Greenbriar (OTC: GEBRF) closes placement and shares-for-debt deal
Rhea-AI Filing Summary
Greenbriar Sustainable Living Inc. closed a non-brokered private placement of 625,000 units at CAD $0.40 per unit, raising CAD $250,000 for general working capital. Each unit includes one common share and one warrant exercisable at $0.50 per share until March 13, 2029.
The company also completed a shares-for-debt transaction with Captiva Verde Wellness Corp., settling $625,000 of indebtedness by issuing 1,250,000 common shares at a deemed price of $0.50 per share. Both the private placement and the debt settlement remain subject to TSX Venture Exchange approval, and the securities are subject to a hold period expiring July 14, 2026.
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FAQ
What capital did Greenbriar Sustainable Living Inc. (GEBRF) raise in the March 2026 private placement?
What are the terms of the warrants issued by Greenbriar (GEBRF) in the private placement?
How did Greenbriar (GEBRF) structure its $625,000 debt settlement with Captiva Verde?
When do the hold periods expire for Greenbriar (GEBRF) securities issued in these March 2026 transactions?
What ongoing payment obligations does Greenbriar have to Captiva Verde beyond the $625,000 settled?
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 March 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 March 13, 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: March 13, 2026
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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 and Completion of Shares for Debt Transaction
| March 13, 2026 | Trading Symbol: |
| TSX Venture Exchange: GRB | |
| US OTC Market: GEBRF |
Scottsdale, Arizona, March 16, 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 March 9, 2026. The Private Placement comprises a total of 625,000 units (each, a "Unit") at CAD $0.40 per Unit for gross proceeds of CAD $250,000. 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 $0.50 per Share until March 13, 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 July 14, 2026. Closing of the Private Placement is subject to final approval of the TSX Venture Exchange.
Shares for Debt Settlement
Greenbriar announces that further to its news release of February 25, 2026, the Company has closed the previously announced debt settlement agreement (the "Debt Settlement") with Captiva Verde Wellness Corp. ("Captiva").
Pursuant to the Debt Settlement, Greenbriar is settling $625,000 of debt (the "Indebtedness") owed by Greenbriar to Captiva by issuing Captiva 1,250,000 common shares of Greenbriar at a deemed price of $0.50 per common share.
Details of the Indebtedness
Pursuant to an agreement entered into during the year-ended December 31, 2023, Greenbriar's wholly-owned subsidiary, Greenbriar Capital (U.S.) LLC ("Greenbriar USA"), is required to pay Captiva $5,591,588 in 48 equal installments of $116,491 beginning July 1, 2024, and ending on June 1, 2028. Greenbriar assumed $625,000 of this debt from Greenbriar USA.
The Debt Settlement represents a non-arm's length transaction as the Chief Executive Officer of the Company, Jeffrey Ciachurski, is also a director of Captiva, the Chief Financial Officer of the Company, Anthony Balic, is also the Chief Financial Officer of Captiva, Brian Conlan, a director of the Company, is the Chief Executive Officer of Captiva, and Michael Boyd, a director of the Company, is also a director of Captiva.
The Debt Settlement constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the Debt Settlement does not exceed 25% of the Company's market capitalization.
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"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 |
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The completion of the Debt Settlement remains subject to acceptance by the TSX Venture Exchange.
All securities issued pursuant to the Debt Settlement will be issued pursuant to a prospectus exemption and are subject to a four month and one day hold period that expires on July 14, 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
Chief Executive Officer and Director
Phone: 949.903.5906
The TSX Venture Exchange has not reviewed and does not accept responsibility for the accuracy or adequacy of this release. 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 the closing of the Private Placement, the issuance of Common Shares and Warrants, to the Debt Settlement 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.
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.
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"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 |