Greenbriar Sustainable Living Inc 6-K, filed Sep 5, 2023
Greenbriar Sustainable Living Inc. (GEBRF)
About this 6-K
Greenbriar Sustainable Living Inc filed this 6-K on September 5, 2023.
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 2023
Commission File No. 000-56391
GREENBRIAR CAPITAL CORP.
(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 CAPITAL CORP.
/s/ Jeff Ciachurski
______________________________________
Jeff Ciachurski
Chief Executive Officer
Date: September 5, 2023
NOTICE
RE: CONDENSED CONSOLIDATED INTERIM FINANCIALS STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022
The second quarter financial statements for the three and six months ended June 30, 2023 and 2022 have not been reviewed by the auditors of Greenbriar Capital Corp.
GREENBRIAR CAPITAL CORP.
"Anthony Balic"
Anthony Balic
Chief Financial Officer
Greenbriar Capital Corp.
Condensed Consolidated Interim Financial Statements
For Three and Six Months Ended June 30, 2023 and 2022
(amounts expressed in Canadian dollars, except where indicated)
| Greenbriar Capital Corp. Condensed Consolidated Interim Statements of Financial Position As at June 30, 2023 and December 31, 2022 (amounts expressed in Canadian dollars, except where indicated) |
| Note | As at June 30, 2023 |
As at December 31, 2022 |
|||||
| Assets | |||||||
| Current assets | |||||||
| Cash | $ | 33,827 | $ | 24,950 | |||
| Deposits and prepaid expenses - short term | 59,269 | 64,613 | |||||
| Other receivables | 11,601 | 8,780 | |||||
| Marketable securities | 6 | 1,787,400 | 1,819,800 | ||||
| Loan receivable | 4 | 205,655 | - | ||||
| 2,097,752 | 1,918,143 | ||||||
| Non-current assets | |||||||
| Deposits and prepaid expenses - long term | 34,945 | 32,029 | |||||
| Loan receivable | 4 | - | 644,990 | ||||
| Sage Ranch | 5 | 10,347,314 | 5,456,419 | ||||
| Power project acquisition and development costs | 7 | 6,989,171 | 7,001,549 | ||||
| Total assets | $ | 19,469,182 | $ | 15,053,130 | |||
| Liabilities | |||||||
| Current liabilities | |||||||
| Accounts payable and accrued liabilities | 8 | 4,881,404 | 4,855,747 | ||||
| Loans payable | 9 | 659,703 | 718,238 | ||||
| 5,541,107 | 5,573,985 | ||||||
| Non-current liabilities | |||||||
| Joint venture settlement obligation | 5 | 3,925,756 | - | ||||
| Convertible debt | 10 | 759,714 | - | ||||
| Total liabilities | 10,226,577 | 5,573,985 | |||||
| Shareholders' equity | |||||||
| Share capital | 11 | 26,427,622 | 25,490,912 | ||||
| Reserves | 11 | 8,037,114 | 7,797,368 | ||||
| Accumulated other comprehensive income | 731,968 | 1,033,389 | |||||
| Deficit | (25,954,099 | ) | (24,842,524 | ) | |||
| Total shareholders' equity | 9,242,605 | 9,479,145 | |||||
| Total liabilities and shareholders' equity | $ | 19,469,182 | $ | 15,053,130 |
Nature of operations and going concern (note 1)
Commitments and contingencies (note 16)
Approved by the Board of Directors
| "Jeff Ciachurski" | Director | "Cliff Webb” " | Director |
| Greenbriar Capital Corp. Condensed Consolidated Interim Statements of Loss and Comprehensive Loss For the three and six months ended June 30, 2023 and 2022 (amounts expressed in Canadian dollars, except where indicated) |
| Notes |
Three months Ended June 30, |
Six months Ended June 30, |
|||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||
| General and administration expenses | |||||||||||||
| Consulting and management fees | 15 | $ | (189,969 | ) | $ | (125,815 | ) | $ | (318,765 | ) | $ | (243,891 | ) |
| General and administrative | (123,785 | ) | (115,516 | ) | (273,822 | ) | (201,811 | ) | |||||
| Marketing and donations | (19,251 | ) | (507,447 | ) | (50,116 | ) | (541,137 | ) | |||||
| Finance cost | (17,889 | ) | (9,756 | ) | (24,304 | ) | (19,667 | ) | |||||
| Interest income | 6,805 | 11,698 | 29,215 | 11,698 | |||||||||
| Share-based payment expense | 11 | - | (171,464 | ) | (131,793 | ) | (429,189 | ) | |||||
| Professional fees | (201,797 | ) | (155,655 | ) | (365,568 | ) | (304,388 | ) | |||||
| (545,886 | ) | (1,073,955 | ) | (1,135,153 | ) | (1,728,385 | ) | ||||||
| Other (expenses) income, net | |||||||||||||
| Foreign exchange loss | 19,785 | (74,271 | ) | 23,578 | (44,375 | ) | |||||||
| Unrealized gain (loss) on marketable securities | - | 151,125 | - | (133,594 | ) | ||||||||
| Share of loss on investment in associate | - | (243,097 | ) | - | (243,097 | ) | |||||||
| Loss on settlement of accounts payable and accrued liabilities | - | 1,098 | - | 1,098 | |||||||||
| Loss | (526,101 | ) | (1,239,100 | ) | (1,111,575 | ) | (2,148,353 | ) | |||||
| Other comprehensive gain ("OCI") |
|||||||||||||
| Cumulative translation adjustment | (289,082 | ) | 259,778 | (301,421 | ) | 141,961 | |||||||
| Total comprehensive loss | $ | (815,183 | ) | $ | (979,322 | ) | $ | (1,412,996 | ) | $ | (2,006,392 | ) | |
| Loss per share-basic and diluted | $ | (0.02 | ) | $ | (0.04 | ) | $ | (0.03 | ) | $ | (0.07 | ) | |
| Weighted average shares outstanding-basic and diluted | 33,645,109 | 31,571,929 | 33,645,109 | 30,490,987 | |||||||||
| Total shares issued and outstanding | 33,713,355 | 31,571,929 | 33,713,355 | 31,571,929 | |||||||||
| Greenbriar Capital Corp. Condensed Consolidated Interim Statements of Changes in Shareholders' Equity For the six months ended June 30, 2023 and 2022 (amounts expressed in Canadian dollars, except where indicated) |
| Notes | Shares |
Share capital |
Share-based payment reserves |
Warrants reserves |
Convertible debt reserves |
Accumulated other comprehensive income |
Deficit | Total Shareholders' Equity |
|||||||||||||||||
| 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 | 11 | 360,000 | 291,857 | - | 158,143 | - | - | - | 450,000 | ||||||||||||||||
| Share issuance cost | 11 | (7,482 | ) | - | - | - | - | - | (7,482 | ) | |||||||||||||||
| Options exercised | 11 | 238,500 | 652,335 | (272,835 | ) | - | - | - | - | 379,500 | |||||||||||||||
| Cumulative translation adjustment | - | - | - | - | - | (301,421 | ) | - | (301,421 | ) | |||||||||||||||
| Share-based payment expense | 11 | - | - | 131,793 | - | - | - | - | 131,793 | ||||||||||||||||
| Conversion of debt to warrants | - | - | - | 185,426 | - | - | - | 185,426 | |||||||||||||||||
| Convertible debt issuance | 10 | - | - | - | - | 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 | ) | $ | 9,242,605 | |||||||||
| Balance at December 31, 2021 | 28,992,429 | $ | 20,199,151 | $ | 3,784,761 | $ | 1,916,806 | $ | - | $ | 431,017 | $ | (22,079,390 | ) | $ | 4,252,345 | |||||||||
| Loss for the period | - | - | - | - | - | - | (2,148,353 | ) | (2,148,353 | ) | |||||||||||||||
| Private placement | 11 | 2,059,000 | 1,634,864 | - | 938,886 | - | - | - | 2,573,750 | ||||||||||||||||
| Options exercised | 11 | 520,500 | 1,179,555 | (523,555 | ) | - | - | - | - | 656,000 | |||||||||||||||
| Share issuance cost | - | (20,221 | ) | - | - | - | - | - | (20,221 | ) | |||||||||||||||
| Share-based payment expense | 11 | - | - | 429,189 | - | - | - | - | 429,189 | ||||||||||||||||
| Cumulative translation adjustment | - | - | - | - | - | 141,961 | - | 141,961 | |||||||||||||||||
| Balance at June 30, 2022 | 31,571,929 | $ | 22,993,349 | $ | 3,690,395 | $ | 2,855,692 | $ | - | $ | 572,978 | $ | (24,227,743 | ) | $ | 5,884,671 | |||||||||
| Greenbriar Capital Corp. Consolidated Statements of Cash Flows For the three and Six months ended June 30, 2023 and 2022 (amounts expressed in Canadian dollars, except where indicated) |
| Note | Three months Ended June 30, |
Six months Ended June 30, |
|||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||
| Cash used from operating activities | |||||||||||||
| Loss for the period | $ | (526,101 | ) | $ | (1,239,100 | ) | $ | (1,111,575 | ) | $ | (2,148,353 | ) | |
| Items not affecting cash | |||||||||||||
| Unrealized foreign exchange gain (loss) | (21,104 | ) | 74,271 | (23,236 | ) | 44,375 | |||||||
| Gain on settlement of account payable and accrued liabilities | - | (1,098 | ) | - | (1,098 | ) | |||||||
| Share-based payment expense | 11 | - | 171,464 | 131,793 | 429,189 | ||||||||
| Unrealized gain on marketable securities | - | (151,125 | ) | - | 133,594 | ||||||||
| Share of loss on investment in associate | - | 243,097 | - | 243,097 | |||||||||
| Accrued interest income | 4 | (6,805 | ) | - | (29,125 | ) | - | ||||||
| (554,010 | ) | (902,491 | ) | (1,032,143 | ) | (1,299,196 | ) | ||||||
| Change in non-cash operating working capital | |||||||||||||
| Decrease (increase) in receivables and prepaid expenses | 25,038 | 5,985 | (827 | ) | 15,928 | ||||||||
| Increase (decrease) in accounts payable and accrued liabilities | (384,837 | ) | (473,221 | ) | (306,358 | ) | (818,353 | ) | |||||
| (913,809 | ) | (1,369,727 | ) | (1,339,328 | ) | (2,101,621 | ) | ||||||
| Cash flows used in investing activities | |||||||||||||
| Sage ranch | 5 | (572,151 | ) | (208,642 | ) | (797,945 | ) | (455,899 | ) | ||||
| Power project development and construction costs | 7 | (25,831 | ) | (102,401 | ) | (37,998 | ) | (191,635 | ) | ||||
| (597,982 | ) | (311,043 | ) | (835,943 | ) | (647,534 | ) | ||||||
| Cash flows used in financing activities | |||||||||||||
| Cash paid on executive loans | (27,000 | ) | (1,682 | ) | (27,000 | ) | (44,281 | ) | |||||
| Cash received on executive loans | 9 | - | - | 59,580 | - | ||||||||
| Cash paid on shareholder loans | 9 | (125,000 | ) | - | (125,000 | ) | - | ||||||
| Cash received on shareholder loans | 9 | - | 50,000 | - | |||||||||
| Convertible debt issuance | 10 | 1,000,000 | - | 1,000,000 | - | ||||||||
| Private placement proceeds | 11 | 386,000 | - | 386,000 | 2,368,750 | ||||||||
| Share issuance cost | 11 | (7,482 | ) | - | (7,482 | ) | - | ||||||
| Subscription received in advance | (150,000 | ) | - | - | - | ||||||||
| Options exercises | 11 | - | - | 379,500 | 656,000 | ||||||||
| Related company loan | 4 | 451,550 | (183,000 | ) | 468,550 | (229,524 | ) | ||||||
| 1,528,068 | (184,682 | ) | 2,184,148 | 2,750,945 | |||||||||
| Increase in cash | $ | 16,277 | $ | (1,865,452 | ) | $ | 8,877 | $ | 1,790 | ||||
| Cash - beginning of period | 17,550 | 1,876,515 | 24,950 | 9,273 | |||||||||
| Cash - end of period | $ | 33,827 | $ | 11,063 | $ | 33,827 | $ | 11,063 | |||||
The accompanying notes are an integral part of these consolidated financial statements.
