Greenbriar Sustainable Living Inc 6-K, filed Sep 3, 2024
Greenbriar Sustainable Living Inc. (GEBRF)
About this 6-K
Greenbriar Sustainable Living Inc filed this 6-K on September 3, 2024.
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 September 2024
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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) ☐
SUBMITTED HEREWITH
Exhibits
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: August 29, 2024
NOTICE
RE: CONDENSED CONSOLIDATED INTERIM FINANCIALS STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023
The second quarter financial statements for the three and six months ended June 30, 2024 and 2023 have not been reviewed by the auditors of Greenbriar Sustainable Living Inc.
GREENBRIAR SUSTAINABLE LIVING INC.
"Anthony Balic"
Anthony Balic
Chief Financial Officer
Greenbriar Sustainable Living Inc.
Condensed Consolidated Interim Financial Statements
For Three and Six Months Ended June 30, 2024 and 2023
(Unaudited - amounts expressed in Canadian dollars, except where indicated)
| Greenbriar Sustainable Living Inc. Condensed Consolidated Interim Statements of Financial Position As at June 30, 2024 and December 31, 2023 (amounts expressed in Canadian dollars, except where indicated) |
| Note | As at June 30, 2024 |
As at December 31, 2023 |
|||||||
| Assets | |||||||||
| Current assets | |||||||||
| Cash | $ | - | $ | 47,098 | |||||
| Deposits and prepaid expenses - short term | 522,159 | 507,878 | |||||||
| Other receivables | 9,376 | 3,476 | |||||||
| Marketable securities | 6 | 1,847,745 | 1,785,510 | ||||||
| Loan receivable | 4 | - | 206,947 | ||||||
| 2,379,280 | 2,550,909 | ||||||||
| Non-current assets | |||||||||
| Deposits and prepaid expenses - long term | 76,217 | 51,192 | |||||||
| Sage Ranch | 5 | 13,713,035 | 12,333,170 | ||||||
| Power project acquisition and development costs | 7 | 7,656,356 | 7,175,580 | ||||||
| Total assets | $ | 23,824,888 | $ | 22,110,851 | |||||
| Liabilities | |||||||||
| Current liabilities | |||||||||
| Overdraft | 70,208 | - | |||||||
| Accounts payable and accrued liabilities | 8 | 4,357,127 | 3,822,969 | ||||||
| Loans payable and promissory note | 9 | 1,532,628 | 781,322 | ||||||
| Joint venture settlement obligation | 11 | 1,397,897 | 698,950 | ||||||
| Convertible debenture | 10 | 2,978,088 | 2,698,761 | ||||||
| Convertible debenture derivative | 10 | 954,261 | 1,027,427 | ||||||
| 11,290,209 | 9,029,429 | ||||||||
| Non-current liabilities | |||||||||
| Joint venture settlement obligation | 11 | 2,493,392 | 3,298,141 | ||||||
| Convertible debenture | 10 | 811,983 | 785,129 | ||||||
| Total liabilities | 14,595,584 | 13,112,699 | |||||||
| Shareholders' equity | |||||||||
| Share capital | 12 | 27,833,597 | 26,410,615 | ||||||
| Reserves | 12 | 9,022,681 | 9,405,117 | ||||||
| Accumulated other comprehensive income | 1,343,155 | 653,192 | |||||||
| Deficit | (28,970,129 | ) | (27,470,772 | ) | |||||
| Total shareholders' equity | 9,229,304 | 8,998,152 | |||||||
| Total liabilities and shareholders' equity | $ | 23,824,888 | $ | 22,110,851 |
Nature of operations and going concern (note 1)
Commitments and contingencies (note 17)
Subsequent events (note 18)
Approved by the Board of Directors
| ”Jeff Ciachurski” | Director | ”Cliff Webb” | Director |
| Greenbriar Sustainable Living Inc. Condensed Consolidated Interim Statements of Loss and Comprehensive Loss For the three and six months ended June 30, 2024 and 2023 (amounts expressed in Canadian dollars, except where indicated) |
| Notes | Three months ended June 30, |
Six months ended June 30, |
||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||
| General and administration expenses | ||||||||||||||||||
| Consulting and management fees | 16 | $ | (209,655 | ) | $ | (189,969 | ) | $ | (475,245 | ) | $ | (318,765 | ) | |||||
| General and administrative | (150,501 | ) | (123,785 | ) | (313,546 | ) | (273,822 | ) | ||||||||||
| Marketing and donations | (356 | ) | (19,251 | ) | (14,883 | ) | (50,116 | ) | ||||||||||
| Finance cost | (144,186 | ) | (17,889 | ) | (283,616 | ) | (24,304 | ) | ||||||||||
| Share-based payment expense | 12 | (129,196 | ) | - | (129,196 | ) | (131,793 | ) | ||||||||||
| Professional fees | (98,670 | ) | (201,797 | ) | (210,954 | ) | (365,568 | ) | ||||||||||
| (732,564 | ) | (552,691 | ) | (1,427,440 | ) | (1,164,368 | ) | |||||||||||
| Other (expenses) income, net | ||||||||||||||||||
| Foreign exchange gain (loss) | (86,688 | ) | 19,785 | (171,019 | ) | 23,578 | ||||||||||||
| Loss on settlement of accounts payable and accrued liabilities | 8 | - | - | (8,634 | ) | - | ||||||||||||
| Interest income | - | 6,805 | - | 29,215 | ||||||||||||||
| Fair value adjustment on derivative liability | 10 | 48,504 | - | 107,736 | - | |||||||||||||
| Loss | (770,748 | ) | (526,101 | ) | (1,499,357 | ) | (1,111,575 | ) | ||||||||||
| Other comprehensive income (loss) | ||||||||||||||||||
| Cumulative translation adjustment | 209,797 | (289,082 | ) | 689,963 | (301,421 | ) | ||||||||||||
| Total comprehensive loss | $ | (560,951 | ) | $ | (815,183 | ) | $ | (809,394 | ) | $ | (1,412,996 | ) | ||||||
| Loss per share-basic and diluted | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.04 | ) | $ | (0.03 | ) | ||||||
| Weighted average shares outstanding-basic and diluted | 35,038,421 | 33,645,109 | 34,420,867 | 33,645,109 | ||||||||||||||
| Greenbriar Sustainable Living Inc. Consolidated Statements of Changes in Shareholders’ Equity For the Six months ended June 30, 2024 and 2023 (amounts expressed in Canadian dollars, except where indicated) |
| Notes | Shares | Share capital |
Option reserves |
Warrants reserves |
Convertible debenture reserves |
Accumulated |
Deficit | Total Shareholders' Equity |
||||||||||||||||||||||||
| Balance at December 31, 2023 | 34,078,355 | $ | 26,410,615 | $ | 4,911,526 | $ | 4,456,372 | $ | 37,219 | $ | 653,192 | $ | (27,470,772 | ) | $ | 8,998,152 | ||||||||||||||||
| Loss for the period | - | - | - | - | - | - | (1,499,357 | ) | (1,499,357 | ) | ||||||||||||||||||||||
| Options exercised | 12 | 463,000 | 813,050 | (328,750 | ) | - | - | - | - | 484,300 | ||||||||||||||||||||||
| Warrants exercised | 12 | 631,000 | 609,932 | - | (182,882 | ) | - | - | - | 427,050 | ||||||||||||||||||||||
| Share-based payment expense | 12 | - | - | 129,196 | - | - | - | - | 129,196 | |||||||||||||||||||||||
| Cumulative translation adjustment | - | - | - | - | - | 689,963 | - | 689,963 | ||||||||||||||||||||||||
| Balance at June 30, 2024 | 35,172,355 | $ | 27,833,597 | $ | 4,711,972 | $ | 4,273,490 | $ | 37,219 | $ | 1,343,155 | $ | (28,970,129 | ) | $ | 9,229,304 | ||||||||||||||||
| Balance at December 31, 2022 | 33,474,855 | $ | 25,490,912 | $ | 4,008,171 | $ | 3,789,197 | $ | - | $ | 1,033,389 | $ | (24,842,524 | ) | $ | 9,479,145 | ||||||||||||||||
| Loss for the period | - | - | - | - | - | - | (1,111,575 | ) | (1,111,575 | ) | ||||||||||||||||||||||
| Private placement | 12 | 360,000 | 291,857 | - | 158,143 | - | - | - | 450,000 | |||||||||||||||||||||||
| Share issuance cost | 12 | (7,482 | ) | - | - | - | - | - | (7,482 | ) | ||||||||||||||||||||||
| Options exercised | 12 | 238,500 | 652,335 | (272,835 | ) | - | - | - | - | 379,500 | ||||||||||||||||||||||
| Share-based payment expense | 12 | - | - | 131,793 | - | - | - | - | 131,793 | |||||||||||||||||||||||
| Cumulative translation adjustment | - | - | - | - | - | (301,421 | ) | - | (301,421 | ) | ||||||||||||||||||||||
| Conversion of debt to warrants | 12 | - | - | - | 185,426 | - | - | - | 185,426 | |||||||||||||||||||||||
| Reserves - equity portion (convertible) | - | - | - | - | 37,219 | - | - | 37,219 | ||||||||||||||||||||||||
| Balance at June 30, 2023 | 34,073,355 | $ | 26,427,622 | $ | 3,867,129 | $ | 4,132,766 | $ | 37,219 | $ | 731,968 | $ | (25,954,099 | ) | $ | 9,542,605 |
| Greenbriar Sustainable Living Inc. Consolidated Statements of Cash Flows For the three and six months ended June 30, 2024 and 2023 (amounts expressed in Canadian dollars, except where indicated) |
| Note |
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||
| Cash used from operating activities | |||||||||||||||||
| Loss for the period | $ | (770,748 | ) | $ | (526,101 | ) | $ | (1,499,357 | ) | $ | (1,111,575 | ) | |||||
| Items not affecting cash | |||||||||||||||||
| Unrealized foreign exchange gain (loss) | 86,688 | (21,104 | ) | 171,019 | (23,236 | ) | |||||||||||
| Loss on settlement of account payable and accrued liabilities | 8 | - | - | 8,634 | - | ||||||||||||
| Share-based payment expense | 12 | 129,196 | - | 129,196 | 131,793 | ||||||||||||
| Accrued interest income | - | (6,805 | ) | - | (29,125 | ) | |||||||||||
| Accretion on convertible debenture | 10 | 106,867 | - | 210,115 | - | ||||||||||||
| Fair value of derivative liability | 10 | (48,504 | ) | - | (107,736 | ) | - | ||||||||||
| (496,501 | ) | (554,010 | ) | (1,088,129 | ) | (1,032,143 | ) | ||||||||||
| Change in non-cash operating working capital | |||||||||||||||||
| Decrease (increase) in receivables and prepaid expenses | (14,687 | ) | 25,038 | 332,741 | (827 | ) | |||||||||||
| Increase (decrease) in accounts payable and accrued liabilities | (333,187 | ) | (384,837 | ) | (495,954 | ) | (306,358 | ) | |||||||||
| (844,375 | ) | (913,809 | ) | (1,251,342 | ) | (1,339,328 | ) | ||||||||||
| Cash flows used in investing activities | |||||||||||||||||
| Sage ranch | 5 | - | (572,151 | ) | (92,868 | ) | (797,945 | ) | |||||||||
| Power project development and construction costs | 7 | (6,963 | ) | (25,831 | ) | (115,303 | ) | (37,998 | ) | ||||||||
| (6,963 | ) | (597,982 | ) | (208,171 | ) | (835,943 | ) | ||||||||||
| Cash flows used in financing activities | |||||||||||||||||
| Cash paid on executive loans interest | - | (27,000 | ) | (44,000 | ) | (27,000 | ) | ||||||||||
| Cash received on executive loans | - | - | - | 59,580 | |||||||||||||
| Cash paid on shareholder loans interest | - | - | - | - | |||||||||||||
| Subscription received in advance | - | (150,000 | ) | - | - | ||||||||||||
| Cash received from shareholder | 9 | - | - | 550,000 | 50,000 | ||||||||||||
| Options exercises | 12 | 319,300 | - | 484,300 | 379,500 | ||||||||||||
| Warrants exercises | 12 | 421,000 | - | 427,050 | - | ||||||||||||
| Cash paid on shareholder | 9 | - | (125,000 | ) | - | (125,000 | ) | ||||||||||
| Convertible debt issuance | 10 | - | 1,000,000 | - | 1,000,000 | ||||||||||||
| Private placement proceeds | - | 386,000 | - | 386,000 | |||||||||||||
| Share issuance cost | - | (7,482 | ) | - | (7,482 | ) | |||||||||||
| Promissory note | 95,857 | - | 95,857 | - | |||||||||||||
| Subscription received in advance | - | (150,000 | ) | - | - | ||||||||||||
| Related company loan | - | 451,550 | - | 468,550 | |||||||||||||
| Repayment of joint venture settlement obligation | 11 | (15,000 | ) | - | (171,000 | ) | - | ||||||||||
| 821,157 | 1,528,068 | 1,342,207 | 2,184,148 | ||||||||||||||
| Increase (decrease) in cash | $ | (30,181 | ) | $ | 16,277 | $ | (117,306 | ) | $ | 8,877 | |||||||
| Cash - beginning of period | (40,027 | ) | 17,550 | 47,098 | 24,950 | ||||||||||||
| Cash (overdraft) - end of period | $ | (70,208 | ) | $ | 33,827 | $ | (70,208 | ) | $ | 33,827 | |||||||
The accompanying notes are an integral part of these consolidated financial statements.
| Greenbriar Sustainable Living Inc. Consolidated Statements of Cash Flows For the three and six months ended June 30, 2024 and 2023 (amounts expressed in Canadian dollars, except where indicated) |
| Supplemental cash flow information | 2024 | 2023 | ||||
| $ | $ | |||||
| Accrued investment property through accounts payables | 949,985 | 5,013,367 | ||||
| Accrued power project development costs through accounts payable | 184,661 | 144,774 | ||||
| Reclass from loan receivable to joint venture settlement obligation | 377,947 | - | ||||
| AP paid by Executive and classified as loan payable | 79,262 | - | ||||
| Cash interest paid | - | - | ||||
| Taxes paid | - | - |
| Greenbriar Sustainable Living Inc. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2024 and 2023 (amounts expressed in Canadian dollars, except where indicated) |
1 Nature of operations and going concern
Greenbriar Sustainable Living Inc. (formerly "Greenbriar Capital Corp.") ("Greenbriar" or the "Company") is a developer of entry-level housing, renewable energy, green technology and sustainable investment projects. Greenbriar was incorporated under the British Columbia Business Corporations Act on April 2, 2009 and is a real estate issuer on the TSX Venture Exchange. The Company's registered records office is located at Suite 1500 - 1055 West Georgia Street, Vancouver, BC, V6E 4N7. The Company is listed as a Tier 2 real estate issuer. The Company's shares trade on the exchange under the symbol "GRB". The Company changed its name from Greenbriar Capital Corp. to Greenbriar Sustainable Living Inc. effective November 15, 2023.
These consolidated financial statements have been prepared on the basis that the Company is a going concern, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The nature of the Company's primary business is the acquisition, management, development, and possible sale of real estate and renewable energy projects. The Company had a loss of $1,499,357 (2023 - $1,111,575) for the six months ended June 30, 2024. As at June 30, 2024, the Company had an accumulated deficit of $28,970,129 (deficit of December 31, 2023 - $27,470,772) and a working capital deficiency of $8,910,929 (December 31, 2023 - deficiency of $6,478,520). To date, the Company has no history of earning revenues. If the Company is unable to raise any additional funds to undertake planned development, it could have a material adverse effect on its financial condition. These events and conditions indicate that a material uncertainty exists that raises substantial doubt on the Company's ability to continue as a going concern. If the going concern basis were not appropriate for these consolidated financial statements, then significant adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses, and the classifications used in the statement of financial position. These adjustments may be material.
Recent global issues, including the ongoing political conflict in other regions have adversely affected workplaces, economies, supply chains, and financial markets globally. It is not possible for the Company to predict the duration or magnitude of the adverse results of these issues and their effects on the Company's business or results of operations this time.
2 Basis of presentation
These unaudited condensed consolidated interim financial statements have been prepared in accordance with IAS 34 - Interim Financial Reporting as issued by the International Accounting Standards Board ("IASB"). Accordingly, certain disclosures included in annual financial statements prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the IASB have been condensed or omitted and these unaudited condensed interim consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2023.
The Company's management makes judgments in its process of applying the Company's accounting policies in the preparation of its unaudited interim condensed consolidated financial statements. In addition, the preparation of the financial data requires that the Company's management make assumptions and estimates of the effects of uncertain future events on the carrying amounts of the Company's assets and liabilities at the end of the reporting period and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates as the estimation process is inherently uncertain. Estimates are reviewed on an ongoing basis based on historical experience and other factors that are considered to be relevant under the circumstances. Revisions to estimates and the resulting effects on the carrying amounts of the Company's assets and liabilities are accounted for prospectively. The critical judgments and estimates applied in the preparation of the Company's unaudited condensed interim consolidated financial statements are consistent with those applied and disclosed in the Company's consolidated financial statements for the year ended December 31, 2023. In addition, other than noted below, the accounting policies applied in these unaudited condensed interim consolidated financial statements are consistent with those applied and disclosed in the Company's audited financial statements for the year ended December 31, 2023. The Company's interim results are not necessarily indicative of its results for a full year.
The Company's interim results are not necessarily indicative of its results for a full year.
These unaudited condensed consolidated interim financial statements were approved by the Board of Directors on August 29, 2024.
