Greenbriar Sustainable closes financing, settles debt

Executive Summary

• Greenbriar Sustainable Living Inc. has closed a non-brokered private placement, raising $250,000 in gross proceeds through the issuance of 625,000 units.
• The company has also closed a debt settlement agreement with Captiva Verde Wellness Corp., issuing 1.25 million common shares to settle $625,000 of indebtedness.
• Both transactions involve related parties and are subject to final approval or acceptance by the TSX Venture Exchange.

Key Details

• Private Placement Details:

  • Structure: Non-brokered private placement.
  • Units Issued: 625,000 units.
  • Price: 40 cents per unit.
  • Gross Proceeds: $250,000.
  • Warrant Terms: Each unit includes one common share purchase warrant, exercisable into one additional share at $0.50 per share.
  • Warrant Expiry: March 13, 2029.
  • Use of Proceeds: General working capital.
  • Fees: No commissions or finders' fees payable.
  • Hold Period: Four-month hold period expiring on July 14, 2026.
  • Regulatory Status: Subject to final approval of the TSX Venture Exchange.

• Debt Settlement Details:

  • Counterparty: Captiva Verde Wellness Corp.
  • Debt Settled: $625,000 (assumed from Greenbriar Capital (U.S.) LLC).
  • Consideration: 1.25 million common shares of Greenbriar.
  • Deemed Price: 50 cents per common share.
  • Original Debt Context: Part of a $5,591,588 obligation payable in 48 equal installments of $116,491 beginning July 1, 2024, and ending June 1, 2028.
  • Hold Period: Four-month-and-one-day hold period expiring on July 14, 2026.
  • Regulatory Status: Subject to acceptance by the TSX Venture Exchange.

• Related Party / Conflict of Interest Details:

  • The debt settlement is a non-arm's-length transaction involving multiple directors and officers of Greenbriar who also hold positions at Captiva:
    • Jeffrey Ciachurski (CEO of Greenbriar) is a director of Captiva.
    • Anthony Balic (CFO of Greenbriar) is the CFO of Captiva.
    • Brian Conlan (Director of Greenbriar) is the CEO of Captiva.
    • Michael Boyd (Director of Greenbriar) is a director of Captiva.
  • The transaction constitutes a related party transaction under Multilateral Instrument 61-101.
  • Exemptions from formal valuation and minority shareholder approval were relied upon under sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value does not exceed 25% of the company's market capitalization.

Notable Quotes

• None provided in the text.