| Greenbriar Capital Corp. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2023 and 2022 (amounts expressed in Canadian dollars, except where indicated) |
1 Nature of operations and going concern
Greenbriar Capital Corp. ("Greenbriar" or the "Company") is a leading developer of entry-level housing, renewable energy, green technology and sustainable investment projects. Greenbriar was incorporated under British Columbia Business Corporations Act on April 2, 2009 and is a real estate issuer on the TSX Venture Exchange. The Company registered records office is located at Suite 1500 - 1055 West Georgia, 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".
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 $1,111,575 (2022 - $2,148,353) for the six months ended June 30, 2023. As at June 30, 2023, the Company had an accumulated deficit of $25,954,099 (December 31, 2022 - $24,842,524) and a working capital deficiency of $3,443,355 (December 31, 2022 - deficiency of $3,655,842). 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 and cause significant doubt about 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.
Recent global issues, including the ongoing COVID-19 pandemic and 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, 2022.
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, 2022. 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, 2022. 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, 2023.
| Greenbriar Capital Corp. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2023 and 2022 (amounts expressed in Canadian dollars, except where indicated) |
3 Significant 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.
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:
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.
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.
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.
4 Loan Receivable
| June 30, 2023 | December 31, 2022 | |||||
| Opening balance | $ | 644,990 | $ | 1,833,979 | ||
| Funds received, net of repayment | (468,550 | ) | 67,124 | |||
| Share for debt | - | (1,290,000 | ) | |||
| Interest receivable | 29,215 | 33,887 | ||||
| Ending receivable balance | $ | 205,655 | $ | 644,990 |
| Greenbriar Capital Corp. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2023 and 2022 (amounts expressed in Canadian dollars, except where indicated) |
As at June 30, 2023, the Company had a loan receivable of $205,655 (December 31, 2022 - $644,990) 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 CFO of the Company, Anthony Balic, is also the CFO of Captiva.
On February 17, 2022, the Company settled $1,290,000 of the loan receivable through a shares for debt settlement pursuant to which Captiva issued the Company a total of 25,800,000 common shares at a fair value of $0.08 per common share resulting in a gain on settlement of loan receivable of $774,000 (Note 6).
On April 20, 2022, the Company entered into a promissory note with Captiva for the remainder of the receivable accruing interest at the rate of 8% per annum for a term of 24 months. As at June 30, 2023, interest income of $29,215 (December 31, 2022 - $33,887) has been accrued.
5 Sage Ranch
| June 30, 2023 | December 31, 2022 | |||||
| Opening balance | $ | 5,456,188 | $ | 1,851,487 | ||
| Land appraisal & related fees | 1,089,243 | 1,503,008 | ||||
| Captiva Join Venture Settlement | 3,925,756 | - | ||||
| Water rights | - | 1,975,455 | ||||
| Unrealized foreign exchange | (123,873 | ) | 126,238 | |||
| $ | 10,347,314 | $ | 5,456,188 |
During the year ended December 31, 2022, the Company acquired water rights for the Sage Ranch project by way of a debt settlement agreement with an officer and director of the Company. 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 (Note 11).
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 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 original 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 is in default on such funding obligations and no determination has been made as to the affects to the JV at this point in time).
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.
On June 22, 2023, the Company and Captiva have agreed that the Company will pay Captiva 10% of Sage Ranch's net profits per year until the $5,591,588 that Captiva has spent on the property is repaid in settlement of the Option and Joint Venture Agreement. Subsequent to period end on August 21, 2023, the Company entered into an amended agreement with Captiva whereby the Company will pay Captiva the outstanding $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. The present value of $3,925,756 of these future payments discounted at a rate of 12% has been accrued to the project.
| Greenbriar Capital Corp. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2023 and 2022 (amounts expressed in Canadian dollars, except where indicated) |
6 Marketable securities and investment in associate
| December 31, 2022 Fair value |
Acquired |
Disposed | FX Adjusted | June 30, 2023 Fair value |
|||||||||||
| Green Matters | $ | 1,819,800 | $ | - | $ | - | $ | (32,400 | ) | $ | 1,787,400 | ||||
| Total | $ | 1,819,800 | $ | - | $ | - | $ | (32,400 | ) | $ | 1,787,400 |
| December 31, 2021 Fair value |
Acquired |
Disposed | Gain/(Loss) | December 31, 2022 Fair value |
|||||||||||
| Captiva | $ | 454,219 | $ | - | $ | (855,000 | ) | $ | 400,781 | $ | - | ||||
| Green Matters | - | 1,819,800 | - | - | 1,819,800 | ||||||||||
| Total | $ | 454,219 | $ | 1,819,800 | $ | (855,000 | ) | $ | 400,781 | $ | 1,819,800 |
During the year ended December 31, 2022, the Company received 900,000 shares in Green Matters Technologies Inc. ("Green Matters") which is a private Canadian corporation. The shares were received as payment for consulting services provided by the Company which was valued at USD $1.50 per share for a total of $1,819,800.
On February 15, 2022, the Company settled $1,290,000 of the loan receivable with Captiva through a shares for debt settlement pursuant to which Captiva issued the Company a total of 25,800,000 common shares at a fair value of $0.08 per common share. Subsequent to this transaction, the Company owned 19.99% of Captiva and with the fact that the Company and Captiva have common executives and directors, it was determined that the Company had significant influence after the shares for debt transaction and will account for the investment under the equity method.
During the year ended December 31, 2022, the Company sold 36,487,500 shares of Captiva for net proceeds of $722,393 resulting in a loss on disposition of $2,093,851. After this sale, the Company no longer had any ownership in Captiva.
| Investment in associate | June 30, 2023 | December 31, 2022 | ||||
| Opening balance | $ | - | $ | - | ||
| Transition from marketable security to equity method | - | 855,000 | ||||
| Shares for debt transaction | - | 2,064,000 | ||||
| Equity pick-up | - | (102,756 | ) | |||
| Disposition | - | (2,816,244 | ) | |||
| $ | - | $ | - |
As at June 30, 2023 and December 31, 2022, the Company owned nil shares of Captiva.
| Greenbriar Capital Corp. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2023 and 2022 (amounts expressed in Canadian dollars, except where indicated) |
7 Power project acquisition and development costs
| Development Costs | Acquisition Costs | Total | |||||||
| December 31, 2021 | $ | 4,578,754 | $ | 1,584,750 | $ | 6,163,504 | |||
| Additions | 424,420 | - | 424,420 | ||||||
| Unrealized foreign exchange | 305,375 | 108,250 | 413,625 | ||||||
| December 31, 2022 | $ | 5,308,549 | $ | 1,693,000 | $ | 7,001,549 | |||
| Additions | 146,118 | - | 146,118 | ||||||
| Unrealized foreign exchange | (120,496 | ) | (38,000 | ) | (158,496 | ) | |||
| June 30, 2023 | $ | 5,334,171 | $ | 1,655,000 | $ | 6,989,171 |
Montalva Project
In April 2013, the Company entered into a 50/50 arrangement to create 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") which the partnership through its wholly owned subsidiary, PBJL Energy Corporation, currently has rights to.
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"), the Company now owns 100% of AG .
Under the terms of the Master Agreement, the Company filed its 100 MW AC Montalva Solar Project with PREPA on September 5, 2013, requesting an interconnection evaluation and issuance of a project specific PPOA for Montalva. After numerous delays by PREPA and failed attempts by the Company through emails and correspondence to PREPA 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.
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 has met with PREPA representatives in 2019 and the negotiations are ongoing.
On May 19, 2020, the Company announced that it has reached agreement with the PREPA on a 25-year PPOA for the development, construction, and operation of the Montalva solar project. On May 28, 2020, the Governing Board of PREPA approved the contract.
On August 7, 2020, the Company received unanimous approval from the Puerto Rico Energy Bureau and the Montalva PPOA moved on to final approval by the Puerto Puerto Rico Financial Oversight and Management Board (FOMB). On February 26, 2021, the FOMB approved two projects and excluded the approval of the Montalva project. The Company is in the process of seeking avenues to have the FOMB decision overturned or to have the FOMB approve the projects approved by PREPA. As part of this process, currently the Company together with PREPA are in negotiations in front of PREB.
In addition, the Company has submitted an application in the new Request for Proposal the FOMB asked the non-selected projects to apply to in case the above actions are unsuccessful.
| Greenbriar Capital Corp. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2023 and 2022 (amounts expressed in Canadian dollars, except where indicated) |
Land Lease Agreements
The below Montalva and Lajas Farm Option Agreements provide for a land lease with a term of twenty-five years and 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.
The Company entered into an option agreement dated September 9, 2013, which gives the Company the exclusive right and option to lease land in Puerto Rico (the "Montalva Option Agreement").