3 Material accounting policies
The preparation of these consolidated financial statements in conformity with IFRS requires management to make judgments and estimates and form assumptions that affect the reporting amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period.
| Greenbriar Sustainable Living Inc. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2024 and 2023 (amounts expressed in Canadian dollars, except where indicated) |
On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, revenue, and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions. Revisions to estimates and the resulting effects on the carrying amounts of the Company's assets and liabilities are accounted for prospectively.
Key areas of judgment
Functional currency
The functional currency for the Company and its subsidiaries is the currency of the primary economic environment in which each operates. The Company's functional and local currency is the Canadian dollar. The functional currency of the Company's subsidiaries is the US dollar. The determination of functional currency may require certain judgments to determent the primary economic environment. The Company reconsiders the functional currency used when there is a change in events and conditions which determined the primary economic environment.
Assets' carrying values and impairment charges
In determining carrying values and impairment charges the Company looks at recoverable amounts, defined as the higher of value in use or fair value less cost to sell in the case of assets, and at objective evidence that identifies significant or prolonged decline of fair value on financial assets indicating impairment. These determinations and their individual assumptions require that management make a decision based on the best available information at each reporting period.
Going concern of operations
These consolidated financial statements do not give effect to adjustments, if any, that would be necessary should the Company be unable to continue as a going concern. If the going concern assumption was not used, then the adjustments required to report the Company's assets and liabilities on a liquidation basis could be material to these financial statements.
Marketable securities
The determination of the fair value requires significant judgement by the Company, on the date of purchase, and at each reporting date thereafter, consistent with fair value accounting guidance in accordance with IFRS 13, Fair Value Measurement.
Tax
Uncertainties exist with respect to the interpretation of complex tax regulations and the amount and timing of future taxable income. Deferred tax assets are recognized for all unused tax losses to the extent that it is probable that taxable earnings will be available against which the losses can be utilized. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable earnings together with future tax planning strategies.
Key sources of estimation uncertainty
Share-based payments
Amounts recorded for share-based payments are subject to the inputs used in the Black-Scholes option pricing model, including estimates such as volatility, forfeiture, dividend yield and expected option life.
Convertible debentures
Convertible debentures are separated into their liability and equity components on the statement of financial position. The liability component is initially recognized at fair value, calculated as the net present value of the liability, using estimated interest rates based upon non-convertible debentures issued by comparable issuers, and accounted for at amortized cost using the effective interest rate method.
Derivative Liability
The Company measures the fair value of the derivative by reference to the fair value on the convertible debenture issuance date with an estimated life ending on the convertible debenture maturity date and revalues them at each reporting date. In determining the fair value for the derivative liability, the Company used the Geometric Brownain motion model with the following assumptions: annualized volatility rate; market price of shares at the reporting date; risk-free interest rate; the remaining expected life of the embedded derivatives and an exchange rate at the reporting date. Changes to these estimates could result in the fair value of the derivative liability being less than or greater than the amount recorded.
| Greenbriar Sustainable Living Inc. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2024 and 2023 (amounts expressed in Canadian dollars, except where indicated) |
Joint venture settlement obligation
The liability is initially recognized at fair value, calculated as the net present value of the liability, using estimated interest rates based upon debt issued by comparable issuers, and accounted for at amortized cost using the effective interest rate method.
4 Loan Receivable
| June 30, 2024 | December 31, 2023 | |||||||
| Opening balance | $ | 206,947 | $ | 644,990 | ||||
| Funds received, net of advances granted | 171,000 | (467,976 | ) | |||||
| Interest receivable | - | 29,933 | ||||||
| Reclassed to offset joint venture settlement obligation (note 11) | (377,947 | ) | - | |||||
| Ending receivable balance - classified as current | $ | - | $ | 206,947 |
As at June 30, 2024, the Company had a loan receivable of $nil (December 31, 2023 - $206,947) from Captiva Verde Wellness Corp. ("Captiva") which represents a non-arm's length transaction as the CEO of the Company, Jeffrey Ciachurski, is also the CEO of Captiva and the CEO of the Company and the CFO of the Company Anthony Balic, is also the CFO of Captiva and Michael Boyd, a director of the Company, is also a director of the Captiva.
On April 20, 2022, the Company entered into a promissory note with Captiva for $775,000 which accrued interest at the rate of 8% per annum for a term of 24 months. The promissory note matures on April 20, 2024. Under the terms of the note, additional advances may be extended subject to the same terms and conditions. As at June 30, 2024, interest income of $nil (December 31, 2023 - $29,933) has been accrued. During the period ended June 30, 2024, the Company and Captiva agreed to net the receivable against the joint venture settlement obligation (note 11).
5 Sage Ranch
| June 30, 2024 | December 31, 2023 | |||||||
| Opening balance | $ | 12,333,170 | $ | 5,456,419 | ||||
| Land appraisal & related fees | 676,128 | 1,638,531 | ||||||
| Captiva Joint Venture Settlement | - | 3,811,504 | ||||||
| Accretion (note 11) | 272,145 | 185,587 | ||||||
| Water rights | - | 1,376,556 | ||||||
| Unrealized foreign exchange | 431,592 | (135,427 | ) | |||||
| $ | 13,713,035 | $ | 12,333,170 |
On September 27, 2011, the Company acquired property in Tehachapi, California (the "Sage Ranch Project" or "Tehachapi Property") with the intent to develop a residential subdivision. The Company applies the cost model for its investment property and has recorded $nil depreciation as the project is still under development.
On October 6, 2018, the Company entered into an agreement to sell a 50% undivided interest in the Sage Ranch Project to Captiva, which represents a non-arm's length transaction. The Company received 10,687,500 common shares of Captiva which had a fair value of $1,068,750 and $112,500 in cash for total consideration of $1,181,250 ("Sale Agreement").
On August 10, 2020, the Company entered into an option and joint venture agreement (the "Option and Joint Venture Agreement") with Captiva amending the terms of the Sale Agreement.
| Greenbriar Sustainable Living Inc. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2024 and 2023 (amounts expressed in Canadian dollars, except where indicated) |
Pursuant to the terms of the Option and Joint Venture Agreement, Captiva's 50% interest in the Sage Ranch Project was converted into an option to earn (the "Option") a 50% net profits interest in the Tehachapi Property by:
1. Captiva paying the Company a cash payment of $112,500 (the "Cash Payment") (Captiva satisfied this payment in 2018 under the terms of the Sale Agreement);
2. Captiva issuing the Company common shares (the "Share Payment") (Captiva satisfied this payment in 2018 through the issuance of 10,687,500 common shares under the terms of the Sale Agreement); and
3. Captiva funding the applicable permitting and development costs for the Sage Ranch Project (Captiva was in default on such funding obligations).
Captiva had until the earlier of: (i) August 20, 2025 and (ii) the date the Company receives final approval from the City of Tehachapi (and other required regulatory approval) to build houses on the Tehachapi Property, to exercise the Option.
If Captiva made the payments summarized above by the required time, Captiva would have exercised the Option and automatically acquired a 50% net profits interest in and to the Sage Ranch Project. If Captiva exercised the Option, then Captiva and the Company would have immediately entered into a joint venture (the "Joint Venture") pursuant to the terms of the Option and Joint Venture Agreement. Pursuant to the terms of the Joint Venture, the Company and the Captiva were required to evenly split all net profits derived from the Sage Ranch Project.
Captiva was in default of its funding obligations under the Option and Joint Venture Agreement. On June 22, 2023 and amended on August 21, 2023, the Company entered into an agreement with Captiva whereby the Company will repay Captiva the amount funded by Captiva under the Option and Joint Venture Agreement (equal to $5,591,588) in 48 equal monthly installments of $116,491 starting on August 22, 2024, with the last payment on June 1, 2028. Amounts payable to Captiva under the agreement relate to the reimbursement of costs incurred by Captiva under the Option. Subsequent to the amount being repaid, Captiva will no longer have any further net profits interest in and to the Sage Ranch Project. During the year ended December 31, 2023, the present value of $3,811,504 of these future payments was discounted at a rate of 13.43%. During the period ended June 30, 2024, $272,145 (December 31, 2023 - $185,587) of accretion has been accrued to the project (Note 11).
On November 13, 2023, the Sage Ranch Project received Planning Commission approval for the Sage Ranch Precise Development Plan ("PDP").
During the year ended December 31, 2023, the Company entered into an option agreement to purchase up to 115 acre-feet of water rights at USD $29,260 per acre-feet and as part of the agreement paid a $1,376,556 non-refundable deposit. During the period ended June 30, 2024, the Company has not purchased any water rights under this option agreements.
The fair value of the development project as a whole is not possible to reliably estimate as of yet, given we have not yet received all necessary permits or begun construction.
6 Marketable securities and investment in associate
| December 31, 2023 Fair value |
Acquired |
Disposed | FX Adjusted | June 30, 2024 Fair value |
||||||||||||||||
| Green Matters | 1,785,510 | - | - | 62,235 | 1,847,745 | |||||||||||||||
| Total | $ | 1,785,510 | $ | - | $ | - | $ | 62,235 | $ | 1,847,745 | ||||||||||
| December 31, 2022 Fair value |
Acquired | Disposed | FX Adjusted | December 31, 2023 Fair value |
||||||||||||||||
| Green Matters | $ | 1,819,800 | $ | - | $ | - | $ | (34,290 | ) | $ | 1,785,510 | |||||||||
| Total | $ | 1,819,800 | $ | - | $ | - | $ | (34,290 | ) | $ | 1,785,510 |
| Greenbriar Sustainable Living Inc. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2024 and 2023 (amounts expressed in Canadian dollars, except where indicated) |
As at June 30, 2024, the Company held 900,000 (December 31, 2023 - 900,000) shares in Green Matters Technologies Inc. ("Green Matters") which is a private Canadian corporation. As at June 30, 2024, the shares were valued at USD $1.50 (December 31, 2023 - USD $1.50)
7 Power project acquisition and development costs
| Development Costs | Acquisition Costs | Total | ||||||||||
| December 31, 2022 | $ | 5,308,549 | $ | 1,693,000 | $ | 7,001,549 | ||||||
| Additions | 342,323 | - | 342,323 | |||||||||
| Unrealized foreign exchange | (128,542 | ) | (39,750 | ) | (168,292 | ) | ||||||
| December 31, 2023 | $ | 5,522,330 | $ | 1,653,250 | $ | 7,175,580 | ||||||
| Additions | 237,544 | - | 237,544 | |||||||||
| Unrealized foreign exchange | 185,607 | 57,625 | 243,232 | |||||||||
| June 30, 2024 | 5,945,481 | 1,710,875 | 7,656,356 |
Montalva Project
In April 2013, the Company entered into a 50/50 arrangement to create AG Solar One LLC ("AG Solar") with Alterra Power Corp. ("Alterra") (the "Arrangement"). The Arrangement was created to develop 100 Megawatts ("MW's") of solar generation capacity in Puerto Rico under a Master Renewable Power Purchasing and Operating Agreement ("PPOA"), dated December 20, 2011, and amended on March 16, 2012 (the "Master Agreement"), with Puerto Rico Electric Power Authority ("PREPA") through its wholly owned subsidiary, PBJL Energy Corporation ("PBJL").
On July 12, 2013, the Company signed a Membership Interest Purchase and Sale Agreement ("MIPSA") with Magma Energy (U.S.) Corp. ("Magma"), a subsidiary of Alterra, and amended on October 11, 2013, whereby the Company will purchase from Alterra its 50% interest in and to the shares of AG Solar. The consideration was US $1.25 Million. The Company completed the MIPSA on September 12, 2014 (the "Acquisition Date") and the Company now owns 100% of AG Solar.
Under the terms of the Master Agreement, the Company filed its 100 MW AC Montalva Solar Project with PREPA ("Montalva" or the "Montalva Project")) on September 5, 2013, requesting an interconnection evaluation and issuance of the project specific PPOA for Montalva included and agreed in the Master Agreement. After numerous delays by PREPA and failed attempts by the Company requesting the interconnection evaluation and issuance of a project specific PPOA for Montalva, the Company filed a Notice of Default under the Master Agreement with PREPA on September 24, 2014. PREPA responded to the Notice of Default on November 3, 2014, taking the position that it had other PPOAs issued that would exceed its system renewable capacity and could not accept any additional renewable projects and further had met its obligations under the Master Agreement. It's the Company's position that the Master Agreement is a specific performance agreement and not an option agreement at PREPA's discretion and that PREPA is liable for damages.
On May 15, 2015, the Company, filed a legal action against PREPA in the courts of Puerto Rico in order to protect and enforce its rights under the Master Agreement. On September 9, 2016, the Superior Court of Puerto Rico denied an application by PREPA to have the case for contractual enforcement and damages dismissed. The Company may now proceed to have the court enforce the agreement, or in lieu of enforcement, direct PREPA to pay US $210 Million in monetary damages, or both. In May of 2018 the Company filed a US Federal RICO lawsuit seeking US $951 Million in damages from PREPA.
On February 6, 2019, the Company announced that PREPA wanted to re-open negotiations to move forward the Montalva Project. The Company met with PREPA representatives in 2019 and commenced negotiations. PREPA subsequently agreed to designate Montalva as a Legacy Project with equal rights and privileges as the other executed and surviving PPOAs awaiting final approval by Puerto Rico Energy Bureau ("PREB") and FOMB.
On May 19, 2020, the Company announced that it has reached an agreement with PREPA on a 25-year 80 MW PPOA for the development, construction, and operation of the Montalva Project, as a Legacy Project with preferential rights. On May 28, 2020, the Governing Board of PREPA approved the contract.
On August 7, 2020, the Company received unanimous PPOA approval from PREB and the Montalva PPOA moved on to final approval by the FOMB. On February 26, 2021, the FOMB, having issued a decision to approve only 150 MW of the Legacy Projects based on identifying the top ranked projects as a result of a competitive ranking of projects by PREPA, subsequently approved only two of the sixteen Legacy Projects excluding the approval of the Montalva Project along with the remaining Legacy Projects. However, the competitive ranking of the Legacy Projects prepared by PREPA, and provided to FOMB for selection of the two projects approved by FOMB, was flawed and failed to include credit for Montalva also providing four-hours of battery storage in its base price and design, not provided by any of the other Legacy Projects and providing substantial PREPA and ratepayer savings not provided by the other projects. The Company began the process of seeking avenues to have the FOMB decision overturned or to have the FOMB approve Montalva as the top ranked project. As part of this process, the Company filed a formal claim against PREPA before PREB. As a result, PREPA indicated its preference to negotiate a settlement rather than adjudicate PBJL's case against PREPA in front of PREB.
| Greenbriar Sustainable Living Inc. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2024 and 2023 (amounts expressed in Canadian dollars, except where indicated) |
On October 3, 2023, the Company announced that further to many years of litigation with the PREPA in both the Commonwealth and US Federal Courts, plus litigation in front of PREB, both parties executed a pro forma settlement agreement beneficial to both parties. The settlement agreement provides for, among other things: (i) PBJL withdrawing its US $951 Million claim against PREPA; (ii) PBJL pricing that is less than or similar to the RFP Public Tranche contracts; (iii) providing four hours of 45% storage included within its base price; (iv) using the Montalva PPOA previously approved by PREPA in 2020 as the base document for final settlement; (v) PBJL covering transmission upgrades; (vi) using a project size of 80MWac (160MWdc); and (vii) providing an option for 160MWac (320MWdc) project at PREPA's sole discretion. The settlement agreement provides the basis of a final settlement PPOA to be drafted and agreed between the parties. A final settlement PPOA was drafted and submitted to PREPA on July 1, 2024, for its concurrence before submission to PREB for its approval and then to FOMB. PBJL is awaiting a response by PREPA to finalize the settlement PPOA. The technical work on interconnection with LUMA Energy, who is the power company responsible for power distribution and power transmission in the Commonwealth of Puerto Rico, will happen under the PPOA after PREB and FOMB approval. A previous interconnection study and evaluation preformed by Sargent & Lundy Engineers, under the direction of PREPA, established the availability of 80 MW of transmission capacity available for Montalva. The Company anticipates moving forward with the development of the Montalva Solar Project as soon as practicable once the settlement PPOA is approved by FOMB.
Land Lease Option Agreements
Included in the power project development and construction costs balance for AG Solar are costs related to land lease option payments.
The company currently has four separate land lease option agreements covering six parcels for the construction of Montalva. Two parcels are located in the Municipality of Guanica and other four in the Municipality of Lajas. The parcels are contiguous to each other. Upon execution of the options, these land leases provide for a term of twenty-five years and such leases may be extended for up to four additional consecutive periods of five years each, at the Company's option, for the purposes of the Company developing the Montalva Project.
On various dates since execution of the land lease option agreement, the parties have executed separate amendments to extend the expiration date. During the period ended June 30, 2024, the Company entered into additional extension agreements extending the option term on all agreements to December 31, 2024 and agreeing to make future payments totalling US$221,000. During the period ending June 30, 2024, the Company made payment totalling USD$95,000 (December 31, 2023 - USD$105,667), related to extension agreements.
