Greenbriar (OTC: GEBRF) closes C$225K non-brokered unit financing

Rhea-AI Filing Summary

Greenbriar Sustainable Living Inc. closed a non-brokered private placement of 500,000 units at CAD $0.45 per unit for gross proceeds of CAD $225,000, providing additional working capital. Each unit includes one common share and one warrant exercisable at CAD $0.55 per share until May 15, 2029.

No commissions or finder fees were paid on this financing. The issued securities carry a four-month hold period expiring September 16, 2026, and the private placement remains subject to final approval of the TSX Venture Exchange.

Key Figures

Private placement size: CAD $225,000 Units issued: 500,000 units Unit price: CAD $0.45 per unit +3 more

6 metrics

Private placement size CAD $225,000 Gross proceeds from non-brokered private placement

Units issued 500,000 units Total units in May 2026 private placement

Unit price CAD $0.45 per unit Subscription price for each unit

Warrant exercise price CAD $0.55 per share Exercise price for common share purchase warrants

Warrant expiry May 15, 2029 Expiration date of placement warrants

Hold period expiry September 16, 2026 End of four-month hold period on securities

Key Terms

non-brokered private placement, common share purchase warrant, TSX Venture Exchange, forward-looking statements, +1 more

5 terms

non-brokered private placement financial

"Greenbriar announces closing of 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

"one common share purchase warrant exercisable into one additional Share"

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.

TSX Venture Exchange regulatory

"Private Placement remains subject to final 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 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.

working capital financial

"The proceeds from the Private Placement will be used for general working capital"

Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.

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FAQ

What financing did Greenbriar Sustainable Living Inc. (GEBRF) complete?

Greenbriar completed a non-brokered private placement of 500,000 units at CAD $0.45 per unit for gross proceeds of CAD $225,000, adding working capital and issuing both shares and warrants.

How many securities were issued in Greenbriar’s May 2026 private placement?

Greenbriar issued 500,000 units, each consisting of one common share and one common share purchase warrant, as part of a non-brokered private placement closed on May 15, 2026.

What are the terms of the Greenbriar (GEBRF) warrants from this placement?

Each warrant allows the holder to buy one additional common share at CAD $0.55 per share until May 15, 2029, giving investors a long exercise window on the new warrants issued.

How will Greenbriar use the proceeds from the CAD $225,000 financing?

Greenbriar plans to use the CAD $225,000 of gross proceeds for general working capital, supporting its ongoing operations and development activities in sustainable real estate and renewable energy.

Are Greenbriar’s new shares and warrants from this placement freely tradable?

No. The securities issued under the private placement are subject to a four-month hold period that expires on September 16, 2026, limiting trading until that date under applicable securities laws.

Does the Greenbriar private placement need any approvals?

Yes. The private placement remains subject to final approval of the TSX Venture Exchange, meaning completion of all regulatory steps is still pending despite the closing announcement.

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 15, 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 15, 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 Non-Brokered Private Placement

May 15, 2026 Trading Symbol:
TSX Venture Exchange: GRB
US OTC Market:  GEBRF

Scottsdale, Arizona, May 15, 2026 - Greenbriar Sustainable Living Inc. (TSXV: GRB) (OTC: GEBRF) ("Greenbriar" or the "Company") is pleased to announce that it has closed the non-brokered private placement (the "Private Placement") previously announced in its News Release dated May 11, 2026. The Private Placement comprises a total of 500,000 units (each, a "Unit") at CAD $0.45 per Unit for gross proceeds of CAD $225,000. Each Unit consists of one common share in the capital of the Company (each, a "Share") and one common share purchase warrant (each, a "Warrant") exercisable into one additional Share at a price of CAD $0.55 per Share until May 15, 2029.

No commissions or finder 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 September 16, 2026. The Private Placement remains subject to final approval of the TSX Venture Exchange.

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 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 final TSXV approval, the issuance of Common Shares and Warrants and the approval 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.

"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 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.

"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 8.5 KB