On various dates since execution of the land purchase option agreement, the parties have executed six separate amendments to extend the expiration date. On December 7, 2020, the Company entered into a further extension to December 31, 2021 to make option payments: US $20,000 within 30 days of signing of the agreement, additional US $20,000 within 30 days, but in no event prior to June 1, 2021, of signing by PPOA with PREPA.
The Lajas Farm option agreement is comprised of three separate lease agreements. On December 1, 2013, the Company entered into an option agreement with renewal options which gives the Company the exclusive right and option to lease an additional site in Puerto Rico for the Montalva Project ("Original Lajas Farm Option").
On January 1, 2014, the Company entered into two additional option agreements for five years each (the "Secondary Lajas Farm Option"), which gives the Company the exclusive right and option to lease additional land in Lajas, Puerto Rico to further expand the Montalva Project.
During the period ended June 30, 2023, the Company entered into additional extension agreements extending the option term on all agreements to December 31, 2023 and agreeing to make payments totalling US$111,000.
During the year ending December 31, 2022, the Company made payment totalling USD$115,775.
Included in the power project development and construction costs balance for AG Solar are costs related to environmental assessments and land lease option payments.
8 Accounts payable and accrued liabilities
| June 30, 2023 | December 31, 2022 | |||||
| Project related accounts payables, and other accounts payable | $ | 29,973 | $ | 1,383,706 | ||
| Accrued liabilities | 4,851,431 | 3,472,041 | ||||
| Total accounts payable and accrued liabilities | $ | 4,881,404 | $ | 4,855,747 |
During the period ended June 30, 2023, the Company reversed $nil (December 31, 2022- $1,098) in accounts payable related to amounts that were no longer payable.
9 Loans payable
| Shareholder loans | June 30, 2023 | December 31, 2022 | ||||
| Principal opening balance | $ | 460,496 | $ | 126,780 | ||
| Net Addition | (75,000 | ) | 325,056 | |||
| Unrealized foreign exchange | (10,336 | ) | 8,660 | |||
| Principal ending balance | 375,160 | $ | 460,496 |
| Greenbriar Capital Corp. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2023 and 2022 (amounts expressed in Canadian dollars, except where indicated) |
In September 2014, the Company received two loans from an independent shareholder that bear interest of 10% per annum, compounded monthly and were repayable on February 25, 2015. As these loans are past the repayment date they are now due on demand. During the year ended December 31, 2022, the Company received additional loans from a shareholder which are unsecured, non-interest bearing loans which are due on demand. During the period ended June 30, 2023, the Company received additional loans from a shareholder which are unsecured, non-interest bearing loan which are due on demand, $125,000 of the principal was repaid. As at June 30, 2023, total accrued interest was $195,584 (December 31, 2022 - $183,169) and was included in account payables and accrued liabilities.
| Director loans | June 30, 2023 | December 31, 2022 | ||||
| Principal opening balance | $ | 257,742 | $ | 343,796 | ||
| Repayment | - | (104,248 | ) | |||
| Unrealized foreign exchange | (5,785 | ) | 18,194 | |||
| Principal ending balance | $ | 251,957 | $ | 257,742 |
The loans bear interest of between 10% and 12% per annum and are repayable at varying terms from on demand to January 2017. Any loan past repayment date is now due on demand. During the year ended December 31, 2022, $77,198 of the principal was settled in shares issued through the private placement. As at June 30, 2023, total interest accrued was $477,001 (December 31, 2022 - $450,378) and was included in account payables and accrued liabilities.
| Executive loans | June 30, 2023 | December 31, 2022 | ||||
| Principal opening balance | $ | - | $ | 87,186 | ||
| Addition loan | 60,626 | - | ||||
| Net repayments | (27,000 | ) | (119,281 | ) | ||
| Unrealized foreign exchange | (1,040 | ) | 32,095 | |||
| Principal ending balance | $ | 32,586 | $ | - |
As at June 30, 2023, the Company had outstanding loans from the CEO and the CEO's spouse of $32,585 (December 31, 2022 - $nil). The loans bore interest between 10% and 12% per annum and were repayable at varying terms from on-demand to November 2016. Any loan past repayment date was due on demand. During the period ended June 30, 2023, the Company received additional loans from a executive which are unsecured. As at June 30, 2023, total interest accrued was $114,354 (December 31, 2022 - $116,147) and was included in account payables and accrued liabilities.
| Promissory note | June 30, 2023 | December 31, 2022 | ||||
| Principal opening balance | $ | - | $ | 90,000 | ||
| Promissory settled by shares | - | (90,000 | ) | |||
| Principal ending balance | $ | - | $ | - |
During the year ended, December 31, 2020, an unexercised convertible debt instrument was re-classified as a loan payable. During the year ended December 31, 2020 an additional $56,250 was loaned to the Company. On April 22, 2021, the Company settled $131,250 of the promissory note in a shares for debt transaction. The total amount settled including interest was $165,497 in exchange for the issuance of 133,465 common shares and $15,000 in cash which was paid on April 22, 2021. During the year ended December 31, 2022, the Company settled $141,181 of the promissory note inclusive of interest in a private placement. As at December 31, 2022, the total accrued interest related to the debenture was $nil and was included in account payables and accrued liabilities.
| Greenbriar Capital Corp. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2023 and 2022 (amounts expressed in Canadian dollars, except where indicated) |
10 Convertible debenture
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. As part of the terms of the offering, the debenture holder has been issued 460,000 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 June 30, 2026 (Note 11).
Based on the discount factor of 13.5% over the Debenture's term of three years, the equity portion was valued at $37,219. Accretion for the debenture for the period ended June 30, 2023 was $nil (2022-$nil). Interest for the debenture for the period ended June 30, 2021 was $nil (2022-$nil).
| June 30, 2023 | December 31, 2022 | |||||
| Opening balance | $ | - | $ | - | ||
| Principal issued | 1,000,000 | - | ||||
| Equity portion | (37,219 | ) | - | |||
| Capitalized transaction costs | (17,641 | ) | - | |||
| Detachable warrants | (185,426 | ) | - | |||
| Accretion | - | - | ||||
| Ending balance, classified as long-term | $ | 759,714 | $ | - |
11 Share capital and reserves
a) Authorized and outstanding
As at June 30, 2023, the Company had unlimited authorized common shares without par value and 34,073,355 common issued and outstanding (December 31, 2022 - 33,474,855).
b) Share issuances
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 $450,000 and a reduction of accounts payable and loans 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.
The fair value of these warrants at the date of grant was estimated at $158,143 using the proportionate allocation method. The warrants for this method 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, 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. As part of the terms of the offering, the debenture holder has been issued 460,000 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 June 30, 2026.
The fair value of these warrants at the date of grant was estimated at $185,426 using the proportionate allocation method. The warrants for this method 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 Capital Corp. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2023 and 2022 (amounts expressed in Canadian dollars, except where indicated) |
- During the period end, 238,500 options were exercised for gross proceeds of $379,500.
Fiscal 2022
- On March 28, 2022, the Company closed a non-brokered private placement and issued 2,059,000 units at a price of $1.25 per unit for gross proceeds of $2,368,750 and a reduction of accounts payable and loans payable of $205,000 (Note 10). 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 $1.35 until March 28, 2025. The Company incurred $20,221 in share issuance costs as part of the transaction.
The fair value of these warrants at the date of grant was estimated at $938,886 using the proportionate allocation method. The warrants for this method were valued using the Black-Scholes option pricing model with the following assumptions: a 3 year expected life; 92.23% volatility; risk-free interest rate of 2.37%; and a dividend yield of 0%.
- On November 29, 2022, the Company closed a non-brokered private placement and issued 577,000 units at a price of $1.30 per unit for gross proceeds of $750,100. Each unit comprises one common share and one share purchase warrant. Each warrant is convertible into one common share at a price of $1.50 per share until November 29, 2025. The Company incurred $4,501 in share issuance costs as part of the transaction.
The fair value of these warrants at the date of grant was estimated at $285,709 using the proportionate allocation method. The warrants for this method were valued using the Black-Scholes option pricing model with the following assumptions: a 3 year expected life; 89.57% volatility; risk-free interest rate of 3.95%; and a dividend yield of 0%.
- During the year ended December 31, 2022, the Company issued 770,500 common shares related to option exercises for proceeds of $956,000.
- During the year ended December 31, 2022, 150,000 warrants were exercised in settlement of accounts payable and loans of $202,500.
- During the year ended December 31, 2022, the Company issued 925,926 units for water rights. 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 for a period of three years.
The fair value of these warrants at the date of grant was estimated at $716,196 and was recorded as a cost of acquisition of the water rights. The warrants were valued using the Black-Scholes option pricing model with the following assumptions: a 3 year expected life; 89.44% volatility; risk-free interest rate of 3.48%; and a dividend yield of 0%.
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.
- On February 9, 2023, the Company issued 75,000 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 $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 $1.50 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 January 25, 2022, the Company issued 500,000 incentive stock option to consultants of the Company exercisable at $1.25 per share for a period of 3 years. The fair value of the share options was estimated at $356,850 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 93.38%, dividend payment during life of option was nil, risk free interest rate 1.40%, weighted average fair value per option $0.71, share price $1.22.
| Greenbriar Capital Corp. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2023 and 2022 (amounts expressed in Canadian dollars, except where indicated) |
- On June 23, 2022, the Company issued 100,000 incentive stock option to a consultant of the Company exercisable at $1.15 per share for a period of 3 years. The fair value of the share options was estimated at $72,339 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 104.31%, dividend payment during life of option was nil, risk free interest rate 3.14%, weighted average fair value per option $0.72, share price $1.12.
- On October 11, 2022, the Company issued 650,000 incentive stock option to a consultant of the Company exercisable at $1.35 per share for a period of 3 years. The fair value of the share options was estimated at $525,276 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 90.53%, dividend payment during life of option was nil, risk free interest rate 4.03%, weighted average fair value per option $0.81, share price $1.36.
Total share options granted during the period ended June 30, 2023 were 225,000 (December 31, 2022 - 1,250,000). Total share-based payment expense recognized for the fair value of share options granted and vested during the period ended June 30, 2023 was $131,793 (2022 - $429,189).