8 Accounts payable and accrued liabilities
| June 30, 2024 | December 31, 2023 | |||||||
| Accounts payable | $ | 1,709,176 | $ | 905,340 | ||||
| Accrued liabilities | 2,079,821 | 2,141,336 | ||||||
| Accrued interest | 568,130 | 776,293 | ||||||
| Total accounts payable and accrued liabilities | $ | 4,357,127 | $ | 3,822.969 |
During the period ended June 30, 2024, the Company recorded a loss on reversal of accounts payable of $8,634 (December 31, 2023- $321,115 of gain). During the period ended June 30, 2024, the Company settled $nil (December 31, 2023 - $64,000) in accounts payable through the issuance of units in a private placement (Note 12).
| Greenbriar Sustainable Living Inc. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2024 and 2023 (amounts expressed in Canadian dollars, except where indicated) |
9 Loans payable
| Shareholder loans | June 30, 2024 | December 31, 2023 | ||||||
| Principal opening balance | $ | 499,631 | $ | 460,496 | ||||
| Net Addition | 550,000 | 50,000 | ||||||
| Unrealized foreign exchange | 17,414 | (10,865 | ) | |||||
| Principal ending balance | $ | 1,067,045 | $ | 499,631 |
In September 2014, the Company received two loans from an independent shareholder that bear interest of 10% per annum, compounded monthly, are non-secured and are due on demand. During the period ended June 30, 2024, the Company received $550,000 in additional loans from shareholders which are unsecured, non-interest bearing loans which are due on demand. As at June 30, 2024, total accrued interest was $239,446 (December 31, 2023 - $213,057) and was included in account payables and accrued liabilities.
| Director loans | June 30, 2024 | December 31, 2023 | ||||||
| Principal opening balance | $ | 251,691 | $ | 257,742 | ||||
| Repayment | - | - | ||||||
| Unrealized foreign exchange | 8,773 | (6,051 | ) | |||||
| Principal ending balance | $ | 260,464 | $ | 251,691 |
The loans bear interest of between 10% and 12% per annum, are non-secured, and are repayable on demand During the period ended June 30, 2024, the Company repaid $250,000 in accrued interest and ss at June 30, 2024, total interest accrued was $324,501 (December 31, 2023 - $515,790) and was included in account payables and accrued liabilities.
| Executive loans | June 30, 2024 | December 31, 2023 | ||||||
| Principal opening balance | $ | - | $ | - | ||||
| Additional loan | 175,119 | 60,626 | ||||||
| Net repayments | - | (60,626 | ) | |||||
| Unrealized foreign exchange | - | - | ||||||
| Principal ending balance | $ | 175,119 | $ | - |
As at June 30, 2024, the Company had outstanding loans from the CEO and the CEO's spouse of $175,119 (December 31, 2023 - $nil) of which 79,262 was the result of the CEO and the CEO's spouse paying amounts of the Company's accounts payable. The loans are non-interest bearing, non-secured and are due on demand.
As at June 30, 2024, total interest accrued was $4,183 (December 31, 2023 - $47,446) and was included in account payables and accrued liabilities.
| Promissory note | June 30, 2024 | December 31, 2023 | ||||||
| Principal opening balance | $ | 30,000 | $ | - | ||||
| Additions | - | 30,000 | ||||||
| Settled by shares | - | - | ||||||
| Principal ending balance | $ | 125,857 | $ | 30,000 |
During the year ended December 31, 2023, the Company received a $30,000 promissory that is non-interest bearing, non-secured and is due on demand. As at June 30, 2024, the Company received a $95,857 promissory from the CEO and the CEO's spouse (December 31, 2023 - $nil) that is non-interest bearing, non-secured and is due on demand.
| Greenbriar Sustainable Living Inc. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2024 and 2023 (amounts expressed in Canadian dollars, except where indicated) |
10 Convertible debenture
On June 30, 2023, the Company issued $1,000,000 unsecured convertible debenture. The debenture bears interest at 12% per annum, calculated and paid quarterly commencing on the date of issuance and matures on June 30, 2026. The debenture holder can convert all or any portion of the outstanding principal amount into common shares of the Company, at a price of $1.25 per common share. As part of the terms of the offering, the debenture holder has been issued 460,000 detachable warrants which were valued using a Black Scholes Model. Each warrant entitles the holder to acquire one common share of the Company at an exercise price of $1.30 per common share, subject to adjustment in certain events, and expiring on June 30, 2026 (Note 12).
Based on the discount factor of 13.5% over the debenture's term of three years used to determine the fair value of the debenture, the conversion feature was classified as equity and was assigned a residual value of $37,219. Transaction costs, including the fair value of detachable warrants, were allocated to the liability and equity components in proportion to the allocation of gross proceeds. Accretion for the debenture for the period ended June 30, 2024 was $26,854 (December 31, 2023-$25,415). Interest for the debenture for the period ended June 30, 2024 was $61,029 (December 31, 2023-$72,586).
| June 30, 2024 | December 31, 2023 | |||||||
| Opening balance | $ | 785,129 | $ | - | ||||
| Principal issued | - | 1,000,000 | ||||||
| Equity portion | - | (37,219 | ) | |||||
| Capitalized transaction costs | - | (17,641 | ) | |||||
| Detachable warrants | - | (185,426 | ) | |||||
| Accretion | 26,854 | 25,415 | ||||||
| Ending balance, classified as long-term | 811,983 | $ | 785,129 |
On December 13, 2023, the Company issued a USD$3,000,000 unsecured convertible debenture. As part of the issuance, the Company received USD $2,640,000 in cash and USD $360,000 was retained by the investor as prepaid interest. The debenture bears interest at 12% per annum, calculated and paid quarterly commencing on the date of issuance and will mature 36 months from the date of issuance on January 11, 2027. The debenture holder can convert all or any portion of the outstanding principal amount into common shares of the Company at a price of $1.25 per common share. As part of the terms of the offering, the debenture holder has been issued 900,000 detachable warrants which have been valued using a Black Scholes model. Each warrant entitles the holder to acquire one common share of the Company at an exercise price of $1.30 per common share, subject to adjustment in certain events, for a period expiring on January 11, 2027 (Note 12).
The Company estimated the fair value of the embedded derivative, representing the conversion option, by reference to a Geometric Brownain motion model. Based on the following key weighted average inputs: annualized volatility of 65.13% per annum, risk free rate of 3.57% over the Debenture's term of three years, the USD/CAD annualized volatility of 7.28% per annum, the fair value of the derivative liability was $1,171,660 at recognition and $1,027,427 at December 31, 2023. The debenture was then allocated the residual balance and transaction costs, including the detachable warrants, were allocated to the liability and embedded derivative in proportion to the allocation of gross proceeds. Transactions costs of $87,781 allocated to the embedded derivative were expensed as incurred. As at June 30, 2024, the fair value of the ended derivative was $954,261.
| Greenbriar Sustainable Living Inc. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2024 and 2023 (amounts expressed in Canadian dollars, except where indicated) |
| Convertible Debenture | June 30, 2024 | December 31, 2023 | ||||||
| Opening balance | $ | 2,698,761 | $ | - | ||||
| Principal issued | - | 4,068,300 | ||||||
| Capitalized transaction costs | - | (4,058 | ) | |||||
| Detachable warrants | - | (212,959 | ) | |||||
| Derivative liability | - | (1,171,660 | ) | |||||
| Accretion | 183,261 | 87,050 | ||||||
| Foreign exchange | 96,066 | (67,912 | ) | |||||
| Ending balance, classified as short-term | $ | 2,978,088 | $ | 2,698,761 | ||||
| Derivative Liability | June 30, 2024 | December 31, 2023 | ||||||
| Opening balance | $ | 1,027,427 | $ | - | ||||
| Original valuation | - | 1,171,660 | ||||||
| Foreign exchange | 34,570 | (26,585 | ) | |||||
| Fair value adjustment | (107,736 | ) | (117,648 | ) | ||||
| Ending balance, classified as short-term | $ | 954,261 | $ | 1,027,427 |
11 Joint venture settlement obligation
On June 22, 2023 and amended on August 21, 2023, the Company entered into an agreement with Captiva to settle the outstanding joint-venture agreement on Sage Ranch between the Company and Captiva, whereby the Company will pay Captiva $5,591,588 in 48 equal monthly installments of $116,491 starting on July 1, 2024, with the last payment on June 1, 2028. Subsequent to the amount being repaid, Captiva will no longer have any further net profits interest in and to the Sage Ranch Project. During the year ended December 31, 2023, the present value of $3,811,504 of these future payments was calculated using a discount rate of 13.43% and $185,587 of accretion was capitalized to the Sage Ranch Project as a borrowing cost. During the period ended June 30, 2024, $272,145 of accretion has been capitalized to the Sage Ranch Project as a borrowing cost (Note 5). During the period ended June 30, 2024, the Company and Captiva agreed to net the Company's receivable of $377,947 from Captiva against the joint venture settlement obligation and apply this amount against the initial required payments (note 4).
| June 30, 2024 | December 31, 2023 | |||||||
| Opening balance | $ | 3,997,091 | $ | - | ||||
| Joint-venture settlement obligation | - | 3,811,504 | ||||||
| Accretion (note 5) | 272,145 | 185,587 | ||||||
| Reclass from loan receivable (note 4) | (377,947 | ) | - | |||||
| Ending balance | $ | 3,891,289 | $ | 3,997,091 | ||||
| Classified as current | $ | 1,397,897 | $ | 698,950 | ||||
| Classified at non-current | $ | 2,493,392 | $ | 3,298,141 |
| Greenbriar Sustainable Living Inc. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2024 and 2023 (amounts expressed in Canadian dollars, except where indicated) |
12 Share capital and reserves
a. Authorized and outstanding
As at June 30, 2024, the Company had unlimited authorized common shares without par value and 35,172,355 common issued and outstanding (December 31, 2023 - 34,078,355).
b. Share issuances
Fiscal 2024
- On January 11, 2024, the Company closed the USD$3,000,000 unsecured convertible debenture private placement financing, the debenture holder can convert all or any portion of the outstanding principal amount into common shares of the Company, at a price of $1.25 per common share, subject to adjustment pursuant to the terms of the debenture. As part of the terms of the offering, the debenture holder has been issued 900,000 detachable warrants, each warrant entitles the holder to acquire one common share of the Company at an exercise price of $1.30 per common share, subject to adjustment in certain events, for a period expiring on January 11, 2027.
- During the period ended June 30, 2024, the Company issued 631,000 common shares as a result of warrant exercises and received gross proceeds of $427,050.
- During the period ended June 30, 2024, the Company issued 463,000 common shares as a result of option exercises and received gross proceeds of $484,300.
Fiscal 2023
- On May 10, 2023, the Company closed a non-brokered private placement and issued 360,000 units at a price of $1.25 per unit for gross proceeds of $386,000 and a reduction of accounts payable of $64,000. Each unit is comprised of one common share and one share purchase warrant. Each warrant entitles the holder to acquire one additional share at a price of $1.50 until May 10, 2028. The Company incurred $7,482 in share issuance costs as part of the transaction.
- During the year, 238,500 options were exercised for gross proceeds of $379,500.
- During the year, 5,000 warrants were exercised for gross proceeds of $7,500.
c. Stock options
The Board of Directors may grant options to purchase shares from time to time, subject to the aggregate number of common shares of the Company issuable under all outstanding stock options of the Company not exceeding 10% of the issued and outstanding common shares of the Company at the time of the grant. The options are exercisable over a period established at the time of issuance to buy shares of the Company for a period not exceeding ten years, at a price not less than the minimum price permitted by the exchange. The vesting schedule for an option, if any, shall be determined by the Board of Directors at the time of issuance.
- In addition to the Stock Option Plan, the Company had established a Performance Share Plan dated effective May 6, 2021, in connection with the issue of the Performance Shares under the Sandford Solar Projects Consulting Agreement. Mr. Sandford is the only participant under the Performance Share Plan. It is contemplated that the Company will issue 100,000 Performance Shares on a project achieving a commercial operations date (the date solar power is delivered to a buyer under a power purchase agreement), up to a currently approved maximum of 2,600,000 Performance Shares. During the period ended June 30, 2024, the Company terminated the Performance Share Plan.
| Greenbriar Sustainable Living Inc. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2024 and 2023 (amounts expressed in Canadian dollars, except where indicated) |
Fiscal 2024
- On June 5, 204, the Company amended the exercise price and expiry date of stock options to purchase a total of 350,000 common shares. The Company reduced the exercise price of the options from $1.35 to $0.82 and to extend the expiry date of the Options from July 7, 2024, to July 7, 2027. The incremental fair value of $129,196 was recognized as a result of the amendment.
Fiscal 2023
- On February 9, 2023, the Company issued 75,000 incentive stock options to a consultant of the Company exercisable at $1.50 per share for a period of 3 years. The fair value of the share options was estimated at $40,105 on the date of grant using the Black-Scholes option pricing model, with the following assumptions: expected option life of 3 years, expected stock price volatility 86.36%, dividend payment during life of option was nil, risk free interest rate 3.67%, weighted average fair value per option $0.53, share price $1.08.
- On February 9, 2023, the Company issued 150,000 incentive stock options to a consultant of the Company exercisable at $1.10 per share for a period of 3 years. The fair value of the share options was estimated at $91,688 on the date of grant using the Black-Scholes option pricing model, with the following assumptions: expected option life of 3 years, expected stock price volatility 86.36%, dividend payment during life of option was nil, risk free interest rate 3.67%, weighted average fair value per option $0.61, share price $1.08.
- On November 15, 2023, the Company issued 1,200,000 incentive stock options to certain directors and officers of the Company exercisable at $1.10 per share for a period of 5 years. The fair value of the share options was estimated at $902,816 on the date of grant using the Black-Scholes option pricing model, with the following assumptions: expected option life of 5 years, expected stock price volatility 83.79%, dividend payment during life of option was nil, risk free interest rate 3.88%, weighted average fair value per option $0.75, share price $1.10.
- On November 30, 2023, the Company issued 200,000 incentive stock options to an officer of the Company exercisable at $1.10 per share for a period of 5 years. The fair value of the share options was estimated at $141,581 on the date of grant using the Black-Scholes option pricing model, with the following assumptions: expected option life of 5 years, expected stock price volatility 83.80%, dividend payment during life of option was nil, risk free interest rate 3.64%, weighted average fair value per option $0.71, share price $1.05.
Total stock options granted during the period ended June 30, 2024, were nil (December 31, 2023 - 1,625,000). Total share-based payment expense recognized for the fair value of share options granted and vested or amended during the period ended June 30, 2024 was $129,196 (2023 - $131,793).
| Greenbriar Sustainable Living Inc. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2024 and 2023 (amounts expressed in Canadian dollars, except where indicated) |
A summary of stock option information as at June 30, 2024, December 31, 2023 is as follows:
| June 30, 2024 | December 31, 2023 | |||||||||||||
| Number of shares |
Weighted average exercise price |
Number of shares |
Weighted average exercise price |
|||||||||||
| Outstanding - beginning of year | 3,391,500 | $ | 1.21 | 2,710,000 | $ | 1.35 | ||||||||
| Granted | - | - | 1,625,000 | 1.12 | ||||||||||
| Exercised | (463,000 | ) | 1.05 | (238,500 | ) | 1.43 | ||||||||
| Expired | (66,500 | ) | 2.00 | (705,000 | ) | 1.47 | ||||||||
| Outstanding - end of period | 2,862,000 | $ | 1.15 | 3,391,500 | $ | 1.21 | ||||||||
The following table discloses the number of options and vested options outstanding as at June 30, 2024:
| Number of options outstanding and exercisable |
Weighted average exercise price |
Weighted average |
||||||
| 350,000 | 0.82 | 3.02 | ||||||
| 500,000 | 1.25 | 0.57 | ||||||
| 100,000 | 1.15 | 0.98 | ||||||
| 500,000 | 1.35 | 1.28 | ||||||
| 75,000 | 1.50 | 1.61 | ||||||
| 1,137,000 | 1.10 | 4.38 | ||||||
| 200,000 | 1.10 | 4.42 | ||||||
| 2,862,000 | $1.15 | 2.82 |
d. Warrants
Fiscal 2024
- On January 11, 2024, the Company issued 900,000 warrants as part of convertible debt financing. Each warrant entitles the holder to acquire one common share of the Company at an exercise price of $1.30 per common share for a period expiring on January 11, 2027. The fair value of these warrants at the date of grant was estimated at $299,099 using a black-scholes calculation. The warrants were valued using the Black-Scholes option pricing model with the following assumptions: a 3 year expected life; 67.30% volatility; risk-free interest rate of 3.79%; and a dividend yield of 0%.
Fiscal 2023
- On May 10, 2023, the Company issued 360,000 warrants as part of a private placement. Each warrant entitles the holder to acquire one additional share at a price of $1.50 until May 10, 2028. The fair value of the warrants at the date of grant was estimated at $184,998 using the proportionate allocation method. The warrants were valued using the Black-Scholes option pricing model with the following assumptions: a 5 year expected life; 100.18% volatility; risk-free interest rate of 2.99%; and a dividend yield of 0%.
- On June 30, 2023, as part of the terms of the convertible debenture offering, the Company issued 460,000 detachable warrants, with each warrant entitling the holder to acquire one common share of the Company at an exercise price of $1.30 per common share, for a period expiring on June 30, 2026.The fair value of these warrants at the date of grant was estimated at $185,426 using a black-scholes calculation. The warrants were valued using the Black-Scholes option pricing model with the following assumptions: a 3 year expected life; 68.58% volatility; risk-free interest rate of 4.21%; and a dividend yield of 0%.
| Greenbriar Sustainable Living Inc. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2024 and 2023 (amounts expressed in Canadian dollars, except where indicated) |
- On December 13, 2023, as part of the terms of the convertible debenture offering, the Company agreed to issue 900,000 detachable warrants, with each warrant entitling the holder to acquire one common share of the Company at an exercise price of $1.30 per common share, subject to adjustment in certain events, for a period expiring on January 11, 2027. The fair value of these warrants at the date of grant was estimated at $299,099 using a black-scholes calculation. The warrants were valued using the Black-Scholes option pricing model with the following assumptions: a 3 year expected life; 67.30% volatility; risk-free interest rate of 3.79%; and a dividend yield of 0%. These warrants were issued on January 11, 2024.
