Greenbriar (OTC: GEBRF) extends C$1M debenture to 2028, cuts conversion price

Rhea-AI Filing Summary

Greenbriar Sustainable Living Inc. plans to amend its unsecured convertible debenture and related warrants. The Company intends to capitalize CAD $120,000 of accrued interest into principal, increasing the Debenture from CAD $1,000,000 to CAD $1,120,000. It also proposes to extend the Debenture’s maturity and conversion period by two years, from June 30, 2026 to June 30, 2028, and to reduce the conversion price from CAD $1.25 to CAD $1.00 per common share, subject to TSX Venture Exchange acceptance.

If the amended CAD $1,120,000 Debenture is fully converted at CAD $1.00 per share, Greenbriar would issue 1,120,000 common shares, subject to exchange approval and adjustment under the Debenture terms. The original issue included 460,000 detachable common share purchase warrants, and the Company proposes to extend their expiry date from June 30, 2026 to June 30, 2028 while keeping the exercise price at CAD $1.30 per share.

Key Figures

Original debenture principal: CAD $1,000,000 Capitalized accrued interest: CAD $120,000 Amended debenture principal: CAD $1,120,000 +5 more

8 metrics

Original debenture principal CAD $1,000,000 Unsecured convertible debenture issued June 30, 2023

Capitalized accrued interest CAD $120,000 Accrued and unpaid interest added to principal

Amended debenture principal CAD $1,120,000 Principal after interest capitalization

Debenture interest rate 12% per annum Rate on unsecured convertible debenture

New conversion price CAD $1.00 per share Reduced from CAD $1.25 per share

Shares on full conversion 1,120,000 shares If CAD $1,120,000 principal converts at CAD $1.00

Detachable warrants issued 460,000 warrants Common share purchase warrants with the Debenture

Warrant exercise price CAD $1.30 per share Exercise price unchanged under proposed amendments

Key Terms

convertible debenture, TSX Venture Exchange, common share purchase warrants, arm's length party, +1 more

5 terms

convertible debenture financial

"amend 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.

TSX Venture Exchange regulatory

"Subject to the acceptance of the TSX Venture Exchange, the Company proposes to amend"

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.

common share purchase warrants financial

"issued together with 460,000 detachable common share purchase warrants"

A common share purchase warrant is a tradable right that lets its holder buy a company’s ordinary shares at a fixed price for a set period, like a coupon that can be redeemed later to buy stock at a predetermined rate. Investors care because warrants offer leverage on future upside—they can magnify gains if the share price rises above the set price—but they can also dilute existing shareholders if used, and they expire worthless if unused.

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 Not now

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

Available on EDGAR 06/24/2026 - 12:59 PM Accepted by SEC EDGAR 06/24/2026 - 12:58 PM Learn about SEC filing dates

FAQ

What debenture amendments did Greenbriar Sustainable Living (GEBRF) announce?

Greenbriar proposes to amend its CAD $1.0 million unsecured convertible debenture by capitalizing CAD $120,000 of accrued interest into principal, extending maturity to June 30, 2028, and reducing the conversion price to CAD $1.00 per share, subject to TSX Venture Exchange acceptance.

How many Greenbriar shares could be issued if the amended debenture is fully converted?

If the amended principal of CAD $1,120,000 is fully converted at the proposed CAD $1.00 per share conversion price, Greenbriar would issue 1,120,000 common shares, subject to TSX Venture Exchange acceptance and adjustment under the Debenture terms.

What is the interest rate and new maturity date of Greenbriar’s debenture?

The unsecured convertible debenture bears interest at 12% per annum. Greenbriar proposes to extend its maturity and conversion period by two years, moving the current June 30, 2026 maturity date to June 30, 2028, subject to TSX Venture Exchange acceptance.

What changes are proposed for Greenbriar’s outstanding warrants linked to the debenture?

The original debenture was issued with 460,000 detachable common share purchase warrants. Greenbriar proposes to extend the Warrants’ expiry date from June 30, 2026 to June 30, 2028, while keeping the exercise price unchanged at CAD $1.30 per common share, subject to exchange acceptance.

Are Greenbriar insiders involved in the CAD $1.0 million debenture and warrants?

The Company states that the Debenture Holder is an arm's length party, and no insider of Greenbriar holds the Debenture or the related 460,000 warrants. This means insiders are not directly participating in these specific securities, based on the disclosed information.

Are Greenbriar’s debenture and warrant amendments finalized?

The proposed amendments to the convertible debenture and warrants remain subject to acceptance by the TSX Venture Exchange. Greenbriar indicates the changes are expected to become effective on or about June 30, 2026, and it will issue another news release if the exchange does not accept them.

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 24, 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 24, 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 Proposed Amendments to CAD $1.0 Million
Convertible Debenture and Warrants

Scottsdale, Arizona, June 24, 2026 - Greenbriar Sustainable Living Inc. (TSXV: GRB) (OTC: GEBRF) ("Greenbriar" or the "Company") announces that it proposes to amend the terms of its outstanding CAD $1.0 million unsecured convertible debenture originally issued on June 30, 2023 and maturing on June 30, 2026 (the "Debenture").

Subject to the acceptance of the TSX Venture Exchange, the Company proposes to amend the Debenture by capitalizing CAD $120,000 of accrued and unpaid interest owing under the Debenture and adding such amount to the principal amount of the Debenture. Following the capitalization of the accrued and unpaid interest, the principal amount of the Debenture would increase from CAD $1,000,000 to CAD $1,120,000.

The Company also proposes to extend the maturity date and conversion period of the Debenture 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.

If the amended principal amount of the Debenture is converted in full at the amended conversion price of CAD $1.00 per common share, the Company would issue 1,120,000 common shares, subject to the acceptance of the TSX Venture Exchange and 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 also proposes to amend 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 will remain 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 will remain unchanged. The proposed amendments remain subject to the acceptance of the TSX Venture Exchange. The amendments are expected to become effective on or about June 30, 2026, subject to the acceptance of the TSX Venture Exchange. The Company will issue a further news release in the event the TSX Venture Exchange does not accept the proposed amendments.

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

- 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 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 proposed amendments to the Debenture and Warrants, the capitalization of accrued and unpaid interest, the amended principal amount of the Debenture, the proposed extension of the maturity date and conversion period of the Debenture, the proposed amendment to the conversion price of the Debenture, the proposed 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.

"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

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 9.8 KB