A summary of stock option information as at June 30, 2023 and December 31, 2022 is as follows:
| June 30, 2023 | December 31, 2022 | |||||||||||
| Number of shares |
Weighted average exercise price |
Number of shares |
Weighted average exercise price |
|||||||||
| Outstanding - beginning of year | 2,710,000 | $ | 1.35 | 2,330,500 | $ | 1.34 | ||||||
| Granted | 225,000 | 1.23 | 1,250,000 | 1.29 | ||||||||
| Exercised | (238,500 | ) | 1.43 | (770,500 | ) | 1.24 | ||||||
| Expired | (125,000 | ) | 1.35 | (100,000 | ) | 1.38 | ||||||
| Cancelled | (530,000 | ) | 1.50 | - | - | |||||||
| Outstanding - end of period | 2,041,500 | $ | 1.29 | 2,710,000 | $ | 1.35 | ||||||
| Greenbriar Capital Corp. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2023 and 2022 (amounts expressed in Canadian dollars, except where indicated) |
The following table discloses the number of options and vested options outstanding as at June 30, 2023:
| Number of options Outstanding and exercisable |
Weighted average exercise price |
Weighted average remaining contractual life (years) |
| 250,000 | 1.00 | 0.79 |
| 50,000 | 1.50 | 0.43 |
| 66,500 | 2.00 | 0.56 |
| 350,000 | 1.35 | 1.02 |
| 500,000 | 1.25 | 1.58 |
| 100,000 | 1.15 | 1.98 |
| 500,000 | 1.35 | 2.28 |
| 75,000 | 1.50 | 2.62 |
| 150,000 | 1.10 | 2.62 |
| 2,041,500 | $1.28 | 1.63 |
The following table discloses the number of warrants outstanding as at:
| June 30, 2023 | December 31, 2022 | |||||||||||
| Number of shares |
Weighted average exercise price |
Number of shares |
Weighted average exercise price |
|||||||||
| Outstanding - beginning of year | 5,371,896 | $ | 1.49 | 2,059,470 | $ | 1.62 | ||||||
| Granted | 820,000 | 1.39 | 3,561,926 | 1.40 | ||||||||
| Exercised | - | - | (150,000 | ) | 1.35 | |||||||
| Expired | (250,000 | ) | 2.50 | (99,500 | ) | 1.62 | ||||||
| Outstanding - end of period | 5,941,896 | $ | 1.43 | 5,371,896 | $ | 1.49 | ||||||
| Outstanding warrants | Expiry Date | Exercise price |
| 11,000 | April 24, 2024 | $0.55 |
| 520,000 | April 24, 2024 | $0.55 |
| 878,970 | September 14, 2023 | $2.00 |
| 300,000 | November 8, 2023 | $1.75 |
| 1,909,000 | March 28, 2025 | $1.35 |
| 577,000 | November 29, 2025 | $1.50 |
| 925,926 | December 13, 2025 | $1.46 |
| 360,000 | May 3, 2028 | $1.50 |
| 460,000 | June 30, 2026 | $1.30 |
| 5,941,896 |
| Greenbriar Capital Corp. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2023 and 2022 (amounts expressed in Canadian dollars, except where indicated) |
12 Financial instruments
The Company examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of those risks.
Categories of financial instrument
| June 30, 2023 | December 31, 2022 | ||||||||||||
| Fair Value Hierarchy |
Carrying value $ |
Fair value $ |
Carrying value $ |
Fair value $ |
|||||||||
| Financial assets | |||||||||||||
| Fair value through profit and loss ("FVTPL") | |||||||||||||
| Cash | Level 1 | 33,827 | 33,827 | 24,950 | 24,950 | ||||||||
| Marketable securities | Level 2 | 1,787,400 | 1,787,400 | 1,819,800 | 1,819,800 | ||||||||
| Amortized cost | |||||||||||||
| Other receivables | N/A | 11,601 | 11,601 | 8,780 | 8,780 | ||||||||
| Related company loan receivable | N/A | 205,655 | 205,655 | 644,900 | 644,900 | ||||||||
| Financial liabilities | |||||||||||||
| Other financial liabilities | |||||||||||||
| Accounts payable and accrued liabilities | N/A | 4,881,404 | 4,881,404 | 4,855,747 | 4,855,747 | ||||||||
| Loan payable | N/A | 659,703 | 659,703 | 718,238 | 718,238 | ||||||||
| Joint venture settlement obligation | N/A | 3,925,756 | 3,925,756 | - | - | ||||||||
| Convertible debenture | N/A | 759,714 | 759,714 | - | - | ||||||||
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
The Company did not move any instruments between levels of the fair value hierarchy during the period ended June 30, 2023 and December 31, 2022.
The fair value of the related company loan receivable is considered to approximate its carrying value as it was only re-negotiated to a two year promissory note during fiscal 2022 therefore classified as long term. The remainder fair values of all financial instruments are considered to approximate their carrying values due to their short-term nature.
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, and loans; however, management does not believe this exposure is significant.
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.
| Greenbriar Capital Corp. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2023 and 2022 (amounts expressed in Canadian dollars, except where indicated) |
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 | |||||||
| Accounts payable and accrued liabilities | $ | 4,881,404 | $ | - | $ | 4,881,404 | |||
| Loan payables | 659,703 | - | 659,703 | ||||||
| Joint venture settlement obligation | - | 3,925,756 | 3,925,756 | ||||||
| Convertible debenture | - | 759,714 | 759,714 | ||||||
| Total | $ | 5,541,107 | $ | 4,685,470 | $ | 10,226,577 |
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, 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 | $ | 33,778 | $ | 49 | $ | 33,827 | |||
| Other receivables | 11,601 | - | 11,601 | ||||||
| Related company loan receivable | 205,655 | - | 205,655 | ||||||
| Marketable securities | - | 1,787,400 | 1,787,400 | ||||||
| 251,034 | 1,787,449 | 2,038,483 | |||||||
| Financial liabilities | |||||||||
| Accounts payable and accrued liabilities | $ | (549,219 | ) | $ | (4,332,185 | ) | $ | (4,881,404 | ) |
| Loan payable | - | (659,703 | ) | (659,703 | ) | ||||
| Joint venture settlement obligation | (3,925,756 | ) | - | (3,925,756 | ) | ||||
| Convertible debenture | (759,714 | ) | - | (759,714 | ) | ||||
| Net financial liabilities | $ | (4,983,655 | ) | $ | (3,204,439 | ) | $ | (8,188,094 | ) |
| Greenbriar Capital Corp. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2023 and 2022 (amounts expressed in Canadian dollars, except where indicated) |
The Company's financial assets and liabilities as at December 31, 2022 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 | $ | 23,983 | $ | 967 | $ | 24,950 | |||
| Other receivables | 8,780 | - | 8,780 | ||||||
| Related company loan receivable | 644,990 | - | 644,990 | ||||||
| Marketable securities | - | 1,819,800 | 1,819,800 | ||||||
| 677,753 | 1,820,767 | 2,498,520 | |||||||
| Financial liabilities | |||||||||
| Accounts payable and accrued liabilities | $ | (253,651 | ) | $ | (4,602,096 | ) | $ | (4,855,747 | ) |
| Loan payable | - | (718,238 | ) | (718,238 | ) | ||||
| Net financial liabilities | $ | 424,102 | $ | (3,499,567 | ) | $ | (3,075,465 | ) |
The Company's reported results will be affected by changes in the US dollar to Canadian dollar exchange rate. As of June 30, 2023, a 10% appreciation of the Canadian dollar relative to the US dollar would have decreased net financial liabilities by approximately $320,444 (December 31, 2022 - $349,957). 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.
13 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 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, 2023, there has been no change in the Company's management of capital policies.
14 Segment disclosures
The Company is primarily involved in the acquisition and development of wind and solar energy farms in the United States and renewable energy projects in Canada and has determined that its reportable operating segment is based on the fact that the Company's projects have the same economic characteristics and represent the manner in which the Company's chief decision maker views and evaluates the Company's business.
The Company currently has two geographic segments: Canada and the United States of America ("USA"). The head office operates in Canada and the Company's long-term assets are in the USA.
The Company has one reportable operating segment.
| Greenbriar Capital Corp. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2023 and 2022 (amounts expressed in Canadian dollars, except where indicated) |
| Canada | USA | Total | |||||||
| As at June 30, 2023 | |||||||||
| Total assets | $ | 2,132,698 | $ | 17,336,484 | $ | 19,469,182 | |||
| Non-current assets | $ | 240,600 | $ | 17,336,484 | $ | 17,577,084 | |||
| As at December 31, 2022 | |||||||||
| Total assets | $ | 2,595,162 | $ | 12,457,968 | $ | 15,053,130 | |||
| Non-current assets | $ | 667,019 | $ | 12,457,968 | $ | 13,124,987 |
| Canada | USA | Total | |||||||
| Period ended June 30, 2023 | |||||||||
| Three months loss for the period | (504,214 | ) | (21,887 | ) | (526,101 | ) | |||
| Six months loss for the period | $ | (1,046,741 | ) | $ | (64,834 | ) | $ | (1,111,575 | ) |
| Period ended June 30, 2022 | |||||||||
| Three months loss for the period | $ | (1,145,649 | ) | $ | (26,739 | ) | $ | (1,172,388 | ) |
| Six months loss for the period | (2,050,362 | ) | (31,279 | ) | (2,081,641 | ) |
| As at June 30, 2023 | As at December 31, 2022 | |||||||||||||||||||||||
| Real Estate |
Renewable Energy |
Corporate | Total | Real Estate |
Renewable Energy |
Corporate | Total | |||||||||||||||||
| Assets | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||
| Total assets | 10,347,314 | 6,989,171 | 2,132,697 | 19,469,182 | 5,456,419 | 7,001,549 | 2,595,162 | 15,053,130 | ||||||||||||||||
| Non-current, non-financial assets | 10,347,314 | 6,989,171 | 240,599 | 17,577,084 | 5,456,419 | 7,001,549 | 677,019 | 13,134,987 | ||||||||||||||||
| Loss | ||||||||||||||||||||||||
| Loss | (62,638 | ) | (2,196 | ) | (1,046,741 | ) | (1,111,575 | ) | (66,996 | ) | (15,078 | ) | (2,681,060 | ) | (2,763,134 | ) | ||||||||
| Greenbriar Capital Corp. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2023 and 2022 (amounts expressed in Canadian dollars, except where indicated) |
15 Related party transactions
The Company's related parties include its subsidiaries, associates over which it exercises significant influence, and key management personnel. 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 related parties during the six months ended June 30:
| Three months ended June 30, | Six months ended June 30, | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Consulting and management fees | $ | 171,916 | 172,065 | $ | 333,712 | $ | 323,141 | |||||
| Total | $ | 171,916 | 172,065 | $ | 333,712 | 323,141 | ||||||
On July 1, 2014, the Company entered into a consulting contract with the President of the Company. The agreement provides for an annual fee of US $120,000 in which the President will lead all the wind and solar development in obtaining permitting, environmental compliance and raising of capital to construct the renewable energy facilities ("Annual Fee"). In addition, the Company agrees to reimburse all reasonable expense incurred related to office expenses, daily travel per diem, mileage expense and health and life insurance premium expense. Further, 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 agreement provides for a one-time payment of US $250,000 in recognition of the President's unpaid work in support of the Company's projects since March 2013. Lastly, the President will be paid a US$3 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.