The following table discloses the number of warrants outstanding as at:
| June 30, 2024 | December 31, 2023 | ||||||||||||||
| Number of shares |
Weighted average exercise price |
Number of shares |
Weighted average exercise price |
||||||||||||
| Outstanding - beginning of year | 4,757,926 | $ | 1.31 | 5,371,896 | $ | 1.49 | |||||||||
| Granted | 900,000 | 1.30 | 820,000 | 1.39 | |||||||||||
| Exercised | (631,000 | ) | 0.68 | (5,000 | ) | 1.50 | |||||||||
| Expired | - | - | (1,428,970 | ) | 2.03 | ||||||||||
| Outstanding - end of period | 5,026,926 | $ | 1.39 | 4,757,926 | $ | 1.31 | |||||||||
| Outstanding warrants | Expiry Date | Exercise price | ||||||
| 1,809,000 | March 28, 2025 | $1.35 | ||||||
| 577,000 | November 29, 2025 | $1.50 | ||||||
| 925,926 | December 13, 2025 | $1.46 | ||||||
| 355,000 | May 3, 2028 | $1.50 | ||||||
| 460,000 | June 30, 2026 | $1.30 | ||||||
| 900,000 | January 11, 2027 | $1.30 | ||||||
| 5,026,926 |
e. Convertible equity reserve
| June 30, 2024 | December 31, 2023 | |||||
| Opening balance | $ | 37,219 | $ | - | ||
| Equity reserve related to convertible debenture (note 10) | - | 37,219 | ||||
| Ending balance | $ | 37,219 | $ | 37,219 |
| Greenbriar Sustainable Living Inc. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2024 and 2023 (amounts expressed in Canadian dollars, except where indicated) |
On June 30, 2023, the Company issued an $1,000,000 unsecured convertible debenture. The debenture bears interest at 12% per annum, calculated and paid quarterly commencing on the date of issuance and matures on June 30, 2026. The debenture holder can convert all or any portion of the outstanding principal amount into common shares of the Company, at a price of $1.25 per common share. Based on the discount factor of 13.5% over the debenture's term of three years used to determine the fair value of the debenture, the conversion feature was classified as equity and was assigned a residual value of $37,219.
13 Financial instruments
The Company examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of those risks.
The following tables summarize the valuation of the Company's financial assets and liabilities reported at fair value by the fair value hierarchy levels:
| June 30, 2024 | December 31, 2023 | |||||||
| Fair Value Hierarchy |
Fair value $ |
Fair value $ |
||||||
| Financial assets | ||||||||
| Fair value through profit and loss ("FVTPL") | ||||||||
| Cash | Level 1 | - | 47,098 | |||||
| Marketable securities | Level 2 | 1,847,745 | 1,785,510 | |||||
| Financial liabilities | ||||||||
| Other financial liabilities | ||||||||
| Overdraft | Level 1 | 70,208 | - | |||||
| Convertible debenture derivative | Level 3 | 954,261 | 1,027,427 |
Fair value
Financial instruments measured at fair value are grouped into Level 1 to 3 based on the degree to which fair value is observable:
Level 1 - quoted prices in active markets for identical securities
Level 2 - significant observable inputs other than quoted prices included in Level 1
Level 3 - significant unobservable inputs.
Convertible debenture derivative is considered to be a Level 3 classification as certain inputs are not based on observable market data. See Note 10 for details on inputs utilized in the valuation.
The Company did not move any instruments between levels of the fair value hierarchy during the period ended June 30, 2024, and December 31, 2023.
The Company's financial instruments include cash, marketable securities, other receivables, related party loan receivable, accounts payable and accrued liabilities, loan payable and promissory notes, joint venture settlement obligation, convertible debentures and convertible debenture derivatives. The carrying values of other receivables, related company loan receivable and accounts payable and accrued liabilities and loan payable and promissory notes approximate their fair values due to their relatively short periods to maturity.
The fair value of the marketable securities is based on recent transaction prices.
The fair value of the joint venture settlement obligation and convertible debentures are initially recorded at fair value and are evaluated by the Company based on level 2 inputs such as discounted future interest and principal payments using current market interest rates of instruments using similar terms. These instruments are subsequently measured through amortized cost, with accretion and interest income recognized through the statement of loss and comprehensive loss.
| Greenbriar Sustainable Living Inc. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2024 and 2023 (amounts expressed in Canadian dollars, except where indicated) |
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rates through the interest earned on cash balances, deposits, convertible debentures and loans; however, management does not believe this exposure is significant as most items are at fixed interest rates.
Credit risk
The Company is exposed to credit risk through its cash, which is held in large Canadian financial institutions with high credit rating, other receivables and the loan receivable. The Company believes the credit risk is insignificant for the cash and other receivables and moderate for the loan receivable with Captiva. The Company's exposure is limited to amounts reported within the statement of financial position.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure. In order to meet its financial obligations, the Company will need to generate cash flow from the sale or otherwise disposition of property or raise additional funds. The following table summarizes the remaining contractual maturities of the Company's financial liabilities and operating commitments:
| Less than 1 year | Over 1 year | Total | ||||||||||
| Overdraft | $ | 70,208 | $ | - | $ | 70,208 | ||||||
| Accounts payable and accrued liabilities | 4,357,127 | - | 4,357,127 | |||||||||
| Loan payables and promissory notes | 1,532,628 | - | 1,532,628 | |||||||||
| Joint venture settlement obligation | 1,397,897 | 2,493,392 | 3,891,289 | |||||||||
| Convertible debenture | - | 3,790,071 | 3,790,071 | |||||||||
| Convertible debenture derivative | - | 954,261 | 954,261 | |||||||||
| Total | $ | 7,357,860 | $ | 7,237,724 | $ | 14,595,584 |
Foreign exchange risk
The Company operates in Canada and the United States and is exposed to foreign exchange risk arising from transactions denominated in foreign currencies.
The operating results and the financial position of the Company are reported in Canadian dollars. Fluctuations of the operating currencies in relation to the Canadian dollar will have an impact upon the reported results of the Company and may also affect the value of the Company's assets and liabilities.
The Company's financial assets and liabilities as at June 30, 2024 are denominated in Canadian Dollars and United States Dollars and are set out in the following table:
| Greenbriar Sustainable Living Inc. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2024 and 2023 (amounts expressed in Canadian dollars, except where indicated) |
| Canadian Dollars | US Dollars | Total | ||||||||||
| Financial assets | ||||||||||||
| Other receivables | 9,376 | - | 9,376 | |||||||||
| Marketable securities | - | 1,847,745 | 1,847,745 | |||||||||
| 9,376 | 1,847,745 | 1,857,121 | ||||||||||
| Financial liabilities | ||||||||||||
| Overdraft | $ | 818 | $ | (71,026 | ) | $ | (70,208 | ) | ||||
| Accounts payable and accrued liabilities | (631,537 | ) | (3,725,590 | ) | (4,357,127 | ) | ||||||
| Loan payable and promissory note | (580,000 | ) | (952,628 | ) | (1,532,628 | ) | ||||||
| Joint venture settlement obligation | (3,891,289 | ) | - | (3,891,289 | ) | |||||||
| Convertible debenture | (811,983 | ) | (2,978,088 | ) | (3,790,071 | ) | ||||||
| Convertible debenture derivative | - | (954,261 | ) | (954,261 | ) | |||||||
| Net financial liabilities | $ | (5,904,615 | ) | $ | (6,833,848 | ) | $ | (12,738,463 | ) |
| Greenbriar Sustainable Living Inc. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2024 and 2023 (amounts expressed in Canadian dollars, except where indicated) |
The Company's financial assets and liabilities as at December 31, 2023 are denominated in Canadian Dollars and United States Dollars and are set out in the following table:
| Canadian Dollars | US Dollars | Total | ||||||||||
| Financial assets | ||||||||||||
| Cash | $ | 14,936 | $ | 32,162 | $ | 47,098 | ||||||
| Other receivables | 3,476 | - | 3,476 | |||||||||
| Related company loan receivable | 206,947 | - | 206,947 | |||||||||
| Marketable securities | - | 1,785,510 | 1,785,510 | |||||||||
| 225,359 | 1,817,672 | 2,043,031 | ||||||||||
| Financial liabilities | ||||||||||||
| Accounts payable and accrued liabilities | $ | (285,915 | ) | $ | (3,537,054 | ) | $ | (3,822,969 | ) | |||
| Loan payable | (30,000 | ) | (751,322 | ) | (781,322 | ) | ||||||
| Joint venture settlement obligation | (3,997,091 | ) | - | (3,997,091 | ) | |||||||
| Convertible debenture | (785,129 | ) | (2,698,761 | ) | (3,483,890 | ) | ||||||
| Convertible debenture derivative | - | (1,027,427 | ) | (1,027,427 | ) | |||||||
| Net financial liabilities | $ | (4,872,776 | ) | $ | (6,196,892 | ) | $ | (11,069,668 | ) |
The Company's reported results will be affected by changes in the US dollar to Canadian dollar exchange rate. As of June 30, 2024, a 10% appreciation of the Canadian dollar relative to the US dollar would have decreased net financial liabilities by approximately $683,385 (December 31, 2023 - $619,689). A 10% depreciation of the US Dollar relative to the Canadian dollar would have had the equal but opposite effect. The Company has not entered into any agreements or purchased any instruments to hedge possible currency risk.
14 Capital management
The Company's objective when managing capital is to safeguard the Company's ability to continue as a going concern such that it can continue to provide returns for shareholders and benefits for other stakeholders. The primary use of capital will be used for the development of its properties and acquisitions.
The Company considers the items included in convertible debentures, short-term loans and shareholders' equity as capital. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions, business opportunity and the risk characteristics of the underlying assets. In order to maintain or adjust its capital structure, the Company may issue new shares or return capital to its shareholders. The Company is not exposed to externally imposed capital requirements.
Management reviews its capital management approach on an ongoing basis. During the period ended June 30, 2024, there has been no change in the Company's management of capital policies.
| Greenbriar Sustainable Living Inc. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2024 and 2023 (amounts expressed in Canadian dollars, except where indicated) |
15 Segment disclosures
The Company operations are conducted in three reportable segments: real estate development in the United States ("Real Estate"), solar energy projects in Puerto Rico ("Solar Energy") and corporate headquarters located in Canada ("Corporate"). The Company reports information about its operating segments based on the manner in which the Company's chief decision maker views and evaluates the Company's business.
As the Company capitalizes all directly attributable costs related to its Real Estate and Solar Energy segments in accordance with the accounting policy for investment properties and intangibles assets, all material items of profit and loss are attributable to the Corporate segment.
| As at June 30, 2024 | As at December 31, 2023 | |||||||||||||||||||||||
| Real Estate | Solar Energy | Corporate | Total | Real Estate | Solar Energy | Corporate | Total | |||||||||||||||||
| Assets | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||
| Total assets | 13,713,035 | 7,656,356 | 2,455,497 | 23,824,888 | 12,333,170 | 7,175,580 | 2,602,101 | 22,110,851 | ||||||||||||||||
| Net additions to non-current, non-financial assets | 1,379,865 | 480,776 | (146,604 | ) | 1,714,037 | 6,876,751 | 174,031 | - | 7,050,782 | |||||||||||||||
| Total liabilities | 4,764,113 | 67,015 | 9,764,456 | 14,595,584 | 4,549,674 | 12,854 | 8,550,171 | 13,112,699 | ||||||||||||||||
| Loss | ||||||||||||||||||||||||
| Interest expense | - | (39 | ) | (281,148 | ) | (281,187 | ) | (1,398 | ) | - | (208,637 | ) | (210,035 | ) | ||||||||||
| Interest income | - | - | - | - | - | - | 29,333 | 29.333 | ||||||||||||||||
| Loss | (137,537 | ) | (6,866 | ) | (1,354,954 | ) | (1,499,357 | ) | (105,015 | ) | (8,484 | ) | (2,514,749 | ) | (2,628,248 | ) | ||||||||
Entity wide disclosures
Information about geographical areas:
| Canada | California | Puerto Rico | Total | |||||||||
| As at June 30, 2024 | ||||||||||||
| Non-current assets | $ | 76,217 | $ | 13,713,035 | $ | 7,656,356 | $ | 21,445,608 | ||||
| As at December 31, 2023 | ||||||||||||
| Non-current assets | $ | 51,192 | $ | 12,333,170 | $ | 7,175,580 | $ | 19,559,942 |
| Greenbriar Sustainable Living Inc. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2024 and 2023 (amounts expressed in Canadian dollars, except where indicated) |
16 Related party transactions
Key management personnel are those persons having the authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include officers, directors or companies with common directors of the Company.
The Company incurred the following expenses with key management personnel during the period ended June 30:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Consulting and management fees | $ | 150,803 | $ | 171,916 | $ | 322,719 | $ | 333,712 | ||||||||
During the period ended June 30, 2024, the President of the Company charged the Company $87,612 (2023 - $90,623) related to services. As at June 30, 2024, included in accounts payable are fees, loan, bonus and expenses due to the President of the Company of $579,783 (December 31, 2023 - $577,511).
During the period ended June 30, 2024, a Company controlled by the CFO of the Company charged the Company $66,000 (2023 - $74,429) related to services.
During the period ended June 30, 2024, the Chief Executive Officer of the Company charged the Company $169,108 (2023 - $168,660) related to services.
During the period ended June 30, 2024, related party loan totaled USD $190,300, the interest of US $33,613 (December 31, 2023 - US $68,961) was capitalized to power project acquisition and development costs. (Note 7).
As at June 30, 2024, the Company had a receivable of $nil (December 31, 2023 - $206,947) from Captiva, which accrued interest at the rate of 8% per annum for a term of 24 months. The promissory note matures on April 20, 2024. Under the terms of the note, additional advances may be extended subject to the same terms and conditions. As at June 30, 2024, interest income of $nil (December 31, 2023 - $29,933) has been accrued. During the year ended December 31, 2023, the Company entered into an agreement with Captiva whereby the Company will pay Captiva $5,591,588 in 48 equal monthly installments of $116,491 starting on July 1, 2024, with the last payment on June 1, 2028. Subsequent to the amount being repaid, Captiva will no longer have any further net profits interest in and to the Sage Ranch project. During the period ended June 30, 2024, the Company and Captiva agreed to net the Company's receivable of $377,947 from Captiva against the joint venture settlement obligation (Note 4,5 and 11).
As at June 30, 2024, USD $1,419,907 (December 31, 2023, USD $1,489,211) remained accrued, and USD $69,303 (December 31, 2023 - USD $504,441) was paid related to accrued bonuses to awarded to executives, directors and former directors of the Company.
As at June 30, 2024, the Company had $461,913 (December 31, 2023 - $289,095) in accounts payable to related parties.
17 Commitments and contingencies
As at June 30, 2024, the Company had the following commitments and contingencies outstanding:
| Within 1 year | Over 1 year | Total | ||||||||||
| PBJL Share transfer (ii) | $ | 684,350 | $ | - | $ | 684,350 |
i) The Company entered into four separate land lease options agreements with Jose Arturo Acosta, to lease land in the Municipality of Lajas and Guanica of Puerto Rico. The Company made initial payments on the execution date of each option agreement and will thereafter make certain payments over the term of the option periods. Subsequent to year end, the Company entered into additional extension agreements extending the option term on all agreements to December 31, 2024, and agreeing to make future payments totalling US$221,000.
ii) On April 23, 2013, 330 common shares, representing approximately a 33% interest, of PBJL were transferred by Heidi Ciachurski, the spouse of the Company's CEO to AG Solar and the Company. The Company may be required to pay approximately US $500,000 for these shares on terms yet to be negotiated. As at June 30, 2024, no material negotiations have occurred. Any future payments will be subject to available funds and the completion of a significant financing of the Company in the future.
| Greenbriar Sustainable Living Inc. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2024 and 2023 (amounts expressed in Canadian dollars, except where indicated) |
iii) On March 30, 2022, the Company executed the USD $40 million Mandate Agreement with Voya, as amended by agreements dated October 3, 2023, January 8, 2024 and April 2, 2024, for a senior secured construction loan for the construction of the Company's Sage Ranch Project. In connection with the Mandate Agreement, in the event the Company choses another lender for the Sage Ranch Project or otherwise begins construction on the Sage Ranch Project without obtaining financing from Voya, the Company will issue to Voya 2,000,000 warrants to purchase common shares of the Company for $1.25 per share, plus a USD $1 million cash break-up fee.
iv) Upon the Company closing certain development milestones allowing for an equity raise of at least US $2 Million or the sale of any Company assets or project rights including the Tehachapi land, whichever comes first, the Company will make a one-time payment of US $250,000 to Cliff Webb, the President of the Company. In addition, the President will be paid a US$1.95 Million development completion bonus at the time the Montalva Solar Project completes all key milestones necessary for the Company to obtain project financing for the Montalva Solar Project. These development milestone payments are structured to incentivize the President to reach these milestones and compensate him for the work required to do so and were reviewed and approved by the Company's compensation committee.
v) The Company is a party to a lawsuit with a former contractor. Both parties have filed complaints seeking damages and the outcome is uncertain at this time.
18 Subsequent events
1) On August 1, 2024, the Company announced a debt settlement to settle the Company's outstanding debt for past services performed by the creditor in the amount of CAD$49,176.41 by issuing 70,252 common shares in the capital of the Company at a deemed price of $0.70 per common share. Closing is subject to customary closing conditions, including the approval of the TSX Venture Exchange.
2) On August 1, 2024, the Company granted an aggregate of 300,000 stock options to a consultant of the Company to purchase 300,000 Common Shares pursuant to the Company's stock option plan. The Options are exercisable at a price of $0.70 per Common Share for a period of two years from the date of grant.
| Greenbriar Sustainable Living Inc. ("Greenbriar") Management's Discussion and Analysis Six Months Ended - June 30, 2024 (Expressed in Canadian dollars, unless otherwise noted) |
August 29, 2024
This Management's Discussion and Analysis ("MD&A") should be read in conjunction with unaudited condensed consolidated interim financial statements for the six months ended June 30, 2024 and the audited annual consolidated financial statements for the year ended December 31, 2023, and related notes thereto which have been prepared in accordance with International Financial Reporting Standards. The MD&A contains certain Forward Looking Statements which are described at the end of this report.
