Greenbriar closes C$1.22M placement, approval pending

Proceeds are intended primarily for Sage Ranch engineering costs associated with filing final construction permits.

Available on EDGAR 11/09/2026 - 11:23 AM EST Accepted by SEC EDGAR 11/09/2026 - 11:22 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Greenbriar Sustainable Living Inc. closed an upsized non-brokered private placement of 2,700,000 units at CAD $0.45 each, for gross proceeds of CAD $1,215,000; the placement remains subject to final approval of the TSX Venture Exchange. Each unit contains one common share and one warrant for one additional share at CAD $0.55, exercisable until November 5, 2029. Proceeds are intended primarily for Sage Ranch engineering costs to file final construction permits. Insiders subscribed for 1,500,000 units for gross proceeds of CAD $675,000; the company classified their participation as a related party transaction and relied on MI 61-101 exemptions from formal valuation and minority shareholder approval. The securities are subject to a statutory hold period of four months and one day, expiring March 6, 2027. Jeffrey Ciachurski will be appointed Executive Chairman, while Daniel Kunz will relinquish the Chairman role and remain a director.

Key Figures

Placement units: 2,700,000 units Unit price: CAD $0.45 per unit Gross proceeds: CAD $1,215,000 +3 more

6 metrics

Placement units 2,700,000 units Closed private placement

Unit price CAD $0.45 per unit Private placement

Gross proceeds CAD $1,215,000 Private placement

Warrant exercise price CAD $0.55 per share Warrants exercisable until November 5, 2029

Insider subscriptions 1,500,000 units Gross proceeds of CAD $675,000

Statutory hold period Four months and one day Expires March 6, 2027

Key Terms

non-brokered private placement, common share purchase warrant, statutory hold period, related party transaction, +1 more

5 terms

non-brokered private placement financial

"closed its upsized 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"

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.

statutory hold period regulatory

"subject to a statutory hold period of four months and one day"

A statutory hold period is a legally required time window during which newly issued securities or shares received by insiders cannot be sold. It matters to investors because it affects when those shares can enter the market, influencing supply, short-term liquidity and potential price pressure—think of it like a temporary “no-sell” tag that prevents an immediate flood of items onto a store shelf after a big restock.

related party transaction regulatory

"constitutes a related party transaction"

A related party transaction is any deal or transfer of value between a company and people or entities with close ties to it — such as executives, major owners, family members, or affiliated businesses. Investors watch these transactions because they can favor insiders over outside shareholders, skirt fair market pricing, or hide risks; like selling your car to a relative at a friendly price, they require clear disclosure and scrutiny to judge impact on value.

formal valuation regulatory

"exemptions from the formal valuation and minority shareholder approval requirements"

A formal valuation is a documented, expert estimate of what a company or asset is worth, prepared using accepted methods and evidence and often performed by an independent specialist. Investors care because it provides a reliable price benchmark for buying, selling, lending, reporting or tax purposes—think of it like a professional home appraisal that helps buyers, sellers and lenders agree on a fair value and reduce surprises.

FAQ

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

How much did GEBRF raise in its private placement?

Greenbriar closed a private placement of 2,700,000 units at CAD $0.45 per unit for gross proceeds of CAD $1,215,000. The placement remains subject to final approval of the TSX Venture Exchange.

How much did insiders subscribe for in GEBRF's private placement?

Insiders subscribed for an aggregate of 1,500,000 units for gross proceeds of CAD $675,000. Their participation constituted a related party transaction under MI 61-101. The company stated that neither the fair market value of the securities issued to insiders nor the consideration they paid exceeded 25% of its market capitalization.

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

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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 November 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 November 5, 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: November 9, 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 Upsized Non-Brokered Private Placement

November 5, 2026	Trading Symbol:
	TSX Venture Exchange: GRB
	US OTC Market:  GEBRF

Scottsdale, Arizona, November 5, 2026 - Greenbriar Sustainable Living Inc. (TSXV: GRB) (OTC: GEBRF) ("Greenbriar" or the "Company") is pleased to announce that it has closed its upsized non-brokered private placement (the "Private Placement") previously announced in its news releases dated October 6, 2026 and October 20, 2026. The Private Placement comprises a total of 2,700,000 units (each, a "Unit") at CAD $0.45 per Unit for gross proceeds of CAD $1,215,000. 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 November 5, 2029.

No commissions or finder fees were payable in connection with the Private Placement. The Company intends to use the proceeds from the Private Placement primarily for Sage Ranch engineering costs to file final construction permits for grading, sewer, drainage, water, curb, gutter, internal roads and dry utilities. The securities issued under the Private Placement are subject to a statutory hold period of four months and one day that expires on March 6, 2027. The Private Placement remains subject to final approval of the TSX Venture Exchange.

Insiders of the Company subscribed for an aggregate of 1,500,000 Units under the Private Placement for gross proceeds of CAD $675,000. The participation of insiders in the Private Placement 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 relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities issued to, nor the consideration paid by, such insiders exceeded 25% of the Company's market capitalization. The Company did not file a material change report more than 21 days before the closing of the Private Placement, as the details of the participation of insiders had not been confirmed at that time and the Company wished to close the Private Placement in an expeditious manner for sound business reasons.

With the recent senior management changes announced November 4, 2026, Jeffrey Ciachurski will be appointed Executive Chairman of the board of directors. Daniel Kunz will relinquish his role as Chairman but remain a member of the board of directors.

"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 -

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 the intended use of proceeds of the Private Placement and final approval of the Private Placement 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.

"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 10.0 KB