On October 15, 2016, the President entered into an amended compensation agreement with the Company. His base fee was be reduced to US$5,000 per month until such time as a PPOA for a project has been executed with PREPA or other such milestone has occurred as determined by the board. The fee will then be reverted back to US$10,000 per month. Further the development completion award for the Montalva solar project will be reduced to US$1.95 million from the initial US$3 million. On August 4, 2021, it was agreed that the President's fee would re-instated to US $10,000 per month going forward.
During the six months ended June 30, 2023, the President charged the Company $90,623 (December 31, 2022 - $170,841) under the contract. As at June 30, 2023, included in accounts payable are fees, bonus and expenses due to the President of the Company of $509,067 (December 31, 2022 - $491,231).
During the six months ended June 30, 2023, a Company controlled by the CFO charged the Company $74,429 (2022 - $79,250) related to services.
During the six months ended June 30, 2023, the Chief Executive Officer of the Company charged the Company $168,660 (2022 - $158,543) related to services.
During the six months ended June 30, 2023, related party loan interest of US $33,300 (December 31, 2022 - US $63,341) was capitalized to power project acquisition and development costs. (Note 7).
As at June 30, 2023, the Company had a receivable of $205,655 (December 31, 2022 - $644,990) from Captiva. The loan represents a non-arm's length transaction. On February 15, 2022, the Company settled $1,290,000 of the loan receivable through a shares for debt settlement pursuant to which Captiva issued the Company a total of 25,800,000 common shares at a fair value of $0.08 per common share. On April 20, 2022, the Company entered into a promissory note with Captiva for the remainder of the receivable accruing interest at the rate of 8% per annum for a term of 24 months. During the six months ended June 30, 2023, $29,215 interest has been accrued (December 31, 2022 - $33,887) (Note 4).
On August 4, 2021, the Company declared USD $2,740,000 in bonus awards to executives, directors and former directors of the Company in recognition of receiving full entitlement approval by local authorities for the Sage Ranch project. The awards were made in recognition of the many years of perseverance and effort involved in getting the project approved, reducing materially management salaries and director fees, and maintaining efforts to conserve cash. The expense was recording as consulting fees in the statement of loss and comprehensive loss. As at June 30, 2023, USD $1,828,345 (December 31, 2022, USD $1,993,652) remained accrued, and USD $165,307 (December 31, 2022 - USD $621,348) was paid.
As at June 30, 2023, the Company had $164,559 (December 31, 2022 - $43,169) in accounts payable to related parties.
| Greenbriar Capital Corp. Notes to the Condensed Consolidated Interim Financial Statements For the period ended June 30, 2023 and 2022 (amounts expressed in Canadian dollars, except where indicated) |
16 Commitments and contingencies
As at June 30, 2023, the Company had the following commitments and contingencies outstanding:
| Within 1 year | Over 1 year | Total | |||||||
| PBJL Share transfer (ii) | $ | 662,000 | $ | - | $ | 662,000 |
i) The Company entered into four separate land options agreements with Jose Arturo Acosta, leasing a total of 1,590 acres of land in the Municipality of Lajas and Guanica of Puerto Rico. The Company made initial payments on the execution date of each options agreement and will thereafter pay advances for each successive four-month period during the option terms. The annual rent will be revised once the land area needed for the energy facility is determined and will have an initial term of twenty-five years with an extension of four consecutive periods of five years each.
ii) On April 23, 2013, 330 common shares, approximately 33% interest, of PBJL were transferred between the spouse of an officer 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. Any future payments will be subject to available funds and the completion of a significant financing of the Company in the future.
iii) The Company executed a USD $195 Million project financing mandate with Voya Investment Management, LLC ("Voya") for the Company's Monalva Project. As compensation for entering into this letter, the Company hereby agrees to issue to Voya, on the date on which a trigger event occurs, warrants to purchase 3,500,000 common shares of the Company at a strike price of $1.00, exercisable at any time within five years from the date hereof. For the purposes of this letter, a "Trigger Event" means the earliest of: (a) issuance of notice to proceed to start construction of the Project, (b) closing of the Loans referred to in the attached Term Sheet, (c) closing of financing equal to more than 50% of the cost of the Project, (d) transfer of ownership of over 50% of the Project, measured from the date hereof, (e) sale or transfer of over $25 million in Company shares, (f) Company shares trading at or above $3.00, (g) change of control of the Company, whereby more than 50% of the shares are owned or under the control of one investor, or over 50% of the board of directors have been appointed by one investor, or (h) PREPA or its successor is rated investment grade by at least one nationally recognized rating agency ("NRSRO"), or (i) PREPA's Power Purchase and Operating Agreement with the Project, or Project-related obligations, are guaranteed by an entity rated investment grade by a NRSRO, the agreement expired on April 25, 2023 and the Company and Voya are in the process of negotiating an extension.
iv) On March 30, 2022, the Company executed a USD $40 million Mandate Agreement with Voya Investment Management (Voya IM), LLC, the asset management business of Voya Financial, Inc., for a senior secured construction loan for the construction of the 995 home Sage Ranch sustainable master planned community project in Tehachapi in Southern California. Voya will receive a bonus of 2 million (3 -year) warrants at $1.25 per share at closing, or the same amount plus a USD $1 million cash break-up fee if the Company choses another lender. On May 1, 2023, the Company and Voya extended the $40 million Mandate Agreement.
|
|
|
Management's Discussion and Analysis |
August 29, 2023
For further information on the Company, reference should be made to its public filings on SEDAR at www.sedar.com. Information is also available on the Company's website at www.greenbriarcapitacorp.ca . 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, 2023 and the audited annual consolidated financial statements for the year ended December 31, 2022, 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 Toronto Venture Exchange under the symbol "GRB" and GEBRF on the US OTC market. Its registered records office is located at Suite 1500 - 1055 West Georgia, Vancouver, BC, V6E 4N7.
HIGHLIGHTS - Period Ended June 30, 2023
- On February 21, 2023, the Company announced that it has been named as one of the top performers on the Toronto Venture Exchange. The 2023 TSX Venture 50 celebrates the strongest performances on the TSX Venture Exchange (the "TSXV" or "the Exchange") over the last year. Comprised of 10 companies from each of five industry sectors, the ranking recognizes the strongest performance on the Exchange based on market capitalization growth, share price appreciation and trading volume.
- 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. Each unit was comprised of one common share and one common share purchase warrant which is exercisable at a price of $1.50 until May 10, 2028.
- 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. As part of the terms of the offering, the debenture holder has been issued 460,000 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 June 30, 2026.
- On June 22, 2023, the Company and Captiva have agreed that the Company will pay Captiva 10% of Sage Ranch's net profits per year until the $5,591,588 that Captiva has spent on the property is repaid in settlement of the Option and Joint Venture Agreement. Subsequent to period end on August 21, 2023, the Company entered into an amended agreement with Captiva whereby the Company will pay Captiva the outstanding $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. The present value of $3,925,756 of these future payments discounted at a rate of 12% has been accrued to the project.
| Q2 2023 MD&A (expressed in CAD Dollars) - period ended June 30, 2023 | www.greenbriarcapitalcorp.ca |
WORKING CAPITAL NOTES AND GOING CONCERN
These 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 Company has a working capital deficiency of $3,443,355 as at June 30, 2023 and most of the current liabilities is owed to Directors and Related Parties in the form of bonuses accrued and loans.
Recent global issues, including the ongoing COVID-19 pandemic and 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.
MONTALVA SOLAR PROJECT
As background, the Montalva Solar Project is a proposed 100 MW AC solar photovoltaic renewable generating facility located in the municipalities of Guanica and Lajas, Puerto Rico and is being developed under a 100 MW AC Master Renewable Power Purchase and Operating Agreement ("PPOA") between PBJL Energy Corporation ("PBJL") and Puerto Rico Electric Power Authority ("PREPA") dated December 20, 2011, and amended on March 16, 2012 (the "Master Agreement"). PBJL, a wholly owned subsidiary of AG Solar One, LLC and as discussed below AG Solar One is 100% owned by Greenbriar Capital Corp.
Under the terms of the Master Agreement, if the Montalva Solar Project is constructed, the Company will receive US $140 per megawatt hour ("MWh") for electricity production escalating at 2% annually. If the project had been completed in 2014, then the terms of the Master Agreement would have paid US $150 per MWh escalating at 2% annually. Since the Montalva Solar Project has been delayed by PREPA beyond 2014 through no fault of the Company, it is the position of the Company that the US $150 per MWh, plus inflation escalation price should be paid under the PPOA.
The term of any project specific PPOA issued under the Master Agreement will be for twenty-five years and may be extended by mutual agreement for up to two consecutive additional five-year terms. In addition, under terms of the Master Agreement, the Company will own all Renewable Energy Credits ("REC") produced by the facility which can be sold separately to PREPA or into the US national market where qualified. Currently the average price contracted for the REC's by PREPA in Puerto Rico is an additional US $35 per MWh. Anticipated production is 237,000 MWh per year. The Company will also retain the US Investment Tax Credit ("ITC"); which provides 30% of the entire capital costs of the Montalva Solar Project. The ITC was originally set to expire at the end of 2016, however it has been extended at its current rate of 30% until 2019 after which it will fall to 26% in 2020, 22% in 2021 and 10% in 2022. Based on recent estimates of capital costs and designing a project size of 146 MW DC which will incorporate additional solar panels to maintain maximum generation over more hours of delivery of the 100 MW AC, the estimate all-in project cost is US $360 Million expected to be financed by project debt, project equity and tax equity. Annual revenues are anticipated at approximately US $58 Million per year, annualized over 25 years.
Under the terms of the Master Agreement, the Company filed its 100 MW AC Montalva Solar Project with PREPA on September 5, 2013, requesting an interconnection evaluation and issuance of a project specific PPOA for Montalva. After numerous delays by PREPA and failed attempts by the Company through emails and correspondence to PREPA 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.