CORPORATE OVERVIEW
Greenbriar's business focus is the development of entry-level housing, renewable energy, green technology and sustainable investment projects. Greenbriar is listed on the TSX Venture Exchange (the "TSXV") under the symbol "GRB" and GEBRF on the US OTC market. In 2014 and again in 2023, the TSXV has awarded the Company a "TSX Venture 50" award as a clean technology company.
The Company was incorporated under the Business Corporations Act (British Columbia) on April 2, 2009 under the name "Greenbriar Capital Corp." On October 6, 2011, the Company completed its qualifying transaction under the policies of the TSXV and the Company was listed as a Tier 2 real estate issuer. On November 15, 2023, the Company changed its name from "Greenbriar Capital Corp" to "Greenbriar Sustainable Living Inc." to better reflect the Company's business. The Company's registered records office is located at Suite 1500 - 1055 West Georgia, Vancouver, BC, V6E 4N7.
As further described in this MD&A, Company's material projects are comprised of the Sage Ranch project, a sustainable development of 995 entry-level homes in Tehachapi Valley in southern California, and the Montalva solar project, a 1,747 acre large utility-scale solar and battery storage farm in Puerto Rico.
For further information on the Company, reference should be made to its public filings on SEDAR+ at www.sedarplus.ca. Information is also available on the Company's website at www.greenbriarliving.com.
HIGHLIGHTS - Period Ended June 30, 2024
- On January 11, 2024, the Company closed a USD $3.0 million unsecured convertible debenture private placement financing with one arm's length investor. The convertible debt will bear interest at 12% per annum, calculated and paid quarterly commencing on the date of issuance and will mature thirty-six (36) months from the date of issuance being January 11, 2027. The convertible debt can be converted into common shares of the Company, at a price of $1.25 per common share.
As part of the terms of the financing, the Company issued 900,000 detachable warrants. Each warrant entitles the holder to acquire one common share of the Company at an exercise price of $1.30 per common share for a period expiring on January 11, 2027.
- On June 5, 2024, the Company amended the terms of 350,000 stock options and reduced the exercise price from $1.35 to $0.82 and extended the expiry date from July 7, 2024, to July 7, 2027.
| Q2 2024 MD&A (expressed in CAD Dollars) - period ended June 30, 2024 | |
| www.greenbriarliving.com |
MATERIAL EVENTS SUBSEQUENT TO JUNE 30, 2024
- On August 1, 2024, the Company announced a proposed shares for debt settlement to settle $49,176.41 by issuing 70,252 common shares in the capital of the Company at a deemed price of $0.70 per common share. This transaction has not yet completed and is subject to TSXV approval.
- On August 1, 2024, the Company granted an aggregate of 300,000 stock options to a consultant of the Company to purchase 300,000 common shares pursuant to the Company's stock option plan. The options are exercisable at a price of $0.70 per common share for a period of two years from the date of grant.
WORKING CAPITAL NOTES AND GOING CONCERN
These consolidated financial statements for the period ending June 30, 2024 have been prepared on the basis that the Company is a going concern, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The nature of the Company's primary business is the acquisition, management, development, and possible sale of real estate and renewable energy projects. The Company had a net loss of $1,499,357 (2023 - $1,111,575) for the period ended June 30, 2024. As at June 30, 2024, the Company had an accumulated deficit of $28,970,129 (December 31, 2023 - $27,470,772) and a working capital deficiency of $8,910,929 (December 31, 2023 - deficiency of $6,478,520). ). To date, the Company has no history of earning revenues. If the Company is unable to raise any additional funds to undertake planned development, it could have a material adverse effect on its financial condition. These events and conditions indicate that a material uncertainty exists that may cause significant doubt on the Company's ability to continue as a going concern. If the going concern basis were not appropriate for the Company's consolidated financial statements, then significant adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses, and the classifications used in the statement of financial position.
As at June 30, 2024, the Company had a working capital deficiency of $8,910,929, which includes $2.0 million in related party accounts payable and accrued liabilities in addition to $1.4 million in loans payable from friendly parties who have not and will not demand payment until the Company has started generating revenue and is in the financial position to repay the loans. During current period end June 30, 2024, the Company obtained $911,350 in proceeds from option and warrant exercises and has demonstrated the ability to raise additional funds required to continue operations. See "Liquidity and Capital Resources".
CURRENT PROJECTS
MONTALVA SOLAR PROJECT
Description and Current Status of the Montalva Solar Project
In April 2013, the Company entered into a 50/50 arrangement to create AG Solar One LLC ("AG Solar") with Alterra Power Corp ("Alterra") (the "Arrangement"). The Arrangement was created to develop 100 Megawatts ("MW's") of solar generation capacity in Puerto Rico under a Master Renewable Power Purchasing and Operating Agreement ("PPOA"), dated December 20, 2011, and amended on March 16, 2012 (the "Master Agreement"), with Puerto Rico Electric Power Authority ("PREPA") through its wholly owned subsidiary, PBJL Energy Corporation ("PBJL").
On July 12, 2013, the Company signed a Membership Interest Purchase and Sale Agreement ("MIPSA") with Magma Energy (U.S.) Corp. ("Magma"), a subsidiary of Alterra, and amended on October 11, 2013, whereby the Company will purchase from Alterra its 50% interest in and to the shares of AG Solar. The consideration was US $1.25 Million. The Company completed the MIPSA on September 12, 2014 (the "Acquisition Date"), and the Company now owns 100% of AG Solar.
Under the terms of the Master Agreement, the Company filed its 100 MW AC Montalva Solar Project with PREPA ("Montalva" or the "Montalva Project")) on September 5, 2013, requesting an interconnection evaluation and issuance of the project specific PPOA for Montalva included and agreed in the Master Agreement. After numerous delays by PREPA and failed attempts by the Company requesting the interconnection evaluation and issuance of a project specific PPOA for Montalva, the Company filed a Notice of Default under the Master Agreement with PREPA on September 24, 2014. PREPA responded to the Notice of Default on November 3, 2014, taking the position that it had other PPOAs issued that would exceed its system renewable capacity and could not accept any additional renewable projects and further had met its obligations under the Master Agreement. It's the Company's position that the Master Agreement is a specific performance agreement and not an option agreement at PREPA's discretion and that PREPA is liable for damages.
| Q2 2024 MD&A (expressed in CAD Dollars) - period ended June 30, 2024 | |
| www.greenbriarliving.com |
On May 15, 2015, the Company, filed a legal action against PREPA in the courts of Puerto Rico in order to protect and enforce its rights under the Master Agreement. On September 9, 2016, the Superior Court of Puerto Rico denied an application by PREPA to have the case for contractual enforcement and damages dismissed. The Company may now proceed to have the court enforce the Master Agreement, or in lieu of enforcement, direct PREPA to pay US $210 Million in monetary damages, or both. In May of 2018, the Company filed a US Federal RICO lawsuit seeking US $951 Million in damages from PREPA.
On February 6, 2019, the Company announced that PREPA wanted to re-open negotiations to move forward the Montalva Project. The Company met with PREPA representatives in 2019 and commenced negotiations. PREPA subsequently agreed to designate Montalva as a Legacy Project with equal rights and privileges as the other executed and surviving PPOAs awaiting final approval by Puerto Rico Energy Bureau ("PREB") and FOMB.
On May 19, 2020, the Company announced that it has reached an agreement with PREPA on a 25-year 80 MW PPOA for the development, construction, and operation of the Montalva Project, as a Legacy Project with preferential rights. On May 28, 2020, the Governing Board of PREPA approved the contract.
On August 7, 2020, the Company received unanimous PPOA approval from PREB and the Montalva PPOA moved on to final approval by the FOMB. On February 26, 2021, the FOMB, having issued a decision to approve only 150 MW of the Legacy Projects based on identifying the top ranked projects as a result of a competitive ranking of projects by PREPA, subsequently approved only two of the sixteen Legacy Projects excluding the approval of the Montalva Project along with the remaining Legacy Projects. However, the competitive ranking of the Legacy Projects prepared by PREPA, and provided to FOMB for selection of the two projects approved by FOMB, was flawed and failed to include credit for Montalva also providing four-hours of battery storage in its base price and design, not provided by any of the other Legacy Projects and providing substantial PREPA and ratepayer savings not provided by the other projects. The Company began the process of seeking avenues to have the FOMB decision overturned or to have the FOMB approve Montalva as the top ranked project. As part of this process, the Company filed a formal claim against PREPA before PREB. As a result, PREPA indicated its preference to negotiate a settlement rather than adjudicate PBJL's case against PREPA in front of PREB.
On October 3, 2023, the Company announced that further to many years of litigation with the PREPA in both the Commonwealth and US Federal Courts, plus litigation in front of PREB, both parties executed a pro forma settlement agreement beneficial to both parties. The settlement agreement provides for, among other things: (i) PBJL withdrawing its US $951 Million claim against PREPA; (ii) PBJL pricing that is less than or similar to the RFP Public Tranche contracts; (iii) providing four hours of 45% storage included within its base price; (iv) using the Montalva PPOA previously approved by PREPA in 2020 as the base document for final settlement; (v) PBJL covering transmission upgrades; (vi) using a project size of 80MWac (160MWdc); and (vii) providing an option for 160MWac (320MWdc) project at PREPA's sole discretion. The settlement agreement provides the basis of a final settlement PPOA to be drafted and agreed between the parties. A final settlement PPOA was drafted and submitted to PREPA on July 1, 2024, for its concurrence before submission to PREB for its approval and then to FOMB. PBJL is awaiting a response by PREPA to finalize the settlement PPOA. The technical work on interconnection with LUMA Energy, who is the power company responsible for power distribution and power transmission in the Commonwealth of Puerto Rico, will happen under the PPOA after PREB and FOMB approval. A previous interconnection study and evaluation preformed by Sargent & Lundy Engineers, under the direction of PREPA, established the availability of 80 MW of transmission capacity available for Montalva. The Company anticipates moving forward with the development of the Montalva Solar Project as soon as practicable once the settlement PPOA is approved by FOMB.
| Q2 2024 MD&A (expressed in CAD Dollars) - period ended June 30, 2024 | |
| www.greenbriarliving.com |
Montalva Land Lease Option Agreements
The company currently has four separate land lease option agreements covering six parcels for the construction of Montalva. Two parcels are located in the Municipality of Guanica and other four in the Municipality of Lajas. The parcels are contiguous to each other. Upon execution of the options, these land leases provide for a term of twenty-five years and such leases may be extended for up to four additional consecutive periods of five years each, at the Company's option, for the purposes of the Company developing the Montalva Project.
On various dates since execution of the land lease option agreement, the parties have executed amendments to extend the expiration date of the agreements as appropriate. During the period ended June 30, 2024, the Company entered into extension agreements extending the option term to December 31, 2024, and agreeing to make payments totalling US$221,000.
During the period ending June 30, 2024, the Company made payment totalling USD$95,000 (December 31, 2023 - USD$105,667), related to extension agreements.
SAGE RANCH PROJECT
Description and Current Status of the Sage Ranch Project
On September 27, 2011, the Company acquired property in accordance with its acquisition agreement with Marks & Kilkenny LLC to acquire real property in Tehachapi, California, USA (the "Property"), as its qualifying transaction under the rules of the TSXV. The purchase price for the Property was US $1,040,000.
The Property is situated close to the central business district and adjacent Tehachapi High School and is comprised of five parcels of real property located within the City of Tehachapi. Tehachapi is located in Kern County on the edge of the Mojave Desert, approximately 35 miles east-southeast of Bakersfield, California.
The legal description of each parcel is as follows:
• Parcel 1 - APN 417-012-01 (approx. 32.97 acres)
• Parcel 2 - APN 417-012-28 (approx. 60 acres)
• Parcel 3 - APN 417-012-27 (approx. 20 acres)
• Parcel 4 - APN 417-012-25 (approx. 19.16 acres)
• Parcel 5 - APN 417-012-24 (approx. 5.63 acres)
Parcels 1 through 5 are contiguous and aggregate approximately 138 acres of land on the south side of Cummings Valley Boulevard (State Highway 202), a major east - west thoroughfare through Tehachapi. The parcels lie immediately east of Clearview Street and immediately north of Pinon Street. The new Tehachapi High School, which opened its doors in 2003, is located immediately to the east of the parcels. A previous owner of these parcels had received Tentative Tract Map ("TTM") approvals under TTM 6218 and TTM 6723.
In 2018, the Company commenced work with the City of Tehachapi (the "City") with respect to preliminary plans and designs of a sustainable housing project under the City's sustainability theme of "New Urbanism" that would ultimately become the Company's Sage Ranch Project.
In February 2019, the City's Planning Commission, after public hearing, approved the preliminary designs and the project community layout for 1,014 units.
Between 2019 and 2021, the City engaged various consultants to prepare the environmental studies which would form the basis of the City's Environmental Impact Report (EIR) under the California Environmental Quality Act (CEQA). Concurrently, the Company continued with project designs and modifications requested by the City.
In July 2021, the City's Planning Commission, after public hearing, approved the community design, layout and project impact of a final layout of the Sage Ranch Project consisting of 995 housing units.
| Q2 2024 MD&A (expressed in CAD Dollars) - period ended June 30, 2024 | |
| www.greenbriarliving.com |
On August 17, 2021, the Company announced that the Sage Ranch Project received full and final approval by the Mayor and City Council with a unanimous 4 to 0 vote in favor to approve the Sage Ranch Project. The Mayor and City Council approved all three items on the agenda, namely: 1) the approval of the Sage Ranch Master Development Plan; 2) the approval of the 995 home Tract Map and; 3) the approval and acceptance of the Final EIR. The Sage Ranch Project, as approved by City Council, is a world class project consisting of 995 homes which will be built to offset 64 million gallons of annual water usage and is strategically located to offset 4,500 annual tons of CO2. The Company believes the Sage Ranch Project is recession proof as there are at least four US federal financing programs to provide entry-level housing to purchasers with minimal or no down payment requirements, no or reduced credit score requirements, and interest rates subsidized as low as 2%.
Between October 2021 and October 2023, the Company, through its independent professional engineers and architects, continued working with the City to complete the Precise Development Plan (the "PDP) for Phase 1 of the Sage Ranch Project.
The Property is currently vacant land. Development of the Sage Ranch Project consists of 6 phases, to be constructed over a 4-7 year period. A PDP is required for each of the 7 phases. On November 13, 2023, the Sage Ranch Project received Planning Commission approval for the Phase 1 PDP. The Company has submitted applications for permits required for commencement of Phase 1 construction and is currently working with its independent engineering firm, Dewalt Corporation, and the City on obtaining approval of such permits.
As of the date of this MD&A, the Company has incurred aggregate costs of $13.7 million in connection with the planning, permitting and development of the Sage Ranch Project. The total aggregate costs to complete the Sage Ranch Project is expected to be approximately US$248 million, though anticipated costs and revenues, including the timing thereof, will vary between each of the phases. For further details of the anticipated costs and revenue projections, see "Pro Forma Review of Sage Ranch", below.
| Q2 2024 MD&A (expressed in CAD Dollars) - period ended June 30, 2024 | |
| www.greenbriarliving.com |
The location of the Property is identified in the map below:
| Q2 2024 MD&A (expressed in CAD Dollars) - period ended June 30, 2024 | |
| www.greenbriarliving.com |
| Q2 2024 MD&A (expressed in CAD Dollars) - period ended June 30, 2024 | |
| www.greenbriarliving.com |
Pro Forma Review of Sage Ranch
On November 27, 2023, the Company announced that Altus Group Limited, updated the Pro Forma Review of Sage Ranch with an effective date of November 27, 2023 (the "2023 Altus Report"). The 2023 Altus Report is not an independent appraisal report of the Sage Ranch Project or the Property, but was provided to assist the Company in benchmarking the relative profitability of the Sage Ranch Project to facilitate the financing to be provided in connection with the Mandate Agreement with Voya.
The following is a summary of the projected revenue, costs and profits associated with the Sage Ranch Project (all in USD), as provided in the 2023 Altus Report. Such summary does not purport to be complete and is qualified in its entirely by reference to the full text of the 2023 Altus Report, a copy of which is available on the Company's SEDAR+ profile at www.sedarplus.ca.
|
Dashboard |
$280 Price per Square Feet Revenue 995 units of 1 to 2 Stories 1,600,763 SF |
|
Projected |
995 units, totaling 1,600,763 square feet saleable |
|
Projected Costs |
$106 per square foot of GLA projected base construction cost $169,680,878 construction cost $247,571,261 total projected cost |
|
Projected Profit |
$174,329,339 projected net profit and 63.51% profit on cost $123,374,762 Net Present Value based on a Discount Rate of 6% p.a. |
The 2023 Altus Report was completed after taking into account, among other things, the following:
- The description of the Sage Ranch Project contained in the Master Development Plan completed by JZMK Partners and updated as of June 25, 2021, which was approved by City Council on August 17, 2021.
- The City of Tehachapi Ordinance No. 21-04-762 dated September 7, 2021, pursuant to which the City approved the Sage Ranch Project, subject to the conditions as set out in such ordinance.
- The projected build timeline of the Sage Ranch Project, to be constructed over 6 phases spanning approximately 6 years, with Phase 1 construction beginning in 2024.
- A benchmark review of similar home sales in the area surrounding the Property, including a review of a price evaluation dated May 2023 completed by Keller William Forward Living, a company controlled by Paul Morris, the Independent Head of Sales for Sage Ranch (the "KWFL Price Evaluation").
