Greenbriar arranges C$990K placement pending approval

Placement proceeds are intended mainly for Sage Ranch permit engineering, while debt holders are described as willing to convert $6.5 million to $8 million.

Rhea-AI Filing Summary

Greenbriar Sustainable Living Inc. arranged a non-brokered private placement of 2,200,000 units at CDN $0.45 per unit, for total proceeds of CDN $990,000.00, subject to approval by the TSX Venture Exchange and the Board. Each unit includes one common share and one full common share purchase warrant, exercisable to acquire one common share at CDN $0.55 per share for 36 months; the units have a four-month hold period. Proceeds are mainly for Sage Ranch engineering costs to file final construction permits. Jeff Ciachurski, Chief Executive Officer and Director, will cash fund 1,000,000 units; the President will fund 200,000 units. No finder’s fees will be paid.

Separately, AGM approval covered up to CAD $8 million in convertible preferred shares at CAD $1.00 per share. The company said debt holders with $6.5 million to $8 million are willing to convert and that it will issue subscription agreements this week. The preferred shares convert into common shares one-for-one, carry one vote per share with no special voting rights, are perpetual, and have no fixed or mandatory interest rate or payment or mandatory redemptions. The board may vote to issue a cumulative dividend of up to 8% per year.

Key Figures

Private placement units: 2,200,000 units Unit price: CDN $0.45 per unit Total proceeds: CDN $990,000.00 +5 more

8 metrics

Private placement units 2,200,000 units Units arranged

Unit price CDN $0.45 per unit Private placement

Total proceeds CDN $990,000.00 Private placement

Warrant exercise price CDN $0.55 per share Each warrant is exercisable to acquire one common share

Warrant exercise period 36 months Per warrant

Hold period Four months Private placement units

Convertible preferred share approval Up to CAD $8 million AGM approval

Debt holders willing to convert $6.5 million to $8 million Convertible preferred shares

Key Terms

Non-brokered private placement, Common share purchase warrant, Hold period, Convertible preferred shares, +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

"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

"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.

Convertible preferred shares financial

"up to CAD $8 million in convertible preferred shares"

Convertible preferred shares are a type of stock that pays priority dividends and has a higher claim on assets than common shares, but can be exchanged later for a set number of common shares. For investors, they offer a safety-and-upside mix: steady income and protection like a senior ticket, plus the option to convert into common stock if the company grows — a decision that affects potential returns and how much existing owners’ stakes may be diluted.

Cumulative dividend financial

"at a maximum of 8% per year and cumulative if voted affirmative"

A cumulative dividend is a feature on certain dividend-paying securities—most often preferred shares—where any missed or unpaid dividend payments build up like an IOU and must be paid to those shareholders before common shareholders receive dividends. For investors this matters because it makes expected income more reliable and gives holders priority on future payouts, which affects yield, perceived safety, and the security’s value compared with noncumulative alternatives.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many units is GEBRF placing, and at what price?

Greenbriar arranged 2,200,000 units at CDN $0.45 per unit, for total proceeds of CDN $990,000.00. Each unit includes one common share and one warrant exercisable to acquire one common share at CDN $0.55 per share for 36 months. The placement is subject to approval by the TSX Venture Exchange and the Board.

What are the terms of GEBRF’s convertible preferred shares?

Greenbriar received AGM approval for up to CAD $8 million at CAD $1.00 per share. Debt holders with $6.5 million to $8 million are willing to convert. The shares convert one-for-one, carry one vote each, are perpetual, and have no fixed or mandatory interest rate or payment or mandatory redemptions. Any dividend is at the board’s discretion, up to 8% per year and cumulative if approved.

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

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Available on EDGAR 10/06/2026 - 02:14 PM Accepted by SEC EDGAR 10/06/2026 - 02:14 PM Learn about SEC filing dates

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 October 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 October 6, 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: October 6, 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

October 6^th, 2026 Trading Symbol: 
TSX Venture Exchange: GRB
US OTC Market:  GEBRF

Scottsdale, Arizona, October 6^th, 2026 - Greenbriar Sustainable Living Inc. (TSXV: GRB) (OTC: GEBRF) ("Greenbriar" or the "Company") announces that it has arranged a private placement of 2,200,000 units at CDN $0.45 per unit for total proceeds of CDN $990,000.00.  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 mainly Sage Ranch engineering costs to file the final construction permits for grading, sewer, drainage, water, curb, gutter, internal roads and dry utilities.  The units are subject to a four (4) month hold period. The private placement is subject to the approval of the TSX Venture Exchange and the Board. No finder's fees will be paid in connection with the private placement.

The CEO of the company will cash fund one million units and the President 200,000 units.

Further to the company receiving AGM approval for up to CAD $8 million in convertible preferred shares at CAD $1.00 per share, the company has between $6.5 million to $8 million in debt holders willing to convert, and will issue the subscription agreements this week. The preferred shares have no special voting rights and will only have one vote per share. This shows good leadership from the company with the conversion at CAD $1.00 per share into common at 1 for 1. There is no fixed or mandatory interest rate or payment, no mandatory redemptions and are perpetual. The board may vote at its discretion at any time to issue a dividend, but at a maximum of 8% per year and cumulative if voted affirmative. This moves between CAD $6.5 million to CAD $8 million from the liabilities into the equity account and cleans up the balance sheet. The company may seek the preferred shares to be listed.

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

“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 -

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.

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 9.4 KB