On October 27, 2014, the Company requested and received a legal opinion from a Puerto Rican law firm establishing that the Company's Master Agreement is a binding agreement between the Company and PREPA and that PREPA will be subject to damages by the Company if PREPA fails to perform on its obligations to the Company. On February 10, 2015, the law firm of Gierbolini Consulting Group, LLC ("GCG") of San Juan, Puerto Rico was retained by the Company and sent a letter to Juan Alicea Flores, President of PREPA, stating our intent to commence legal action against PREPA unless PREPA performed the required studies as required by the Master Agreement and signed the project specific PPOA for Montalva or in the alternative paid the Company $210 Million in monetary damages. No response to the May 15, 2015, letter was received from PREPA. On May 15, 2015, the Company, through its lawyers GCG, filed a legal action against PREPA in the courts of Puerto Rico in order to protect and enforce its rights under the Master Agreement and for monetary damages of $210 Million. The Company is confident the court will enforce the $1.9 Billion agreement in favor of the Company or in the alternative, the Company is asking the court for $210 Million in monetary damages, however the ultimate outcome of the court action is unknown.
| Q2 2023 MD&A (expressed in CAD Dollars) - period ended June 30, 2023 | www.greenbriarcapitalcorp.ca |
On April 25, 2018, the Company's one hundred megawatt (100 MW) Montalva solar contract moved closer to commercial reality with the US Financial Management and Oversight Board designating the project as a Critical Project. The US Congress established the Financial Oversight and Management Board ("FOMB") to recommend and expedite critical energy and infrastructure projects and on April 25, 2018 the FOMB informed the Company our Montalva Solar Farm has been approved to proceed to the next stage of the process. The project will now be shared with all the appropriate government agencies for review. In May of 2018, the Company filed a US Federal RICO lawsuit against PREPA for US $951 Million.
On February 6, 2019, the Company announced that PREPA wanted to re-open negotiations to move forward the Montalva Project. The Company has met with PREPA representatives in 2019 and the negotiations are ongoing.
On April 7, 2020, the Company announced that it has signed a fully executed Cooperation Agreement with China Machinery Engineering Corporation ("CMEC") of Beijing, China to be the Engineering, Procurement and Construction ("EPC") company to design, build, equip and construct the Montalva Solar project in Puerto Rico.
On May 19, 2020, the Company announced that it has reached agreement with the Puerto Rico Electric Power Authority (PREPA) on a 25-year Power Purchase and Operating Agreement (PPOA) for the development, construction, and operation of the 80MW to 160MW AC Montalva solar project. The Montalva PPOA now moves on to final approval by the Puerto Rico Energy Bureau (PREB) and the Puerto Rico Financial Oversight and Management Board (FOMB).
On August 7, 2020, the Company received unanimous approval from the Puerto Rico Energy Bureau and the Montalva PPOA moved on to final approval by the Puerto Puerto Rico Financial Oversight and Management Board (FOMB). On February 26, 2021, the FOMB approved two projects and excluded the approval of the Montalva project. The Company is in the process of seeking avenues to have the FOMB decision overturned or to have the FOMB approve the projects approved by PREPA. As part of this process, currently the Company together with PREPA are in negotiations in front of PREB.
In addition, the Company has submitted an application in the new Request for Proposal the FOMB asked the non-selected projects to apply to in case the above actions are unsuccessful.
On April 26, 2022, the Company announced the execution of a USD $195 Million project financing mandate with Voya Investment Management, LLC ("Voya") for the Company's 146 to 300 MWdc, Montalva Solar Project ("Montalva Project"). This project financing takes place at the project level and does not involve the sale of the Company's shares. The purpose of the Mandate is to structure, arrange, and provide key capital requirements for the Montalva Solar Project. Completion by Voya will be subject to their satisfaction of all usual and customary conditions for financings of this type.
LAND LEASE
The below Montalva and Lajas Farm Option Agreements provide for a land lease with a term of twenty-five years and 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.
The Company entered into an option agreement dated September 9, 2013, which gives the Company the exclusive right and option to lease land in Puerto Rico (the "Montalva Option Agreement").
| Q2 2023 MD&A (expressed in CAD Dollars) - period ended June 30, 2023 | www.greenbriarcapitalcorp.ca |
On various dates since execution of the land purchase option agreement, the parties have executed six separate amendments to extend the expiration date. On December 7, 2020, the Company entered into a further extension to December 31, 2021 to make option payments: US $20,000 within 30 days of signing of the agreement, additional US $20,000 within 30 days, but in no event prior to June 1, 2021, of signing by PPOA with PREPA.
The Lajas Farm option agreement is comprised of three separate lease agreements. On December 1, 2013, the Company entered into an option agreement with renewal options which gives the Company the exclusive right and option to lease an additional site in Puerto Rico for the Montalva Project ("Original Lajas Farm Option").
On January 1, 2014, the Company entered into two additional option agreements for five years each (the "Secondary Lajas Farm Option"), which gives the Company the exclusive right and option to lease additional land in Lajas, Puerto Rico to further expand the Montalva Project.
During the period ended June 30, 2023, the Company entered into additional extension agreements extending the option term on all agreements to December 31, 2023, and agreeing to make payments totalling US$111,000.
During the year ending December 31, 2022, the Company made payment totalling USD$115,775.
Included in the power project development and construction costs balance for AG Solar are costs related to environmental assessments and land lease option payments.
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 TSX Venture Exchange. The purchase price for the Property was US $1,040,000. The Property comprises of an aggregate of 161 acres divided into approximately 689 total lots.
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 415-012-14 (approx. 28.75 acres)
Parcels 1 through 4 ("Site 2") are contiguous and aggregate approximately 132 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. Parcel 5 ("Site 1") comprises approximately 28 acres and lies north of parcels 1 through 4, on the north side of Cummings Valley Boulevard.
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 Sage Ranch. 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 exhaustive Final Environmental Impact Report. ("FEIR").
January 25, 2022, the Company announced that Altus Group Limited, the real estate industry's foremost recognized gold standard for feasibility analysis vetting for banks and lenders, has today issued its final report on the financial feasibility of Sage Ranch. The entire 116-page report is confidential due to proprietary modelling software however, the Company may highlight the summary conclusion as follows in US currency:
| Q2 2023 MD&A (expressed in CAD Dollars) - period ended June 30, 2023 | www.greenbriarcapitalcorp.ca |
March 30, 2022, the Company executed a USD $40 million Mandate Agreement with Voya Investment Management (Voya IM), LLC, the asset management business of Voya Financial, Inc., for a senior secured construction loan for the construction of the 995 home Sage Ranch sustainable master planned community project in Tehachapi in Southern California. Voya will receive a bonus of 2 million (3-year) warrants at CDN $1.25 per share at closing, or the same amount plus a USD $1 million cash break-up fee if the company choses another lender. On May 1, 2023, the Company and Voya extended the $40 million Mandate Agreement.
On July 6, 2022, the Company engaged Paul Morris Forward Living to sell to institutional real estate investors fully entitled 995 home Sage Ranch entry level subdivision in California for net USD $139 Million (CDN $181 Million) or USD $3.71 (CDN $4.82) per share fully diluted, with the Company and its General Contractor to manage and execute the construction oversight and permitting.
The location of the Property is identified in the map below:
| Q2 2023 MD&A (expressed in CAD Dollars) - period ended June 30, 2023 | www.greenbriarcapitalcorp.ca |
| Q2 2023 MD&A (expressed in CAD Dollars) - period ended June 30, 2023 | www.greenbriarcapitalcorp.ca |
| Q2 2023 MD&A (expressed in CAD Dollars) - period ended June 30, 2023 | www.greenbriarcapitalcorp.ca |
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 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 original disposal.
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 is behind on such funding obligations and no determination has been made as to the affects to the JV at this point in time).
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.
On June 22, 2023, the Company and Captiva have agreed that the Company will pay Captiva 10% of Sage Ranch's net profits per year until the $5,591,588 that Captiva has spent on the property is repaid in settlement of the Option and Joint Venture Agreement. Subsequent to period end on August 21, 2023, the Company entered into an amended agreement with Captiva whereby the Company will pay Captiva the outstanding $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. The present value of $3,925,756 of these future payments discounted at a rate of 12% has been accrued to the project.
| Q2 2023 MD&A (expressed in CAD Dollars) - period ended June 30, 2023 | www.greenbriarcapitalcorp.ca |
SELECTED FINANCIAL INFORMATION
| (tabled amounts are expressed in CAD dollars) | As at June 30, 2023 | As at December 31, 2022 | ||||
| Cash and cash equivalent | $ | 33,827 | $ | 24,950 | ||
| Deposit and prepaid expenses - short term | 59,269 | 64,613 | ||||
| Other receivables | 11,601 | 8,780 | ||||
| Marketable securities | 1,787,400 | 1,819,800 | ||||
| Deposits and prepaid expenses - long term | 34,945 | 32,029 | ||||
| Related Company receivable - long term | 205,655 | 644,990 | ||||
| Sage Ranch | 10,347,314 | 5,456,419 | ||||
| Power project acquisition and development costs | 6,989,171 | 7,001,549 | ||||
| Total assets | 19,469,182 | 15,053,130 | ||||
| Total liabilities | 10,226,577 | 5,573,985 |
The Company has total assets of $19.5 million as at June 30, 2023, compared to $15.1 million as at December 31, 2022. This increase is attributable to the capitalization of project costs during the period.
