Greenbriar to settle $625,000 Captiva debt with shares

Executive Summary

• Greenbriar Sustainable Living Inc. will settle $625,000 of debt to Captiva Verde Wellness Corp. by issuing 1.25 million common shares at a deemed price of $0.50 per share.
• The settlement is a related‑party transaction involving senior executives and directors who hold positions at both companies; the company is relying on MI 61‑101 exemptions rather than a formal valuation or minority shareholder approval.
• Completion is subject to acceptance by the TSX Venture Exchange, and the issued shares will be subject to a four‑month‑and‑one‑day hold period.

Key Details

• Share Issuance: 1,250,000 common shares at $0.50 per share (deemed price) → total consideration of $625,000.
• Debt Context: Original obligation under an agreement dated year‑ended Dec 31 2023 required Greenbriar Capital (U.S.) LLC to pay Captiva $5,591,588 in 48 monthly instalments of $116,491 from July 1 2024 to June 1 2028.
• Assumed Debt: Greenbriar assumes $625,000 of the above obligation; the remainder stays with Greenbriar USA.
• Related‑Party Nature:
• CEO Jeffrey Ciachurski – director of Captiva.
• CFO Anthony Balic – CFO of Captiva.
• Director Brian Conlan – CEO of Captiva.
• Director Michael Boyd – director of Captiva.
• Regulatory Framework: Transaction qualifies as a “non‑arm’s length” related‑party deal under MI 61‑101; the company is using exemptions under sections 5.5(a) and 5.7(1)(a) because fair market value ≤ 25 % of Greenbriar’s market cap.
• Exchange Approval: Settlement pending acceptance by the TSX Venture Exchange.
• Prospectus Exemption & Hold Period: Shares issued under a prospectus exemption; holders subject to a four‑month‑and‑one‑day lock‑up from issuance date.

Notable Quotes

(No direct quotes were provided in the release.)