Greenbriar Sustainable Living Inc 6-K, filed Nov 1, 2022
Greenbriar Sustainable Living Inc. (GEBRF)
About this 6-K
Greenbriar Sustainable Living Inc filed this 6-K on November 1, 2022.
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 October 2022
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
| Exhibit | Description | |
| 99.1 | Early Warning Report | |
| 99.2 | News Release dated October 31, 2022 |
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: October 31, 2022
Form 62-103F1
Required Disclosure under the Early Warning Requirements
Item 1 - Security and Reporting Issuer
1.1 State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities.
The designation of securities to which this report relates to is the common shares ("Common Shares") in the capital of:
Captiva Verde Wellness Corp. (the "Issuer")
632 Foster Avenue
Coquitlam, BC
V3J 2L7
1.2 State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place.
The transaction took place on the facilities of the Canadian Securities Exchange ("CSE").
Item 2 - Identity of the Acquiror
2.1 State the name and address of the Acquiror.
Greenbriar Capital Corp. (the "Acquiror" or "Greenbriar")
632 Foster Avenue
Coquitlam, BC
V3L 2L7
2.2 State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence.
On October 31, 2022, the Acquiror disposed of an aggregate 12,125,000 Common Shares at an average price of $0.02 per Common Share through the facilities of the CSE (the "Disposition").
2.3 State the names of any joint actors.
Not applicable.
Item 3 - Interest in Securities of the Reporting Issuer
3.1 State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file this report and the change in the Acquiror's securityholding percentage in the class of securities.
Greenbriar disposed 12,125,000 Common Shares pursuant to the Disposition.
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Prior to the Transaction, Greenbriar held 18,487,500 Common Shares representing approximately 10.02% of the Issuer's then issued and outstanding Common Shares on an undiluted basis.
Following completion of the Disposition, Greenbriar holds 6,362,500 Common Shares representing approximately 3.45% of the issued and outstanding Common Shares on an undiluted basis.
3.2 State whether the Acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file this report.
See Item 2.2 and 3.1 above.
3.3 If the transaction involved a securities lending arrangement, state that fact.
Not applicable.
3.4 State the designation and number or principal amount of securities and the Acquiror's securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report.
See Item 3.1 above.
3.5 State the designation and number or principal amount of securities and the Acquiror's securityholding percentage in the class of securities referred to in Item 3.4 over which:
(a) the Acquiror, either alone or together with any joint actors, has ownership and control,
See Items 3.1 above.
(b) the Acquiror, either alone or together with any joint actors, has ownership but control is held by persons or companies other than the Acquiror or any joint actor, and
Not applicable.
(c) the Acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership.
Not applicable.
3.6 If the Acquiror or any of its joint actors has an interest in, or right or obligation associated with, a related financial instrument involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the related financial instrument and its impact on the Acquiror's securityholdings.
Not applicable.
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3.7 If the Acquiror or any of its joint actors is a party to a securities lending arrangement involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securities or identical securities that have been transferred or lent under the arrangement.
Not applicable.
State if the securities lending arrangement is subject to the exception provided in section 5.7 of NI 62-104.
Not applicable.
3.8 If the Acquiror or any of its joint actors is a party to an agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the Acquiror's economic exposure to the security of the class of securities to which this report relates, describe the material terms of the agreement, arrangement or understanding.
Not applicable.
Item 4 - Consideration Paid
4.1 State the value, in Canadian dollars, of any consideration paid or received per security and in total.
The Acquiror received an average price of $0.02 per Common Share for total consideration of $242,000.
4.2 In the case of a transaction or other occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received by the Acquiror.
Not applicable.
4.3 If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition or disposition.
Not applicable.
Item 5 - Purpose of the Transaction
State the purpose or purposes of the Acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the Acquiror and any joint actors may have which relate to or would result in any of the following:
(a) the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer;
(b) a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries;
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(c) a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries;
(d) a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board;
(e) a material change in the present capitalization or dividend policy of the reporting issuer;
(f) a material change in the reporting issuer's business or corporate structure;
(g) a change in the reporting issuer's charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company;
(h) a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace;
(i) the issuer ceasing to be a reporting issuer in any jurisdiction of Canada;
(j) a solicitation of proxies from securityholders;
(k) an action similar to any of those enumerated above.