The Company has total liabilities of $10.2 million in the current period which is higher than the liabilities of $5.6 million as at December 31, 2022, due to increase of liabilities net of payments and the recording of the Captiva joint venture settlement obligation.
| (tabled amounts are expressed in CAD dollars) | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Consulting and management fees | $ | (189,969 | ) | $ | (125,815 | ) | $ | (318,765 | ) | $ | (243,891 | ) |
| General and administrative | (123,785 | ) | (115,516 | ) | (273,822 | ) | (201,811 | ) | ||||
| Marketing and donations | (19,251 | ) | (507,447 | ) | (50,116 | ) | (541,137 | ) | ||||
| Finance cost | (17,889 | ) | (9,756 | ) | (24,304 | ) | (19,667 | ) | ||||
| Interest income | 6,805 | 11,698 | 29,215 | 11,698 | ||||||||
| Professional fees | (201,797 | ) | (155,655 | ) | (365,568 | ) | (304,388 | ) | ||||
| Share-based payment expense | - | (171,464 | ) | (131,793 | ) | (429,189 | ) | |||||
| (545,886 | ) | (1,073,955 | ) | (1,135,153 | ) | (1,728,385 | ) | |||||
| Foreign exchange (loss) gain | 19,785 | (74,271 | ) | 23,578 | (44,375 | ) | ||||||
| Unrealized gain (loss) on marketable securities | - | 151,125 | - | (133,594 | ) | |||||||
| Share of loss on investment in associate | - | (243,097 | ) | - | (243,097 | ) | ||||||
| Gain on settlement of accounts payable | - | 1,098 | - | 1,098 | ||||||||
| Net loss | (526,101 | ) | (1,239,100 | ) | (1,111,575 | ) | (2,148,353 | ) | ||||
| Other comprehensive loss | (289,082 | ) | 259,778 | (301,421 | ) | 141,961 | ||||||
| Net loss and comprehensive loss | $ | (815,183 | ) | $ | (979,322 | ) | $ | (1,412,996 | ) | $ | (2,006,392 | ) |
| Basic/Diluted income (loss) per share | $ | (0.02 | ) | $ | (0.04 | ) | $ | (0.03 | ) | $ | (0.07 | ) |
| Q2 2023 MD&A (expressed in CAD Dollars) - period ended June 30, 2023 | www.greenbriarcapitalcorp.ca |
Three months ended June 30, 2023
The Company had a net loss of $0.5 million for the period ended June 30, 2023, compared to net loss of $1.2 million in the same period in 2022. The decreased loss was the result of lower share-based payments, marketing and donations and share of loss of associate in the current period, netted by higher consulting and management fees, professional fees as the Company continues to move their 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.
Six months ended June 30, 2023
The Company had a net loss of $1.1 million for the period ended June 30, 2023, compared to net loss of $2.1 million in the same period in 2022. The decreased loss was the result of lower unrealized loss on marketable securities, share of loss of associate, share-based payments, and marketing and donations in the current period, netted by higher consulting and management fees, General and administrative, and professional fees as the Company continues to move their 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 2023 | Q1 2023 | Q4 2022 | Q3 2022 | Q2 2022 | Q1 2022 | Q4 2021 | Q3 2021 |
| Total revenues | - | - | - | - | - | - | - | - |
| Income (loss) for the period | (526,101) | (585,474) | (1,476,955) | 862,174 | (1,239,100) | (909,253) | (1,275,088) | (5,165,118) |
| Basic/Diluted income (loss) per share | (0.02) | (0.02) | (0.05) | 0.03 | (0.04) | (0.03) | (0.04) | (0.19) |
| Total assets | 19,469,182 | 15,744,470 | 15,053,130 | 13,786,081 | 11,387,562 | 12,462,346 | 10,436,177 | 10,215,334 |
| Working capital (deficiency) | (3,443,355) | (4,282,047) | (3,655,842) | (3,830,424) | (4,631,371) | (2,362,287) | (3,820,489) | (2,107,614) |
| Cash dividend declared | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
Three months ended June 30, 2023 vs. historical quarters in 2022, 2021
The Company had a net loss of $0.5 million for the quarter ended June 30, 2023, which was the lower than all the losses in the historical quarters except income of $0.9 million in Q3 2022. The income in Q3 2022 resulted from the consulting income recorded for the period. The decreased loss in the current quarter is mainly due to a lower unrealized loss on marketable securities, lower share-based payment expense and lower marketing and donation expenses in the current period compared to the prior periods.
Total assets are slightly lower than Q1 2023, are higher than all comparative periods as a result of the Company continuing to capitalize expenditures related to their projects and an increased in marketable securities in relation to the Green Matter shares received.
Working capital deficiency has increased as the Company has ramped up work on Sage Ranch during the final stages of the permitting process. Working capital has decreased since Q2 2022 when the Company accrued bonus awards to executives, directors and former directors of the Company in recognition of receiving full entitlement approval by local authorities for the Sage Ranch project.
No cash dividends have been declared by the Company.
| Q2 2023 MD&A (expressed in CAD Dollars) - period ended June 30, 2023 | www.greenbriarcapitalcorp.ca |
Basic and diluted income (loss) per share in each quarter is relative to the income (loss) recorded in that period.
LIQUIDITY AND CAPITAL RESOURCES
| (tabled amounts are expressed in CAD dollars) | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Cash inflows (outflows) from operating activities | $ | (913,809 | ) | $ | (1,369,727 | ) | $ | (1,339,328 | ) | $ | (2,101,621 | ) |
| Cash inflows (outflows) from financing activities | 1,528,068 | (184,682 | ) | 2,184,148 | 2,750,945 | |||||||
| Cash inflows (outflows) from investing activities | (597,982 | ) | (311,043 | ) | (835,943 | ) | (647,534 | ) | ||||
| Net cash flows | 16,277 | (1,865,452 | ) | 8,877 | 1,790 | |||||||
| Cash balance | $ | 33,827 | $ | 11,063 | $ | 33,827 | $ | 11,063 | ||||
The Company has a cash balance of $33,827 as of June 30, 2023. Cash outflow from operating activities was $1.3 million, compared to outflow of $2.1 million in 2022. The change in outflow was primarily attributable to decreased corporate activity during the current period.
Cash inflow from financing activities in the current period ended June 30, 2023, was $2.2 million which is the result of the Company receiving net funds of $386,000 from a private placement, receiving cash for option exercises in the amount of $379,500, issued a $1,000,000 unsecured convertible debenture, and received additional loans of $109,580.
Cash outflow from investing activities in the current period ended June 30, 2023, was $0.8 million as the Company increased corporate activity in Sage Ranch.
SHAREHOLDERS' EQUITY
As at June 30, 2023, and as at the date of this reports, the Company had unlimited authorized common shares without par value and 34,073,355 common shares issued and outstanding, 2,041,500 share purchase options and 5,941,896 warrants outstanding.
- During the current period end, the Company issued 238,500 common shares related to option exercises.
- 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. Each unit was comprised of one common share and one common share purchase warrant which is exercisable at a price of $1.50 until May 10, 2028. The Company incurred $7,482 in share issuance costs as part of the transaction.
- 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. As part of the terms of the offering, the debenture holder has been issued 460,000 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 June 30, 2026.
| Q2 2023 MD&A (expressed in CAD Dollars) - period ended June 30, 2023 | www.greenbriarcapitalcorp.ca |
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) |
||||||
| 250,000 | 1.00 | 0.79 | ||||||
| 50,000 | 1.50 | 0.43 | ||||||
| 66,500 | 2.00 | 0.56 | ||||||
| 350,000 | 1.35 | 1.02 | ||||||
| 500,000 | 1.25 | 1.58 | ||||||
| 100,000 | 1.15 | 1.98 | ||||||
| 500,000 | 1.35 | 2.28 | ||||||
| 75,000 | 1.50 | 2.62 | ||||||
| 150,000 | 1.10 | 2.62 | ||||||
| 2,041,500 | $1.28 | 1.63 |
The following table discloses the number of warrants outstanding as at the date of this report:
| Outstanding warrants | Expiry Date | Exercise price |
| 11,000 | April 24, 2024 | $0.55 |
| 520,000 | April 24, 2024 | $0.55 |
| 878,970 | September 14, 2023 | $2.00 |
| 300,000 | November 8, 2023 | $1.75 |
| 1,909,000 | March 28, 2025 | $1.35 |
| 577,000 | November 29, 2025 | $1.50 |
| 925,926 | December 13, 2025 | $1.46 |
| 360,000 | May 10, 2028 | $1.50 |
| 460,000 | June 30, 2026 | $1.30 |
| 5,941,896 |
COMMITMENTS AND CONTINGENCIES
As at June 30, 2023, the Company had the following commitments and contingencies outstanding:
| Within 1 year | Over 1 year | Total | |||||||
| PBJL Share transfer (ii) | 662,000 | - | 662,000 | ||||||
| Total | $ | 662,000 | $ | - | $ | 662,000 |
(i) The Company entered into four separate land options agreements with Jose Arturo Acosta, leasing a total of 1,590 acres of land in the Municipality of Lajas and Guanica of Puerto Rico. The Company made initial payments on the execution date of each options agreement and will thereafter pay advances for each successive four-month period during the option terms. The annual rent will be revised once the land area needed for the energy facility is determined and will have an initial term of twenty-five years with an extension of four consecutive periods of five years each.
(ii) On April 23, 2013, 330 common shares, approximately 33% interest, of PBJL were transferred between the spouse of an officer 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. Any future payments will be subject to available funds and the completion of a significant financing of the Company in the future.
| Q2 2023 MD&A (expressed in CAD Dollars) - period ended June 30, 2023 | www.greenbriarcapitalcorp.ca |
(iii) The Company executed a USD $195 Million project financing mandate with Voya Investment Management, LLC ("Voya") for the Company's Montalva Project. As compensation for entering into this letter, the Company hereby agrees to issue to Voya, on the date on which a trigger event occurs, warrants to purchase 3,500,000 common shares of the Company at a strike price of $1.00, exercisable at any time within five years from the date hereof. For the purposes of this letter, a "Trigger Event" means the earliest of: (a) issuance of notice to proceed to start construction of the Project, (b) closing of the Loans referred to in the attached Term Sheet, (c) closing of financing equal to more than 50% of the cost of the Project, (d) transfer of ownership of over 50% of the Project, measured from the date hereof, (e) sale or transfer of over $25 million in Company shares, (f) Company shares trading at or above $3.00, (g) change of control of the Company, whereby more than 50% of the shares are owned or under the control of one investor, or over 50% of the board of directors have been appointed by one investor, or (h) PREPA or its successor is rated investment grade by at least one nationally recognized rating agency ("NRSRO"), or (i) PREPA's Power Purchase and Operating Agreement with the Project, or Project-related obligations, are guaranteed by an entity rated investment grade by a NRSRO. The agreement expired on April 25, 2023 and the Company and Voya are in the process of negotiating an extension.
(iv) On March 30, 2022, the Company executed a USD $40 million Mandate Agreement with Voya Investment Management (Voya IM), LLC, the asset management business of Voya Financial, Inc., for a senior secured construction loan for the construction of the 995 home Sage Ranch sustainable master planned community project in Tehachapi in Southern California. Voya will receive a bonus of 2 million (3) year Greenbriar common share warrants at CDN $1.25 per share at closing, or the same amount plus a USD $1 million cash break-up fee if the company choses another lender. On May 1, 2023, the Company and Voya extended the $40 million Mandate Agreement.
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, 2023 other than as disclosed elsewhere in this document.