- Construction costs based on the average home size described in the Master Development Plan, assuming a cost-efficient design and a competitive tendering process.
- An estimate of site servicing costs completed by the Company's independent engineering firm, Dewalt Corporation, date June 4, 20219.
- Municipal costs based on the relevant data from the City and Kern County and available as of the date of the 2023 Altus Report.
- Development costs, including (i) architecture, engineering and consulting, (ii) municipal, permit, insurance, legal and other soft costs, (iii) sales costs, and (iv) contingencies at an aggregate assumed rate of approximately 24% of construction costs.
- Assumptions with respect to the financing of the Sage Ranch Project being completed solely through equity and not conventional loan funding.
| Q2 2024 MD&A (expressed in CAD Dollars) - period ended June 30, 2024 | |
| www.greenbriarliving.com |
The Company has engaged Voya pursuant to the Mandate Agreement to provide up to US$40 million for the purposes of financing the construction of the Sage Ranch Project. See "Financing Arrangements".
As of the date of this MD&A, other than as described elsewhere in this MD&A, the Company is not aware of any material changes to Master Development Plan, the KWFL Price Evaluation, or any of the other assumptions and qualifications contained in the 2023 Altus Report which would reasonably be considered to result in a material impact to the projections presented in the 2023 Altus Report. See "Cautionary Statement Regarding Forward-Looking Statements" and "Cautionary Statement Regarding FOFI".
Financing Arrangements
On March 30, 2022, the Company executed a USD $40 million Mandate Agreement, as amended by agreements dated October 3, 2023, January 8, 2024 and April 2, 2024 (as further amended or supplemented from time to time, the "Mandate Agreement"), with Voya Investment Management, LLC, the asset management business of Voya Financial, Inc. ("Voya"), for a senior secured construction loan for the construction of the Company's Sage Ranch Project.
The Mandate Agreement provides that, upon completion of additional structuring considerations and subject to customary closing conditions, including but not limited to the execution of definitive credit documents, inter alia, Voya will provide a senior secured credit facility (the "Credit Facility") to the Company of up to US$ 40 million for the purposes of construction, the purchase of deeded water rights, and directly related expenses of the Sage Ranch Project. The final terms of the Credit Facility are subject to further negotiations and will be reflected in the definitive credit documents.
In connection with the Mandate Agreement, in the event the Company choses another lender for the Sage Ranch Project or otherwise begins construction on the Sage Ranch Project without obtaining financing from Voya, the Company will issue to Voya 2,000,000 warrants to purchase common shares of the Company for $1.25 per share, plus a USD $1 million cash break-up fee.
For further details of the Mandate Agreement, please refer to the full text of the Mandate Agreement, a copy of which has been filed on the Company's SEDAR+ profile at www.sedarplus.ca
Settlement of Option to Acquire Net Profits Interest with Captiva
On October 6, 2018, the Company closed the sale of 50% undivided interest in the Sage Ranch Project to Captiva Verde Wellness Corp. ("Captiva"), which represents a non-arm's length transaction as the Chief Executive Officer of the Company, Jeffrey Ciachurski, is also the Chief Executive Officer of Captiva, the Chief Financial Officer of the Company, Anthony Balic, is also the Chief Financial Officer of Captiva and Michael Boyd, a director of the Company, is also a director of Captiva. The Company received 10,687,500 common shares of the Captiva which had a fair value of $1,068,750 and $112,500 in cash, for total consideration of $1,181,250 ("Sale Agreement").
On August 10, 2020, the Company entered into an option and joint venture agreement (the "Option and Joint Venture Agreement") with Captiva amending the terms of the Sale Agreement.
Pursuant to the terms of the Option and Joint Venture Agreement, Captiva's 50% interest in the Sage Ranch Project was converted into an option to earn (the "Option") a 50% net profits interest in the Tehachapi Property by:
1. Captiva paying the Company a cash payment of $112,500 (the "Cash Payment") (Captiva satisfied this payment in 2018 under the terms of the Sale Agreement);
2. Captiva issuing the Company common shares (the "Share Payment") (Captiva satisfied this payment in 2018 through the issuance of 10,687,500 common shares under the terms of the Sale Agreement); and
3. Captiva funding the applicable permitting and development costs for the Sage Ranch Project (Captiva was in default on such funding obligations).
| Q2 2024 MD&A (expressed in CAD Dollars) - period ended June 30, 2024 | |
| www.greenbriarliving.com |
Captiva had until the earlier of: (i) August 20, 2025 and (ii) the date the Company receives final approval from the City of Tehachapi (and other required regulatory approval) to build houses on the Tehachapi Property, to exercise the Option.
If Captiva made the payments summarized above by the required time, Captiva would have exercised the Option and automatically acquired a 50% net profits interest in and to the Sage Ranch Project. If Captiva exercised the Option, then Captiva and the Company would have immediately entered into a joint venture (the "Joint Venture") pursuant to the terms of the Option and Joint Venture Agreement. Pursuant to the terms of the Joint Venture, the Company and the Captiva were required to evenly split all net profits derived from the Sage Ranch Project.
Captiva was in default of its funding obligations under the Option and Joint Venture Agreement. On June 22, 2023, and amended on August 21, 2023, the Company entered into an agreement with Captiva whereby the Company will repay Captiva the amount funded by Captiva under the Option and Joint Venture Agreement (equal to $5,591,588) in 48 equal monthly installments of $116,491 starting on August 22, 2024, with the last payment on June 1, 2028. Subsequent to the amount being repaid, Captiva will no longer have any further net profits interest, or any other interest, in and to the Sage Ranch Project.
Water Rights Agreements
The Sage Ranch Project, as approved by City Council, requires no less than 262.5 gross acre-feet of water pumping rights. Based on historical information published by the City, the City currently has a surplus availability of 770 acre-feet of water. As of the date of this MD&A, the Company owns or has access to (via option agreements with Ronnie Strasser and Paul Morris, as further described below) an aggregate of 267 acre-feet of water rights to supply the Sage Ranch Project. The Company's adjudicated deeded water rights is equal to 76 acre-feet (or 28.5% of the aggregate 267 acre-feet available to the Company).
During the year ended December 31, 2023, the Company entered into an option agreement with Ronnie Strasser, an arm's length party, to purchase up to 115 acre-feet of water rights at USD $29,260.56 per acre-feet and paid a non-refundable reservation fee of USD $1,010,000. During the period ended June 30, 2024, the Company has not purchased any water rights under this option agreement. Mr. Strasser became a director of Captiva on August 31, 2023, but resigned from such position on July 2, 2024. In addition, Mr. Strasser is the principal of Phantom Developments Limited, the company that submitted an unsolicited offer to purchase the Company's Sage Ranch Project in June of 2022, which the Company determined not to accept.
During the year ended December 31, 2023, the Company agreed to terms of an arrangement with Paul Morris, Independent Head of Sales for Sage Ranch, whereby the Company obtained an option to acquire an additional 76 acre-feet of water rights for consideration equal to US$1.077 million.
During the year ended December 31, 2022, the Company acquired 76 acre-feet of water rights for the Sage Ranch Project by way of a debt settlement agreement with TS Media LLC, an arm's length party. Pursuant to such settlement agreement, the debt of US$1,000,000 was settled in exchange of 925,926 units of the Company. Each unit consists of one common share plus one whole share purchase warrant. Each warrant is exercisable to acquire one common share at an exercise price of $1.46 until December 13, 2025.
Given the scarcity of water rights in the area and the lack of frequent purchases of water rights to rely upon, management of the Company used their business judgement when determining the value of the Company's water rights option agreements. Ultimately, water rights prices are determined by the seller and there is little or no room for negotiation, although the Company has received advice from an experienced third party that the minimum value of additional water rights, if available for purchase, would be between US$25,000 to US$30,000 per acre-foot.
| Q2 2024 MD&A (expressed in CAD Dollars) - period ended June 30, 2024 | |
| www.greenbriarliving.com |
OTHER CORPORATE DEVELOPMENTS AND UPDATES
INX TOKENIZATION
On April 3, 2023, the Company announced that it was pursuing an arrangement with The INX Digital Company, Inc. ("INX") whereby INX would digitize certain common shares of the Company into digital tokens, which would be listed on the INX.One Platform for digital assets. Completion of such arrangement is subject to certain conditions, including the approval of the TSXV. As of the date of this MD&A, the Company has not satisfied all required conditions; however, the Company is continuing to work toward the satisfaction of such conditions and anticipates that such arrangements will be completed in Q4 2024.
NYSE LISTING
On September 21, 2022, shortly after the Company became US reporting company, the Company announced that it would apply to list its shares on the NYSE American. Such application was subject to the Company satisfying all listing requirements of the NYSE American, including but not limited to the US$2.00 minimum share price. As of the date of this MD&A, the Company has not made an application to list its shares on the NYSE American as the Company's share price has been below the required threshold. Management of the Company has determined to postpone any such application.
ACQUISITION OF REGIONAL REAL ESTATE FRANCHISE NETWORK
On August 8, 2022, the Company announced that it was in the process of finalizing a formal binding offer to purchase an entire regional real estate franchise network (the "Agency"). The completion of such offer was subject to the Company's confirmation that the sellers could obtain all consents necessary to the transfer the equity interests of the Agency. As of the date of this MD&A, the sellers have not obtained such consents and the Company has not completed a formal binding offer with respect to the Agency.
OFFER TO PURCHASE SAGE RANCH
On June 29, 2022, the Company announced that it had received an unsolicited offer from Phantom Developments Limited ("Phantom"), a company controlled by Ronnie Strasser, to purchase the Company's interest in the Sage Ranch Project for $79.9 million in cash. Management of the Company believed the offer price was insufficient and, on July 6, 2022, the Company announced that it was pursuing other alternative transactions with respect to the Sage Ranch Project unless the offer price was increased. As of the date of this MD&A, there have been no changes to the offer submitted by Phantom and the Company has not further engaged with Phantom with respect to such offer.
AS of the date of this MD&A, the Company remains in discussion with various parties with respect to such potential acquisitions, but no formal decision has been made in either jurisdiction.
ENTRY-LEVEL HOUSING PROJECTS IN ARIZONA AND HAWAII
On February 16, 2024, the Company announced that it was actively pursuing the acquisition of a sizeable entry-level housing project in both of Southern Arizona and Hawaii. As of the date of this MD&A, the Company remains in discussion with various parties with respect to such potential acquisitions, but no formal decision has been made in either jurisdiction.
CORDERO RANCH PROJECT
The Company's Cordero Ranch project is a 3,500 unit mixed use development just outside of Cedar City, Utah. The Company plans to establish a large, self-contained high-quality, yet affordable, living community that inspires quality and recession-proof home ownership, mixed with a full-quality lifestyle setting, coupled with a demographic supportive of the environment: veterans housing, seniors, and personal security. Cordero Ranch will be a mixed-use community that encourages sensitive site design, provides ample recreation/open space amenities, and conserves and preserves natural resources. Starting prices at the Cordero Ranch project will be approximately USD $200,000 for a 650 square foot starters unit. Development of the Cordero Ranch project is expected to occur over approximately 7 years, with construction anticipated to begin as early as 2025. As of the date of this MD&A, the Cordero Ranch project is in the planning and permitting stage.
| Q2 2024 MD&A (expressed in CAD Dollars) - period ended June 30, 2024 | |
| www.greenbriarliving.com |
SELECTED FINANCIAL INFORMATION
| (tabled amounts are expressed in CAD dollars) | As at June 30, 2024 | As at December 31, 2023 | ||||||
| Cash | $ | - | $ | 47,098 | ||||
| Deposit and prepaid expenses - short term | 522,159 | 507,878 | ||||||
| Other receivables | 9,376 | 3,476 | ||||||
| Marketable securities | 1,847,745 | 1,785,510 | ||||||
| Deposits and prepaid expenses - long term | 76,217 | 51,192 | ||||||
| Related Company receivable - short term | - | 206,947 | ||||||
| Sage Ranch | 13,713,035 | 12,333,170 | ||||||
| Power project acquisition and development costs | 7,656,356 | 7,175,580 | ||||||
| Total assets | 23,824,888 | 22,110,851 | ||||||
| Total liabilities | 14,595,584 | 13,112,699 |
The Company has total assets of $23.8 million as at June 30, 2024, compared to $22.1 million as at December 31, 2023. This increase is attributable to the capitalization of project costs related to Sage Ranch and Montalva.
The Company has total liabilities of $14.6 million in the current period which is higher than the liabilities of $13.1 million as at December 31, 2023, due to an increase of liabilities net of payments.
| (tabled amounts are expressed in CAD dollars) | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Consulting and management fees | $ | (209,655 | ) | $ | (189,969 | ) | $ | (475,245 | ) | $ | (318,765 | ) | ||||
| General and administrative | (150,501 | ) | (123,785 | ) | (313,546 | ) | (273,822 | ) | ||||||||
| Marketing and donations | (356 | ) | (19,251 | ) | (14,883 | ) | (50,116 | ) | ||||||||
| Finance cost | (144,186 | ) | (17,889 | ) | (283,616 | ) | (24,304 | ) | ||||||||
| Professional fees | (98,670 | ) | (201,797 | ) | (210,954 | ) | (365,568 | ) | ||||||||
| Share-based payment expense | (129,196 | ) | - | (129,196 | ) | (131,793 | ) | |||||||||
| (732,564 | ) | (552,691 | ) | (1,427,440 | ) | (1,164,368 | ) | |||||||||
| Foreign exchange (loss) gain | (86,688 | ) | 19,785 | (171,019 | ) | 23,578 | ||||||||||
| Gain on settlement of accounts payable | - | - | (8,634 | ) | - | |||||||||||
| Interest income | - | 6,805 | - | 29,215 | ||||||||||||
| Loss on fair value of convertible debenture | 48,504 | - | 107,736 | - | ||||||||||||
| Loss | (770,748 | ) | (526,101 | ) | (1,499,357 | ) | (1,111,575 | ) | ||||||||
| Other comprehensive loss | 209,797 | (289,082 | ) | 689,963 | (301,421 | ) | ||||||||||
| Net loss and comprehensive loss | $ | (560,951 | ) | $ | (815,183 | ) | $ | (809,394 | ) | $ | (1,412,996 | ) | ||||
| Basic/Diluted income (loss) per share | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.04 | ) | $ | (0.03 | ) | ||||
Three months ended June 30, 2024
The Company had a loss of $0.8 million for the period ended June 30, 2024, compared to net loss of $0.5 million in the same period in 2023. The increased loss compared to 2023 was the result for lower marketing and donations, professional fees offset by higher share-based payment expense, consulting fees and finance costs netted by a gain on fair value of derivative liability. The increased activity is the result of moving the Company's Sage Ranch and Montalva projects forward.
Other comprehensive income fluctuated over the fiscal periods. This was mainly due to the volatility of foreign exchange, which resulted in translation gains or losses on the Company's inter-company receivables.
| Q2 2024 MD&A (expressed in CAD Dollars) - period ended June 30, 2024 | |
| www.greenbriarliving.com |
Six months ended June 30, 2024
The Company had a net loss of $1.5 million for the period ended June 30, 2024, compared to net loss of $1.1 million in the same period in 2023. The increased loss was the result of lower of professional fees, and marketing and donations in the current period, netted by higher consulting and management fees, general and administrative, and finance cost netted by a gain on fair value of derivative liability. The increased activity is the result of moving the Company's Sage Ranch and Montalva projects forward.
Other comprehensive income fluctuated over the fiscal periods. This was mainly due to the volatility of foreign exchange, which resulted in translation gains or losses on the Company's inter-company receivables.
Consolidated quarterly loss - 8 quarters historic trend
| (tabled amounts are expressed in CAD dollars) | Q2 2024 | Q1 2024 | Q4 2023 | Q3 2023 | Q2 2023 | Q1 2023 | Q4 2022 | Q3 2022 | |||||||||||||||||
| Total revenues | - | - | - | - | - | - | - | - | |||||||||||||||||
| Net income (loss) for the period | (770,748 | ) | (728,609 | ) | (1,085,465 | ) | (431,208 | ) | (526,101 | ) | (585,474 | ) | (1,476,955 | ) | 862,174 | ||||||||||
| Basic/Diluted income (loss) per share | (0.02 | ) | (0.02 | ) | (0.02 | ) | (0.01 | ) | (0.02 | ) | (0.02 | ) | (0.05 | ) | 0.03 | ||||||||||
| Total assets | 23,824,888 | 23,441,443 | 22,110,851 | 19,928,216 | 19,469,182 | 15,744,470 | 15,053,130 | 13,786,081 | |||||||||||||||||
| Working capital (deficiency) | (8,910,929 | ) | (7,925,079 | ) | (6,478,520 | ) | (4,152,932 | ) | (3,443,355 | ) | (4,282,047 | ) | (3,655,842 | ) | (3,830,424 | ) | |||||||||
| Cash dividend declared | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
Three months ended June 30, 2024 vs. historical quarters
As the Company has not yet generated revenue and is still in the development stages of its various projects the Company's results will fluctuate due to one-off transactions in addition to changes in the corporate activity related to project development. The Company had a net loss of $0.8 million in Q2 2024, which was higher than all the losses in the historical quarters, except for the loss of $1.1 million in Q4 2023, which included a large non-cash share based payment expense, loss of $1.5 million in Q4 2022, which included the loss on disposition of Captiva shares. The increased loss in the current quarter is mainly due to a higher finance expense related to the convertible debts and increased consulting fees which are both expected to continue as the Company increases corporate activity related to advancing its projects.
Total assets are higher than all comparative periods as a result of the Company continuing to capitalize expenditures related to the Sage Ranch and Montalva projects.