The Common Shares of the Issuer were disposed of in the ordinary course of business, for investment purposes only. Depending on market conditions and other factors, the Acquiror may from time to time acquire additional securities of the Issuer, or continue to hold or dispose of some or all of the securities of the Issuer in the open market, by private agreement or otherwise.
Item 6 - Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the Reporting Issuer
Describe the material terms of any agreements, arrangements, commitments or understandings between the Acquiror and a joint actor and among those persons and any person with respect to securities of the class of securities to which this report relates, including but not limited to the transfer or the voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Include such information for any of the securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities, except that disclosure of standard default and similar provisions contained in loan agreements need not be included.
Not applicable.
Item 7 - Change in Material Fact
If applicable, describe any change in a material fact set out in a previous report filed by the Acquiror under the early warning requirements or Part 4 in respect of the reporting issuer's securities.
Not applicable.
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Item 8 - Exemption
If the Acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance.
Not applicable.
Item 9 - Certification
The Acquiror must certify that the information in this report is true and complete in every respect. In the case of an agent, the certification is based on the agent's best knowledge, information and belief but the Acquiror is still responsible for ensuring that the information filed by the agent is true and complete.
This report must be signed by each person on whose behalf the report is filed or his or her authorized representative.
It is an offence to submit information that, in a material respect and at the time and in the light of the circumstances in which it is submitted, is misleading or untrue.
Certificate
I, as the Acquiror, certify, or I, as the agent filing this report on behalf of an Acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect.
| October 31, 2022 | ||
| Date |
GREENBRIAR CAPITAL CORP.
| /s/ Jeff Ciachurski | ||
| Jeff Ciachurski | ||
| Chief Executive Officer |
 |
Greenbriar Capital Corp. Greenbriar Capital Holdco Inc. Greenbriar Capital (US) LLC 632 Foster Avenue, Coquitlam, British Columbia, Canada V3J 2L7 Phone: 949.903.5906 Fax: 604.608.9572 www.greenbriarcapitalcorp.ca |
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NEWS RELEASE
Greenbriar Capital Corp Early Warning News Release
Trading Symbol:
Toronto Venture Exchange: GRB
US OTC Market: GEBRF
October 31st, 2022 - Newport Beach, CA - Greenbriar Capital Corp. ("Greenbriar or "the Company") Greenbriar is pleased to announce that the Company has sold 12,150,000 common shares (the "Shares") in the capital of Captiva Verde Wellness Corp. ("Captiva").
The Company sold the Captiva Shares to purchasers through the facilities of the Canadian Securities Exchange ("CSE") at an average price of $0.02. The number of Captiva Shares sold represents 6.57% of the shares of Captiva and 65.58% of the Company's Captiva shareholdings prior to sale. After this sale, the Company continues to hold 6,362,500 Captiva Shares or 3.18% of the issued and outstanding shares of Captiva.
Depending on market conditions and other factors, the Company may acquire or dispose of additional securities of Captiva as the Company may deem appropriate, whether in open market purchases, privately negotiated transactions or otherwise. The Company may also reconsider and change its plans or proposals relating to the foregoing.
About Greenbriar Capital Corp:
Greenbriar is a leading ESG Alternative Asset developer of renewable energy and sustainable real estate. With long-term, high impact, contracted sales agreements in key project locations and led by a successful, industry-recognized operating and development team, Greenbriar targets deep valued assets directed at accretive shareholder value.
ON BEHALF OF THE BOARD OF DIRECTORS
/s/ Jeffrey J. Ciachurski
Jeffrey J. Ciachurski
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"Greenbriar Capital Corp. was recognized as a TSX Venture 50® company in 2014.
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Chief Executive Officer and Director
The TSX Venture Exchange has not reviewed and does not accept responsibility for the accuracy or adequacy of this release. Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This press release may contain forward-looking statements. All statements, other than statements of historical fact, constitute "forward-looking statements" and include any information that addresses activities, events or developments that the Company believes, expects or anticipates will or may occur in the future including the Company's strategy, plans or future financial or operating performance and other statements that express management's expectations or estimates of future performance.
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"Greenbriar Capital Corp. was recognized as a TSX Venture 50® company in 2014.
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