Greenbriar Sustainable Living Inc. announced a private placement of convertible debenture for gross proceeds of CAD 4,074,600 ($3,000,000) on November 30, 2023. The transaction included participation from investors within a family office in Arizona. The debentures will bear interest at 12% per annum, calculated and paid quarterly commencing on the date of issuance and will mature on January 11, 2027. The debenture holders will have the right, from time to time and at any time on or prior to 5:00 p.m. on the maturity date, to convert all or any portion of the outstanding principal amount of the debenture into 3,259,680 common shares at a price of CAD 1.25 per common share subject to adjustment pursuant to the terms of the debenture. The debenture holder will be issued 900,000 warrants, Each Warrant entitles the holder to acquire one common share of the Company at an exercise price of CAD 1.30 per common share, subject to adjustment in certain events, for a period expiring on January 11, 2027. The debenture is subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. The closing of the debenture is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the TSX Venture Exchange. the future issuance of common shares upon conversion of the debenture, if any, are subject to the final acceptance of the TSX Venture Exchange.

The TSX Venture Exchange has accepted for filing documentation with respect to the transaction. The transaction included participation from 1 placee.

The company has received $3,000,000 pursuant to Regulation D. The transaction included participation from 1 investor and the company intends to continue transaction for more than 1 year.