Working capital deficiency is highest than all comparative periods due to the Company early adopting the new IAS 1 accounting standard in Q4 2023 which classified the Company's USD $3M convertible debt and associated derivative conversion option as current liabilities despite the contractual term of three years due to the derivative conversion option. The increase since Q4 2023 is the result of the Company increasing activity related to moving their Sage Ranch and Montalva projects forward and accruing these costs until the Company closes a financing or the Voya loan.
No cash dividends have been declared by the Company.
Basic and diluted income (loss) per share in each quarter is relative to the income (loss) recorded in that period.
| Q2 2024 MD&A (expressed in CAD Dollars) - period ended June 30, 2024 | |
| www.greenbriarliving.com |
LIQUIDITY AND CAPITAL RESOURCES
| (tabled amounts are expressed in CAD dollars) | Six Months Ended June 30, | |||||||
| 2024 | 2023 | |||||||
| Cash inflows (outflows) from operating activities | $ | (1,251,342 | ) | $ | (1,339,328 | ) | ||
| Cash inflows (outflows) from financing activities | 1,342,207 | 2,184,148 | ||||||
| Cash inflows (outflows) from investing activities | (208,171 | ) | (835,943 | ) | ||||
| Net cash flows | (117,306 | ) | 8,877 | |||||
| Cash balance | $ | (70,208 | ) | $ | 33,827 | |||
The Company had a overdraft balance of $70,208 as of June 30, 2024. Cash outflow from operating activities was $1.2 million, slightly lower compared to outflow of $1.3 million in 2023 due to change in working capital items (e.g. decrease in accounts receivables), net of corporate expenses.
Cash inflow from financing activities in the current period ended June 30, 2024, was $1.3 million which is the result of the Company receiving cash for option exercises in the amount of $484,300, receiving cash for warrants exercises in the amount of $427,050, receiving additional loans of $550,000 and promissory note of $95,857 net of $171,000 in payments on the Captiva JV settlement obligation.
Cash outflow from investing activities in the current period ended June 30, 2024, was $0.2 million as the Company capitalized the costs related to Sage Ranch and Montalva.
The Company has no history of generative revenue and has been dependent upon raising funds through issuances of debt or equity. Development of the Company's projects will require significant additional capital. The Company does not anticipate generating sufficient revenue to continue ongoing operations until Phase 1 of the Sage Ranch Project is complete. The Company has engaged Voya pursuant to the Mandate Agreement to provided up to US$40 million for the purposes of construction and development of the Sage Ranch Project; however, there is not guarantee that such financing will be completed. See "Financing Arrangements". The Company's ability to continue as a going concern is dependent on the Company's ability to raise funds.
ANALYSIS OF FINANCINGS
During the year ended December 31, 2023, the Company completed the following financings:
- On May 10, 2023, the Company closed a non-brokered private placement of units and issued 360,000 units at a price of $1.25 per unit for gross aggregate proceeds of $450,000, and a reduction of accounts payable and loans payable of $64,000. The proceeds of such financing were used for general working capital.
- On June 30, 2023, the Company issued a $1,000,000 unsecured convertible debenture.
- On December 13, 2023, the Company closed a USD $3.0 million unsecured convertible debenture private placement financing with one arm's length investor.
The following table sets out prior disclosure by the Company of its intended use of proceeds, other than working capital related costs, from the foregoing financings, the Company's actual achievements and an explanation of any variation.
| Q2 2024 MD&A (expressed in CAD Dollars) - period ended June 30, 2024 | |
| www.greenbriarliving.com |
| Disclosed Use of Proceeds (other than working capital) |
Company Achievements | Reasons for Variation |
| July 6, 2023 The Company expects to use the gross proceeds from the Debenture for Sage Ranch and general working capital purposes. |
The Company is working with its independent engineering firm, Dewalt Corporation, and the City on obtaining the final building permits. |
N/A |
| November 30, 2023 The Company expects to use the gross proceeds from the Debentures as a bridge to the USD $40 million construction loan. |
The Company is working with its independent engineering firm, Dewalt Corporation, and the City on obtaining the final building permits. |
N/A |
SHAREHOLDERS' EQUITY
As at June 30, 2024, the Company had unlimited authorized common shares without par value and 35,172,355 common shares issued and outstanding, 2,862,000 share purchase options and 5,026,926 warrants outstanding. As at the date of this report, the Company had unlimited authorized common shares without par value and 35,172,355 common shares issued and outstanding, 3,162,000 share purchase options and 5,026,926 warrants outstanding.
- On January 11, 2024, the Company closed the USD$3,000,000 unsecured convertible debenture private placement financing, the debenture holder can convert all or any portion of the outstanding principal amount into common shares of the Company, at a price of $1.25 per common share, subject to adjustment pursuant to the terms of the debenture. As part of the terms of the offering, the debenture holder has been issued 900,000 detachable warrants, each warrant entitles the holder to acquire one common share of the Company at an exercise price of $1.30 per common share, subject to adjustment in certain events, for a period expiring on January 11, 2027.
- During the period ended June 30, 2024, the Company issued 631,000 common shares as a result of warrant exercises.
- During the period end June 30, 2024, the Company issued 463,000 common shares as a result of option exercises.
- On June 5, 2024, the Company amended the terms of 350,000 stock options and reduced the exercise price from $1.35 to $0.82 and extended the expiry date from July 7, 2024, to July 7, 2027.
- On August 1, 2024, the Company granted an aggregate of 300,000 stock options to a consultant of the Company to purchase 300,000 common shares pursuant to the Company's stock option plan. The options are exercisable at a price of $0.70 per common share for a period of two years from the date of grant.
| Q2 2024 MD&A (expressed in CAD Dollars) - period ended June 30, 2024 | |
| www.greenbriarliving.com |
The following table discloses the number of options and vested options outstanding as at the date of this report:
| Number of options Outstanding and exercisable |
Weighted average exercise price |
Weighted average remaining contractual life (years) |
|||||
| 350,000 | 1.35 | 2.85 | |||||
| 500,000 | 1.25 | 0.40 | |||||
| 100,000 | 1.15 | 0.81 | |||||
| 500,000 | 1.35 | 1.11 | |||||
| 75,000 | 1.50 | 1.44 | |||||
| 1,137,000 | 1.10 | 4.21 | |||||
| 200,000 | 1.10 | 4.25 | |||||
| 300,000 | 0.70 | 1.92 | |||||
| 3,162,000 | $1.11 | 2.58 |
The following table discloses the number of warrants outstanding as at the date of this report:
| Outstanding warrants | Expiry Date | Exercise price | ||||||
| 1,809,000 | March 28, 2025 | $1.35 | ||||||
| 577,000 | November 29, 2025 | $1.50 | ||||||
| 925,926 | December 13, 2025 | $1.46 | ||||||
| 355,000 | May 10, 2028 | $1.50 | ||||||
| 460,000 | June 30, 2026 | $1.30 | ||||||
| 900,000 | January 11, 2027 | $1.30 | ||||||
| 5,026,926 |
COMMITMENTS AND CONTINGENCIES
As at June 30, 2024, the Company had the following commitments and contingencies outstanding:
| Within 1 year | Over 1 year | Total | |||||||||
| PBJL Share transfer (ii) | $ | 684,350 | - | $ | 684,350 |
(i) The Company entered into four separate land lease options agreements with Jose Arturo Acosta, to lease land in the Municipality of Lajas and Guanica of Puerto Rico. The Company made initial payments on the execution date of each option agreement and will thereafter make certain payments over the term of the option periods. Subsequent to year end, the Company entered into additional extension agreements extending the option term on all agreements to December 31, 2024, and agreeing to make future payments totalling US$221,000.
(ii) On April 23, 2013, 330 common shares, approximately 33% interest, of PBJL were transferred by Heidi Ciachurski, the spouse of the Company's CEO to AG Solar and the Company. The Company may be required to pay approximately US $500,000 for these shares on terms yet to be negotiated. As of the date of this MD&A, no material negotiations have occurred. Any future payments will be subject to available funds and the completion of a significant financing of the Company in the future.
(iii) On March 30, 2022, the Company executed the USD $40 million Mandate Agreement with Voya, as amended by agreements dated October 3, 2023, January 8, 2024 and April 2, 2024, for a senior secured construction loan for the construction of the Company's Sage Ranch Project. In connection with the Mandate Agreement, in the event the Company choses another lender for the Sage Ranch Project or otherwise begins construction on the Sage Ranch Project without obtaining financing from Voya, the Company will issue to Voya 2,000,000 warrants to purchase common shares of the Company for $1.25 per share, plus a USD $1 million cash break-up fee.
| Q2 2024 MD&A (expressed in CAD Dollars) - period ended June 30, 2024 | |
| www.greenbriarliving.com |
(iv) Upon the Company closing certain development milestones allowing for an equity raise of at least US $2 Million or the sale of any Company assets or project rights including the Tehachapi land, whichever comes first, the Company will make a one-time payment of US $250,000 to Cliff Webb, the President of the Company. In addition, the President will be paid a US$1.95 Million development completion bonus at the time the Montalva Solar Project completes all key milestones necessary for the Company to obtain project financing for the Montalva Solar Project. These development milestone payments are structured to incentivize the President to reach these milestones and compensate him for the work required to do so and were reviewed and approved by the Company's compensation committee.
(v) The Company is a party to a lawsuit with a former contractor. Both parties have filed complaints seeking damages and the outcome is uncertain at this time.
REGULATORY DISCLOSURES
Off-Balance Sheet Arrangements
As at the date of this report, the Company did not have any off-balance sheet arrangements.
Proposed Transactions
The Company does not have any proposed transactions as at June 30, 2024 other than as disclosed elsewhere in this MD&A.
Related Party Transactions
Key management personnel are those persons having the authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel include officers, directors or companies with common directors of the Company.
The Company incurred the following expenses with key management personnel during the period ended June 30:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Consulting and management fees | $ | 150,803 | $ | 171,916 | $ | 322,719 | $ | 333,712 | ||||||||
During the period ended June 30, 2024, Cliff Webb, the President and a director of the Company charged the Company $87,612 (2023 - $90,623) related to his consulting services. As at June 30, 2024, included in accounts payable are fees, loan, bonus and expenses due to the President of the Company of $579,783 (December 31, 2023 - $577,511).
During the period ended June 30, 2024, a Company controlled by the CFO of the Company charged the Company $66,000 (2023 - $74,429) related to services related to his CFO position.
During the period ended June 30, 2024, the Chief Executive Officer of the Company charged the Company $169,108 (2023 - $168,660) related to services related to his position of CEO.
| Q2 2024 MD&A (expressed in CAD Dollars) - period ended June 30, 2024 | |
| www.greenbriarliving.com |
During the period ended June 30, 2024, related party loans to Cliff Webb, President and director of the Company, and Daniel Kunz, director of the Company, totaling USD $190,300 had interest of US $33,613 (December 31, 2023 - US $68,961) was capitalized to power project acquisition and development costs.
As at June 30, 2024, the Company had a receivable of $nil (December 31, 2023 - $206,947) from Captiva, who shares the same CEO and CFO as the Company as well as common directors. During the year ended December 31, 2023, the Company entered into an agreement with Captiva whereby the Company will pay Captiva $5,591,588 in 48 equal monthly installments of $116,491 starting on July 1, 2024, with the last payment on June 1, 2028. Amounts payable to Captiva under the agreement relate to the reimbursement of costs incurred by Captiva under the Option. Subsequent to the amount being repaid, Captiva will no longer have any further net profits interest in and to the Sage Ranch project. During the period ended June 30, 2024, the Company and Captiva agreed to net the Company's receivable of $377,947 from Captiva against the joint venture settlement obligation.
As at June 30, 2024, USD $1,419,907 (December 31, 2023, USD $1,489,211) remained accrued, and USD $69,303 (December 31, 2023 - USD $504,441) was paid related to accrued bonuses to awarded to executives, directors and former directors of the Company.
As at June 30, 2024, the Company had $461,913 (December 31, 2023 - $289,095) in accounts payable to related parties.
Financial Instruments
The Company examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of those risks.
| June 30, 2024 | December 31, 2023 | ||||||
| Fair Value |
Fair value $ |
Fair value $ |
|||||
| Financial assets | |||||||
| Fair value through profit and loss ("FVTPL") | |||||||
| Cash | Level 1 | - | 47,098 | ||||
| Marketable securities | Level 2 | 1,847,745 | 1,785,510 | ||||
| Financial liabilities | |||||||
| Other financial liabilities | |||||||
| Overdraft | Level 1 | 70,208 | - | ||||
| Convertible debenture derivative | Level 3 | 954,261 | 1,027,427 |
Categories of financial instrument
Fair value
Financial instruments measured at fair value are grouped into Level 1 to 3 based on the degree to which fair value is observable:
Level 1 - quoted prices in active markets for identical securities
Level 2 - significant observable inputs other than quoted prices included in Level 1
Level 3 - significant unobservable inputs.
Convertible debenture derivative is considered to be a Level 3 classification as certain inputs are not based on observable market data.
| Q2 2024 MD&A (expressed in CAD Dollars) - period ended June 30, 2024 | |
| www.greenbriarliving.com |
The Company did not move any instruments between levels of the fair value hierarchy during the period ended June 30, 2024 and December 31, 2023.
The Company's financial instruments include cash, marketable securities, other receivables, related party loan receivable, accounts payable and accrued liabilities, loan payable and promissory notes, joint venture settlement obligation, convertible debentures and convertible debenture derivatives. The carrying values of other receivables, related company loan receivable and accounts payable and accrued liabilities and loan payable and promissory notes approximate their fair values due to their relatively short periods to maturity.
The fair value of the marketable securities is based on recent transaction prices.
The fair value of the joint venture settlement obligation and convertible debentures are initially recorded at fair value and are evaluated by the Company based on level 2 inputs such as discounted future interest and principal payments using current market interest rates of instruments using similar terms. These instruments are subsequently measured through amortized cost, with accretion and interest income recognized through the statement of loss and comprehensive loss.
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rates through the interest earned on cash balances, deposits, convertible debentures and loans; however, management does not believe this exposure is significant as most items are at fixed interest rates.
Credit Risk
The Company is exposed to credit risk through its cash, which is held in large Canadian financial institutions with high credit rating, other receivables and the loan receivable. The Company believes the credit risk is insignificant for the cash and other receivables and moderate for the loan receivable with Captiva. The Company's exposure is limited to amounts reported within the statement of financial position.
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure. In order to meet its financial obligations, the Company will need to generate cash flow from the sale or otherwise disposition of property or raise additional funds. The following table summarizes the remaining contractual maturities of the Company's financial liabilities and operating commitments:
| Less than 1 year | Over 1 year | Total | ||||||||||
| Overdraft | $ | 70,208 | $ | - | $ | 70,208 | ||||||
| Accounts payable and accrued liabilities | 4,357,127 | - | 4,357,127 | |||||||||
| Loan payables and promissory notes | 1,532,628 | - | 1,532,628 | |||||||||
| Joint venture settlement obligation | 1,397,897 | 2,493,392 | 3,891,289 | |||||||||
| Convertible debenture | - | 3,790,071 | 3,790,071 | |||||||||
| Convertible debenture derivative | - | 954,261 | 954,261 | |||||||||
| Total | $ | 7,357,860 | $ | 7,237,724 | $ | 14,595,584 |
Foreign Exchange Risk
The Company operates in Canada and the United States and is exposed to foreign exchange risk arising from transactions denominated in foreign currencies.
| Q2 2024 MD&A (expressed in CAD Dollars) - period ended June 30, 2024 | |
| www.greenbriarliving.com |
The operating results and the financial position of the Company are reported in Canadian dollars. Fluctuations of the operating currencies in relation to the Canadian dollar will have an impact upon the reported results of the Company and may also affect the value of the Company's assets and liabilities.
The Company's financial assets and liabilities as at June 30, 2024 are denominated in Canadian Dollars and United States Dollars and are set out in the following table:
| Canadian Dollars | US Dollars | Total | ||||||||||
| Financial assets | ||||||||||||
| Other receivables | $ | 9,376 | - | 9,376 | ||||||||
| Marketable securities | - | 1,847,745 | 1,847,745 | |||||||||
| 9,376 | 1,847,745 | 1,857,121 | ||||||||||
| Financial liabilities | ||||||||||||
| Overdraft | $ | 818 | $ | (71,026 | ) | $ | (70,208 | ) | ||||
| Accounts payable and accrued liabilities | (631,537 | ) | (3,725,590 | ) | (4,357,127 | ) | ||||||
| Loan payable | (580,000 | ) | (952,628 | ) | (1,532,628 | ) | ||||||
| Joint venture settlement obligation | (3,891,289 | ) | - | (3,891,289 | ) | |||||||
| Convertible debenture | (811,983 | ) | (2,978,088 | ) | (3,790,071 | ) | ||||||
| Convertible debenture derivative | - | (954,261 | ) | (954,261 | ) | |||||||
| Net financial liabilities | $ | (5,904,615 | ) | $ | (6,833,848 | ) | $ | (12,738,463 | ) |
| Q2 2024 MD&A (expressed in CAD Dollars) - period ended June 30, 2024 | |
| www.greenbriarliving.com |
The Company's financial assets and liabilities as at December 31, 2023 are denominated in Canadian Dollars and United States Dollars and are set out in the following table:
| Canadian Dollars | US Dollars | Total | ||||||||||
| Financial assets | ||||||||||||
| Cash | $ | 14,936 | $ | 32,162 | $ | 47,098 | ||||||
| Other receivables | 3,476 | - | 3,476 | |||||||||
| Related company loan receivable | 206,947 | - | 206,947 | |||||||||
| Marketable securities | - | 1,785,510 | 1,785,510 | |||||||||
| 225,359 | 1,817,672 | 2,043,031 | ||||||||||
| Financial liabilities | ||||||||||||
| Accounts payable and accrued liabilities | $ | (285,915 | ) | $ | (3,537,054 | ) | $ | (3,822,969 | ) | |||
| Loan payable | (30,000 | ) | (751,322 | ) | (781,322 | ) | ||||||
| Joint venture settlement obligation | (3,997,091 | ) | - | (3,997,091 | ) | |||||||
| Convertible debenture | (785,129 | ) | (2,698,761 | ) | (3,483,890 | ) | ||||||
| Convertible debenture derivative | - | (1,027,427 | ) | (1,027,427 | ) | |||||||
| Net financial liabilities | $ | (4,872,776 | ) | $ | (6,196,892 | ) | $ | (11,069,668 | ) |
The Company's reported results will be affected by changes in the US dollar to Canadian dollar exchange rate. As of June 30, 2024, a 10% appreciation of the Canadian dollar relative to the US dollar would have decreased net financial liabilities by approximately $683,385 (December 31, 2023 - $619,689). A 10% depreciation of the US Dollar relative to the Canadian dollar would have had the equal but opposite effect. The Company has not entered into any agreements or purchased any instruments to hedge possible currency risk.
