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 non‑arm’s‑length related‑party transaction involving senior executives who hold positions at both companies; it relies on exemptions under MI 61‑101.
• Completion is subject to acceptance by the TSX Venture Exchange, and the issued shares will be subject to a 4‑month‑plus‑1‑day hold period.

Key Details

• Settlement Structure: issuance of 1,250,000 common shares at $0.50 per share (deemed price) to extinguish $625,000 of debt owed by Greenbriar to Captiva Verde Wellness Corp.
• Underlying Debt: original obligation of $5,591,588 payable in 48 monthly instalments of $116,491 from July 1 2024 through June 1 2028 (Greenbriar assumed $625,000 of this debt).
• 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 for exemption from formal valuation and minority‑shareholder approval under MI 61‑101 sections 5.5(a) and 5.7(1)(a), as the fair market value does not exceed 25 % of Greenbriar’s market capitalization.
• Exchange Approval: Settlement remains pending acceptance by the TSX Venture Exchange.
• Prospectus Exemption & Hold Period: All shares issued under a prospectus exemption; they are subject to a hold period of four months and one day from issuance date.

Notable Quotes

(No executive quotes were provided in the release.)