Related Party Transactions
Key management includes directors and officers of the Company. In addition to related party transactions, the Company had the following expenses paid to key management:
The Company incurred the following expenses with related parties for the three months ended:
| Three months ended June 30, | Six months ended June 30, | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Consulting and management fees | $ | 171,916 | $ | 172,065 | $ | 333,712 | $ | 323,141 | ||||
| Total | $ | 171,916 | $ | 172,065 | $ | 333,712 | $ | 323,141 | ||||
On July 1, 2014, the Company entered into a consulting contract with the President of the Company. The agreement provides for an annual fee of US $120,000 in which the President will lead all the wind and solar development in obtaining permitting, environmental compliance and raising of capital to construct the renewable energy facilities ("Annual Fee"). In addition, the Company agrees to reimburse all reasonable expense incurred related to office expenses, daily travel per diem, mileage expense and health and life insurance premium expense. Further, 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 agreement provides for a one-time payment of US $250,000 in recognition of the President's unpaid work in support of the Company's projects since March 2013. Lastly, the President will be paid a US$3 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.
| Q2 2023 MD&A (expressed in CAD Dollars) - period ended June 30, 2023 | www.greenbriarcapitalcorp.ca |
On October 15, 2016, the President entered into an amended compensation agreement with the Company. His base fee was be reduced to US$5,000 per month until such time as a PPOA for a project has been executed with PREPA or other such milestone has occurred as determined by the board. The fee will then be reverted back to US$10,000 per month. Further the development completion award for the Montalva solar project will be reduced to US$1.95 million from the initial US$3 million. On August 4, 2021, it was agreed that the President's fee would re-instated to US $10,000 per month going forward.
During the period ended June 30, 2023, the President charged the Company $90,623 (December 31, 2022 - $170,841) under the contract. As at June 30, 2023, included in accounts payable are fees, bonus and expenses due to the President of the Company of $509,067 (December 31, 2022 - $491,231).
During the period ended June 30, 2023, a Company controlled by the CFO charged the Company $74,429 (2022 - $79,250) related to services.
During the period ended June 30, 2023, the Chief Executive Officer of the Company charged the Company $168,660 (2022 - $158,543) under the contract.
During the period ended June 30, 2023, related party loan interest of US $33,300 (December 31, 2022 - US $63,341) was capitalized to power project acquisition and development costs.
As at June 30, 2023, the Company had a receivable of $205,655 (December 31, 2022 - $644,990) from Captiva. The loan represents a non-arm's length transaction. On February 15, 2022, the Company settled $1,290,000 of the loan receivable through a shares for debt settlement pursuant to which Captiva issued the Company a total of 25,800,000 common shares at a fair value of $0.08 per common share. On April 20, 2022, the Company entered into a promissory note with Captiva for the remainder of the receivable accruing interest at the rate of 8% per annum for a term of 24 months. During the period ended, $29,215 interest has been accrued (December 31, 2022, $33,887).
On August 4, 2021, the Company declared USD $2,740,000 in bonus awards to executives, directors and former directors of the Company in recognition of receiving full entitlement approval by local authorities for the Sage Ranch project. The awards were made in recognition of the many years of perseverance and effort involved in getting the project approved, reducing materially management salaries and director fees, and maintaining efforts to conserve cash. The expense was recording as consulting fees in the statement of loss and comprehensive loss. As at June 30, 2023, USD $1,828,345 (December 31, 2022, USD $1,993,652) remained accrued, and USD $165,307 (December 31, 2022 - USD $621,348) was paid during current period.
As at June 30, 2023, the Company had $164,559 (December 31, 2022 - $43,169) 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.
| Q2 2023 MD&A (expressed in CAD Dollars) - period ended June 30, 2023 | www.greenbriarcapitalcorp.ca |
| June 30, 2023 | December 31, 2022 | ||||||||||||
| Fair Value Hierarchy |
Carrying value $ |
Fair value $ |
Carrying value $ |
Fair value $ |
|||||||||
| Financial assets | |||||||||||||
| Fair value through profit and loss ("FVTPL") | |||||||||||||
| Cash | Level 1 | 33,827 | 33,827 | 24,950 | 24,950 | ||||||||
| Marketable securities | Level 2 | 1,787,400 | 1,787,400 | 1,819,800 | 1,819,800 | ||||||||
| Amortized cost | |||||||||||||
| Other receivables | N/A | 11,601 | 11,601 | 8,780 | 8,780 | ||||||||
| Related company loan receivable | N/A | 205,655 | 205,655 | 644,990 | 644,990 | ||||||||
| Financial liabilities | |||||||||||||
| Other financial liabilities | |||||||||||||
| Accounts payable and accrued liabilities | N/A | 4,881,404 | 4,881,404 | 4,855,747 | 4,855,747 | ||||||||
| Loan payable | N/A | 659,703 | 659,703 | 718,238 | 718,238 | ||||||||
| Joint venture settlement obligation | N/A | 3,925,756 | 3,925,756 | - | - | ||||||||
| Convertible debenture | N/A | 759,714 | 759,714 | - | - | ||||||||
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
The Company did not move any instruments between levels of the fair value hierarchy during the period ended June 30, 2023 and December 31, 2022.
The fair value of the related company loan receivable is considered to approximate its carrying value as it was only re-negotiated to a two year promissory note subsequent to year end and a portion therefore classified as long term. The remainder fair values of all financial instruments are considered to approximate their carrying values due to their short-term nature.
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, and loans; however, management does not believe this exposure is significant.
Credit Risk
The Company is exposed to credit risk through its cash, which is held in large Canadian financial institutions with high credit rating, deposits and other receivables. The Company believes the credit risk is insignificant. The Company's exposure is limited to amounts reported within the statement of financial position.
| Q2 2023 MD&A (expressed in CAD Dollars) - period ended June 30, 2023 | www.greenbriarcapitalcorp.ca |
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 | |||||||
| Accounts payable and accrued liabilities | $ | 4,881,404 | $ | - | $ | 4,881,404 | |||
| Loan payables | 659,703 | - | 659,703 | ||||||
| Joint venture settlement obligation | - | 3,925,756 | 3,925,756 | ||||||
| Convertible debenture | - | 759,714 | 759,714 | ||||||
| Total | $ | 5,541,107 | $ | 4,685,470 | $ | 10,226,577 |
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, 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 | $ | 33,778 | $ | 49 | $ | 33,827 | |||
| Other receivables | 11,601 | - | 11,601 | ||||||
| Related company loan receivable | 205,655 | - | 205,655 | ||||||
| Marketable Securities | - | 1,787,400 | 1,787,400 | ||||||
| 251,034 | 1,787,449 | 2,038,483 | |||||||
| Financial liabilities | |||||||||
| Accounts payable and accrued liabilities | $ | (549,219 | ) | $ | (4,332,185 | ) | $ | (4,881,404 | ) |
| Loan payable | - | (659,703 | ) | (659,703 | ) | ||||
| Joint venture settlement obligation | (3,925,756 | ) | - | (3,925,756 | ) | ||||
| Convertible debenture | (759,714 | ) | - | (759,714 | ) | ||||
| Net financial liabilities | $ | (4,983,655 | ) | $ | (3,204,439 | ) | $ | (8,188,094 | ) |
| Q2 2023 MD&A (expressed in CAD Dollars) - period ended June 30, 2023 | www.greenbriarcapitalcorp.ca |
The Company's financial assets and liabilities as at December 31, 2022 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 | $ | 23,983 | $ | 967 | $ | 24,950 | |||
| Other receivables | 8,780 | - | 8,780 | ||||||
| Related company loan receivable | 644,990 | - | 644,990 | ||||||
| Marketable Securities | - | 1,819,800 | 1,819,800 | ||||||
| 677,753 | 1,820,767 | 2,498,520 | |||||||
| Financial liabilities | |||||||||
| Accounts payable and accrued liabilities | $ | (253,651 | ) | $ | (4,602,096 | ) | $ | (4,855,747 | ) |
| Loan payable | - | (718,238 | ) | (718,238 | ) | ||||
| Net financial liabilities | $ | 424,102 | $ | (3,499,567 | ) | $ | (3,075,465 | ) |
The Company's reported results will be affected by changes in the US dollar to Canadian dollar exchange rate. As of June 30, 2023, a 10% appreciation of the Canadian dollar relative to the US dollar would have decreased net financial liabilities by approximately $320,444 (December 31, 2022 - $349,957). 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, 2023, the Company's financial instruments consist of cash and cash equivalents, interest receivable, deposits, accounts payable, accrued liabilities, accrued interest, and loans payable. Cash is reported at fair value. The other amounts reflected in the balance sheet approximate their fair values due to their short-term nature.
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.
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.
| Q2 2023 MD&A (expressed in CAD Dollars) - period ended June 30, 2023 | www.greenbriarcapitalcorp.ca |
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.
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.
| Q2 2023 MD&A (expressed in CAD Dollars) - period ended June 30, 2023 | www.greenbriarcapitalcorp.ca |
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.
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
| Q2 2023 MD&A (expressed in CAD Dollars) - period ended June 30, 2023 | www.greenbriarcapitalcorp.ca |
- Uncertain financial markets and sponsor equity requirements
- Credit rating of off-takers (PREPA)
- Escalation of equipment cost such a wind turbines and solar panels
- Escalation of EPC cost
- Availability and timely delivery of key equipment
- Timely completion of interconnection by the transmission provider
- Weather related and force majeure events
- REC market pricing to be negotiate (PREPA)
- Receipt of applicable rights and permits
Critical 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:
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.
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.
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 2023 MD&A (expressed in CAD Dollars) - period ended June 30, 2023 | www.greenbriarcapitalcorp.ca |
Internal controls and procedures
During the period ended June 30, 2023, 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, 2022 (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.sedar.com .
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.
ADVISORY ON FORWARD-LOOKING INFORMATION
This Management's Discussion and Analysis contains certain forward-looking statements, including statements regarding the business and anticipated future financial performance of the Company, which involve risks and uncertainties. These risks and uncertainties 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.
Forward-looking statements in this Management's Discussion and Analysis include references to:
- Management's Development Strategy including estimated timelines, marketing efforts and sales targets and timing.
Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate
I, Jeff Ciachurski, Chief Executive Officer, of Greenbriar Capital Corp. certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A, (together, the "interim filings") of Greenbriar Capital Corp. (the "issuer") for the interim period ended June 30, 2023.
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, 2023
"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 Capital Corp., certify the following:
1. Review: I have reviewed the interim financial report and interim MD&A, (together, the "interim filings") of Greenbriar Capital Corp. (the "issuer") for the interim period ended June 30, 2023.
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, 2023
"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.