Risk and Uncertainties
Credit, Liquidity, Interest, Currency and Commodity Price Risk
The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. As at June 30, 2024, the Company's financial instruments include cash, marketable securities, other receivables, accounts payable and accrued liabilities, loan payable and promissory notes, joint venture settlement obligation, convertible debentures and convertible debenture derivatives.
The Company does not use derivative instruments or hedges to manage risks because the Company's exposure to credit risk, interest rate risk and currency risk is small.
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company is exposed to credit risk through its cash, which is held in a large Canadian financial institution with an issuer credit rating of A-1 by Standard & Poor's. The Company believes this credit risk is insignificant.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to short-term interest rates through the interest earned on cash balances and deposits; however, management does not believe this exposure is significant.
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company manages liquidity risk through the management of its capital structure. In order to meet its financial obligations, the Company will need to generate cash flow from the sale or otherwise disposition of property or raise additional funds.
| Q2 2024 MD&A (expressed in CAD Dollars) - period ended June 30, 2024 | |
| www.greenbriarliving.com |
Cash is stated at amounts compatible with those prevailing in the market, are highly liquid, and are maintained with prime financial institutions for high liquidity.
Real Property Ownership
All real property investments are subject to elements of risk such investments are affected by general economic conditions, local real estate markets, the attractiveness of the properties to residents, supply and demand for housing, competition from other available housing and various other factors. Demand for residential real estate in the United States could be adversely affected by weakness in the national, regional and local economies, changes in supply of, or demand for, similar or competing properties in an area and the excess amount of units in a particular market. To the extent that any of these conditions occur, they are likely to affect market value for residential building lots, which could cause a decrease in the Company's future potential sales revenue from the Property.
No History of Revenue
To date the Company has relied entirely upon the sale of common shares and the exercising of warrants to provide working capital to fund its administration, overhead costs and project development. There is no guarantee that the Company will enter into profitable agreements and earn revenue from operations. The Company has not commenced commercial production and the Company has no history or earnings or cash flow from its operations. Thus, there can be no assurance that the Company will be able to develop any value or that its activities will generate positive cash flow. The Company has not paid any dividends and it is unlikely to generate earnings or pay dividends in the immediate or foreseeable future. The Company has limited cash and other assets. A prospective investor in the Company must be prepared to rely solely upon the ability, expertise, judgment, discretion, integrity and good faith of the Company's management in all aspects of the development and implementation of the Company's business activities.
Market Price of the Common Shares
The Common Shares are listed and posted for trading on the TSXV and OTCQX. The Company's business is in an early stage of exploration and an investment in the Company's securities is highly speculative. There can be no assurance that an active trading market in the Company's securities will be established and maintained. Securities of companies involved in the resource industry have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. The price of the Common Shares is also likely to be significantly affected by short-term changes in commodity prices or in the Company's financial condition or results of operations as reflected in its quarterly earnings reports.
Current Global Financial Conditions
Events over the last number of years in global financial markets, including sovereign debt crises, have had a profound impact on the global economy and global financial conditions have been subject to volatility. Many industries are impacted by these market conditions. Some of the key impacts of the current financial market turmoil include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global equity, commodity, foreign exchange and precious metal markets and a lack of market liquidity. A continuing slowdown in financial markets or other economic conditions, including, but not limited to, consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates, and tax rates may adversely affect the Company's business, financial condition, results of operations and ability to grow.
| Q2 2024 MD&A (expressed in CAD Dollars) - period ended June 30, 2024 | |
| www.greenbriarliving.com |
Competition
The renewable energy development industry is highly competitive. The Company competes with other domestic and international power development companies that have greater financial, human and technical resources.
The Company's competitors may be able to respond more quickly to new laws or regulations or emerging technologies, or devote greater resources to the expansion or efficiency of their operations than the Company. In addition, current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties. Accordingly, it is possible that new competitors or alliances among current and new competitors may emerge and gain significant market share to the Company's detriment. The Company may also encounter increasing competition from other renewable energy companies in the Company's efforts to hire experienced professionals. Increased competition could adversely affect the Company's ability to attract necessary capital funding, to acquire it on acceptable terms, or to acquire suitable properties or prospects for development in the future. As a result of this competition, the Company may not be able to compete successfully against current and future competitors, and any failure to do so could have a material adverse effect on the Company's business, financial condition, results of operations and prospects.
Furthermore, there is no assurance that a ready market will exist for the sale of renewable energy. Factors beyond the control of the Company may affect the marketability of electrical power in existing markets. These factors include market fluctuations, the proximity and capacity of renewable power markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital or losing its investment capital.
Risks related to International Activities
A material portion of the business of the Company is located outside of Canada, with assets predominately in USA. The Company's international operations may be adversely affected by political or economic developments or social instability, which will not be within the Company's control, including, among other things, the risks of political unrest, labour disputes and unrest, war, terrorism, abduction, expropriation, nationalization, renegotiation or nullification of existing concessions, contracts and permits, government regulation, delays in obtaining or renewing or the inability to obtain or renew necessary permits, taxation policies, economic sanctions, fluctuating exchange rates, currency controls, high rates of inflation, limitations on foreign ownership and increased financing costs. The occurrence of any such events could have a material adverse effect on the Company's business and results of operations as currently contemplated.
Risks Associated with Joint Venture Agreements
Pursuant to agreements the Company may enter into in the course of its business, the Company's interest in its properties may become subject to the risks normally associated with the conduct of joint ventures. In the event that any of the Company's properties become subject to a joint venture, the existence or occurrence of one or more of the following circumstances and events could have a material adverse impact on the Company's profitability or the viability of its interests held through joint ventures, which could have a material adverse impact on the Company's business prospects, results of operations and financial condition: (i) disagreements with joint venture partners on how to conduct exploration; (ii) inability of joint venture partners to meet their obligations to the joint venture or third parties; and (iii) disputes or litigation between joint venture partners regarding budgets, development activities, reporting requirements and other joint venture matters.
Reliance on Key Individuals
The Company's success depends on its ability to attract and retain the services of key personnel who are qualified and experienced. In particular, the success of the Company is, and will continue to be to a significant extent, dependent on the expertise and experience of the Company's directors and senior management. It is expected that these individuals will be a significant factor in the Company's growth and success. The loss of the service of these individuals could have a material adverse effect on the Company.
| Q2 2024 MD&A (expressed in CAD Dollars) - period ended June 30, 2024 | |
| www.greenbriarliving.com |
The resource industry is largely driven by fluctuations in commodity prices which, when high, can lead to a large number of projects being developed which in turn increases the demand for skilled personnel, contractors, material and supplies. Accordingly, there is a risk to the Company of losing or being unable to secure enough suitable key personnel or key resources and, as a result, being exposed to increased capital and operating costs and delays, which may in turn adversely affect the development of the Company's projects, the results of operations and the Company's financial condition and prospectus.
Project Risk
- Availability of tax credits (Montalva)
- Interest rates at time of project financing
- Tax equity investor market, availability and pricing
- Uncertain financial markets and sponsor equity requirements
- Credit rating of off-takers (PREPA)
- Escalation of equipment cost such a wind turbines, battery storage and solar panels including import tariffs.
- Escalation of construction materials and EPC cost
- Increased labor rates
- Availability and timely delivery of key equipment
- Timely completion of interconnection by the transmission provider
- Weather related and force majeure events
- Labor disputes and work stoppage
- Receipt of timely and applicable rights and permits
- Construction delays and cost overruns
- Housing prices are subject to fluctuations that are beyond the Company's control
- Environmental and other regulatory requirements may add costs and uncertainty
- Availability and cost of insurance including hurricane insurance for Montalva
- Insurance policies that may be insufficient to cover losses
Material Accounting Policies and Estimates
The preparation of these consolidated financial statements in conformity with IFRS requires management to make judgments and estimates and form assumptions that affect the reporting amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period.
On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, revenue, and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions. Revisions to estimates and the resulting effects on the carrying amounts of the Company's assets and liabilities are accounted for prospectively.
Areas that often require significant management estimates and judgment are as follows:
Key areas of judgment
Functional currency
The functional currency for the Company and its subsidiaries is the currency of the primary economic environment in which each operates. The Company's functional and local currency is the Canadian dollar. The functional currency of the Company's subsidiaries is the US dollar. The determination of functional currency may require certain judgments to determent the primary economic environment. The Company reconsiders the functional currency used when there is a change in events and conditions which determined the primary economic environment.
Assets' carrying values and impairment charges
In determining carrying values and impairment charges the Company looks at recoverable amounts, defined as the higher of value in use or fair value less cost to sell in the case of assets, and at objective evidence that identifies significant or prolonged decline of fair value on financial assets indicating impairment. These determinations and their individual assumptions require that management make a decision based on the best available information at each reporting period.
| Q2 2024 MD&A (expressed in CAD Dollars) - period ended June 30, 2024 | |
| www.greenbriarliving.com |
Going concern of operations
These consolidated financial statements of the Company for the period ended December 31, 2023 do not give effect to adjustments, if any, that would be necessary should the Company be unable to continue as a going concern. If the going concern assumption was not used, then the adjustments required to report the Company's assets and liabilities on a liquidation basis could be material to these financial statements.
Marketable securities
The determination of the fair value requires significant judgement by the Company, on the date of purchase, and at each reporting date thereafter, consistent with fair value accounting guidance in accordance with IFRS 13, Fair Value Measurement.
Tax
Uncertainties exist with respect to the interpretation of complex tax regulations and the amount and timing of future taxable income. Deferred tax assets are recognized for all unused tax losses to the extent that it is probable that taxable earnings will be available against which the losses can be utilized. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable earnings together with future tax planning strategies.
Key sources of estimation uncertainty
Share-based payments
Amounts recorded for share-based payments are subject to the inputs used in the Black-Scholes option pricing model, including estimates such as volatility, forfeiture, dividend yield and expected option life.
Convertible debentures
Convertible debentures are separated into their liability and equity components on the statement of financial position. The liability component is initially recognized at fair value, calculated as the net present value of the liability, using estimated interest rates based upon non-convertible debentures issued by comparable issuers, and accounted for at amortized cost using the effective interest rate method.
Derivative Liability
The Company measures the fair value of the derivative by reference to the fair value on the convertible debenture issuance date with an estimated life ending on the convertible debenture maturity date and revalues them at each reporting date. In determining the fair value for the derivative liability, the Company used the Geometric Brownain motion model with the following assumptions: annualized volatility rate; market price of shares at the reporting date; risk-free interest rate; the remaining expected life of the embedded derivatives and an exchange rate at the reporting date. Changes to these estimates could result in the fair value of the derivative liability being less than or greater than the amount recorded.
Joint venture settlement obligation
The liability is initially recognized at fair value, calculated as the net present value of the liability, using estimated interest rates based upon debt issued by comparable issuers, and accounted for at amortized cost using the effective interest rate method.
| Q2 2024 MD&A (expressed in CAD Dollars) - period ended June 30, 2024 | |
| www.greenbriarliving.com |
Internal controls and procedures
During the period ended June 30, 2024, there has been no significant change in the Company's internal control over financial reporting since last year.
The Chief Executive Officer, President and Chief Financial Officer of the Company are responsible for establishing and maintaining appropriate information systems, procedures and controls to ensure that information used internally and disclosed externally is complete, reliable and timely. They are also responsible for establishing adequate internal controls over financial reporting to provide sufficient knowledge to support the representations made in this MD&A and the Company's annual financial statements for the year ended December 31, 2023 (together the "Annual Filings"). The Chief Executive Officer and Chief Financial Officer of the Company have filed the Venture Issuer Basic Certificate with the Annual Filings on SEDAR at http://www.sedarplus.ca.
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109"), the venture issuer basic certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures ("DC&P") and internal control over financial reporting ("ICFR"), as defined in NI 52-109. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency, and timeliness of interim and annual filings and other reports provided under securities legislation.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements included in this MD&A may contain "forward-looking statements" or "forward-looking information" (collectively referred to herein as "forward-looking statements") within the meaning of applicable Canadian securities laws, that relate to future events or the Company's future performance. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements include, but are not limited to, statements concerning: the future cash flows, profitability, financial and operating performance of the Company; estimated future real estate sales prices, commission fees, construction costs, capital costs, interest rates, rates of inflation, environmental considerations and labor availability; anticipated working-capital requirements; capital expenditures; requirements for additional capital; government regulation of operations; environmental risks; limitation of insurance coverage; and the maintenance of permits, licenses necessary for the Company's operations.
Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "proposes", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.
Forward-looking statements involve risk and uncertainties that may cause the Company's actual results to differ materially from those contemplated by the forward-looking statements. Factors that might cause or contribute to such differences include, among others, market price, continued availability of capital financing and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and those actual results or developments may differ materially from those projected in the forward-looking statements. Investors are also directed to consider other risks and uncertainties discussed in the Company's required financial statements and filings.
The reader should also consider carefully the matters discussed under the heading "Risks Factors and Uncertainties" elsewhere in this MD&A. Forward-looking statements contained herein are made as of the date hereof (or as of the date of a document incorporated herein by reference, as applicable). No obligation is undertaken to update publicly or otherwise revise any forward-looking statements or the foregoing lists of factors and assumptions, whether as a result of new information, future events or results or otherwise, except as required by law. Because forward-looking statements are inherently uncertain, readers should not place undue reliance on them. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement.
| Q2 2024 MD&A (expressed in CAD Dollars) - period ended June 30, 2024 | |
| www.greenbriarliving.com |
CAUTIONARY NOTE REGARDING FOFI
Certain information included in this MD&A may constitute future oriented financial information and financial outlook information (collectively, "FOFI") within the meaning of applicable Canadian securities laws. FOFI contained in this MD&A was approved by management as of the date of this MD&A and has been prepared and/or reviewed by management to provide an outlook of prospective results of operations, financial position or cash flows, based on assumptions about future economic conditions and courses of action. The FOFI has been prepared by management to provide an outlook of the Company's activities and results and has been prepared based on a number of assumptions, including the assumptions discussed under the heading "Cautionary Note Regarding Forward-Looking Information" and assumptions with respect to the costs and expenditures to be incurred by the Company, capital expenditures and operating costs, taxation rates for the Company and general and administrative expenses. Management does not have, or may not have had at the relevant date, firm commitments for all of the costs, expenditures, prices or other financial assumptions which may have been used to prepare the FOFI or assurance that such operating results will be achieved and, accordingly, the complete financial effects of all of those costs, expenditures, prices and operating results are not, or may not have been at the relevant date of the FOFI, objectively determinable.
Importantly, the FOFI contained in this MD&A are, or may be, based upon certain additional assumptions that management believes to be reasonable based on the information currently available to management, including, but not limited to, assumptions about: (i) the development strategy of the Company's projects, including estimated timelines, marketing efforts and sales targets, (ii) future economic conditions, (iii) the ability of the Company to obtain adequate financing, (iv) receipt of all required regulatory approvals, and (v) other assumptions described above under the heading "Cautionary Note Regarding Forward-Looking Statements". The FOFI or financial outlook contained in MD&A do not purport to present the Company's financial condition in accordance with IFRS as issued by the International Accounting Standards Board, and there can be no assurance that the assumptions made in preparing the FOFI will prove accurate. The actual results of operations of the Company and the resulting financial results will likely vary from the amounts described herein, and such variation may be material (including due to the occurrence of unforeseen events occurring subsequent to the preparation of the FOFI). The Company and management believe that the FOFI has been prepared on a reasonable basis, reflecting management's best estimates and judgments as at the applicable date. However, because this information is highly subjective and subject to numerous risks including the risks discussed under the heading "Risk and Uncertainty" and the other documents filed by the Company with applicable Canadian securities regulatory authorities, FOFI within this MD&A should not be relied on as necessarily indicative of future results.
Readers are cautioned not to place undue reliance on the FOFI contained in this MD&A. The Company disclaims any intent or obligation to update any FOFI, whether as a result of new information, future events or otherwise, unless required by applicable laws.
Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate
I, Jeff Ciachurski, Chief Executive Officer, of Greenbriar Sustainable Living Inc. certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A, (together, the "interim filings") of Greenbriar Sustainable Living Inc. (the "issuer") for the interim period ended June 30, 2024.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
Date: August 29, 2024
"Jeff Ciachurski"
_______________________
Jeff Ciachurski
Chief Executive Officer
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate
I, Anthony Balic, the Chief Financial Officer of Greenbriar Sustainable Living Inc., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A, (together, the "interim filings") of Greenbriar Sustainable Living Inc. (the "issuer") for the interim period ended June 30, 2024.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
Date: August 29, 2024
"Anthony Balic"
_______________________
Anthony Balic
Chief Financial Officer
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.