company settles what it owes by issuing new shares to creditors instead of paying cash, effectively converting loans or unpaid bills into equity. For investors this matters because it reduces the company’s debt load but increases the number of shares outstanding, which can dilute existing ownership, change control dynamics, and signal the company’s cash strain or a move to strengthen its balance sheet — like swapping an IOU for a bigger slice of the pie.

TSX Venture Exchange regulatory

"it has received acceptance from the TSX Venture Exchange (the "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.

arm's length party financial

"The Debenture Holder is an arm's length party to the Company"

An arm's length party is an independent person or company that conducts a transaction free from special ties, influence, or favoritism from the other side — like buying a car from a stranger rather than a close friend or family member. Investors care because deals with arm's length parties are more likely to show fair market prices and ordinary commercial terms, making it easier to judge a company’s true value and avoid hidden conflicts of interest.

forward-looking statements regulatory

"This news release includes "forward-looking statements" and "forward-looking information""

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 06/30/2026 - 06:10 AM Accepted by SEC EDGAR 06/29/2026 - 08:51 PM

FAQ

What debenture did Greenbriar Sustainable Living (GEBRF) amend in this 6-K?

Greenbriar amended its unsecured convertible debenture with a principal amount of CAD $1,000,000. The debenture was originally issued on June 30, 2023, as part of a private placement and bears interest at 12% per annum with associated common share purchase warrants.

How did Greenbriar (GEBRF) change the conversion terms of its CAD $1.0 million debenture?

Greenbriar extended the debenture’s maturity and conversion period from June 30, 2026 to June 30, 2028. It also reduced the conversion price from CAD $1.25 to CAD $1.00 per common share, allowing the CAD $1,000,000 principal to convert into up to 1,000,000 common shares.

What happened to the Greenbriar (GEBRF) warrants issued with the debenture?

The 460,000 detachable common share purchase warrants now expire on June 30, 2028 instead of June 30, 2026. Their exercise price remains CAD $1.30 per common share, subject to adjustment under the warrant terms, and all other warrant provisions are unchanged.

Can Greenbriar (GEBRF) pay debenture interest in shares instead of cash?

Yes. Any accrued and unpaid interest on the debenture may be settled in cash or, at Greenbriar’s election, through a shares-for-debt transaction. Any interest paid in shares will use the market price at settlement, in line with TSX Venture Exchange policies.

When do the amended Greenbriar (GEBRF) debenture and warrant terms take effect?

The TSX Venture Exchange has accepted the amendments, which are effective on or about June 30, 2026. From that date, the extended maturity, revised conversion price, and extended warrant expiry apply according to the debenture and warrant terms.

Is the holder of Greenbriar’s CAD $1.0 million debenture an insider of GEBRF?

No. The company states the debenture holder is an arm’s length party, and that no insider of Greenbriar holds the debenture or the associated 460,000 warrants. This indicates the instrument is held by a non-insider counterparty.

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 June 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 June 29, 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: June 29, 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 Closing of Amendments to CAD $1.0 Million
Convertible Debenture and Warrants

Scottsdale, Arizona, June 29, 2026 - Greenbriar Sustainable Living Inc. (TSXV: GRB) (OTC: GEBRF) ("Greenbriar" or the "Company") is pleased to announce that, further to its news release dated June 24, 2026, it has received acceptance from the TSX Venture Exchange (the "Exchange") for amendments to the terms of its outstanding CAD $1.0 million unsecured convertible debenture originally issued on June 30, 2023 (the "Debenture").

The total proceeds of the Debenture are CAD $1,000,000, being the aggregate principal amount outstanding under the Debenture. The total proceeds do not include any accrued interest. Any accrued and unpaid interest owing under the Debenture may be settled in cash or, at the Company's election, through a shares-for-debt transaction. Any interest settled through a shares-for-debt transaction will be based on the market price of the Company's common shares at the time of settlement, in accordance with the policies of the Exchange.

The Company has amended the Debenture to extend the maturity date and conversion period by two years, from June 30, 2026 to June 30, 2028, and to reduce the conversion price of the Debenture from CAD $1.25 per common share to CAD $1.00 per common share, subject to adjustment in accordance with the terms of the Debenture.

The aggregate principal amount of CAD $1,000,000 outstanding under the Debenture is convertible into a maximum of 1,000,000 common shares at the amended conversion price of CAD $1.00 per common share, subject to adjustment in accordance with the terms of the Debenture.

The Debenture was originally issued pursuant to the Company's private placement announced on June 22, 2023, and closed on July 6, 2023. The Debenture bears interest at 12% per annum and was issued together with 460,000 detachable common share purchase warrants (collectively, the "Warrants"). The Debenture Holder is an arm's length party to the Company, and no insider of the Company holds the Debenture or the Warrants.

The Company has also amended the expiry date of the Warrants by extending the expiry date by two years, from June 30, 2026 to June 30, 2028. The exercise price of the Warrants remains unchanged at CAD $1.30 per common share, subject to adjustment in accordance with the terms of the Warrants.

All other terms of the Debenture and Warrants remain unchanged. The amendments to the Debenture and Warrants have been accepted by the Exchange and are effective on or about June 30, 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.

ON BEHALF OF THE BOARD OF DIRECTORS

"Jeff Ciachurski"

Jeffrey J. Ciachurski, CEO and Director, 949-903-5906

"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."

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

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 includes "forward-looking statements" and "forward-looking information" within the meaning of applicable 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 amendments to the Debenture and Warrants, the settlement of accrued and unpaid interest in securities of the Company, the extension of the maturity date and conversion period of the Debenture, the amendment to the conversion price of the Debenture, the extension of the expiry date of the Warrants, the number of common shares issuable upon conversion of the Debenture and the acceptance of the TSX Venture Exchange.

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. 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. The Company does not undertake to update or revise any forward-looking statements, except in accordance with applicable law.

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

1 document

Press Releases

EX-99.1 EXHIBIT 99.1 9.4 KB