Greenbriar Sustainable Living Inc 6-K, filed Sep 10, 2024
Greenbriar Sustainable Living Inc. (GEBRF)
About this 6-K
Greenbriar Sustainable Living Inc filed this 6-K on September 10, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2024
Commission File No. 000-56391
Greenbriar Sustainable Living Inc.
(Translation of registrant's name into English)
632 Foster Avenue
Coquitlam, British Columbia, Canada V3J 2L7
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F
Form 20-F ☑ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) ☐
SUBMITTED HEREWITH
Exhibits
| Exhibit | Description | |
| 99.1 | News Release dated August 30, 2024 | |
| 99.2 | Material Change Report dated September 9, 2024 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Greenbriar Sustainable Living Inc.
/s/ Jeff Ciachurski
______________________________________
Jeff Ciachurski
Chief Executive Officer
Date: September 9, 2024
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Greenbriar Sustainable Living Inc. 632 Foster Avenue, Coquitlam, British Columbia, Canada V3J 2L7 |
NEWS RELEASE
Greenbriar Announces Amendment to Water Rights Option Purchase Agreement
| August 30, 2024 |
Trading Symbol: TSX Venture Exchange: GRB US OTC Market: GEBRF |
Scottsdale, Arizona, August 30th, 2024 - Greenbriar Sustainable Living Inc. (TSXV: GRB) (OTC: GEBRF) ("Greenbriar" or the "Company") announces that it has entered into an amending agreement with its wholly-owned subsidiary, Greenbriar Capital (U.S.) LLC ("Greenbriar USA"), and Ronnie Strasser ("Strasser") dated August 30, 2024 (the "Water Rights Amendment Agreement"), pursuant to which the parties agreed to amend the water rights option purchase agreement made as of October 1, 2023, between Greenbriar USA and Strasser (the "Original Water Rights Agreement").
Under the Original Water Rights Agreement, Strasser granted Greenbriar the right to acquire up to 115 acre-feet of water rights in the Tehachapi-Cummings County Water District (the "Water Rights") at an aggregate price of US$3,364,964.00 plus a non-refundable reservation fee of US$1,010,000 (the "Original Reservation Fee"). Pursuant to the terms and conditions of the Water Rights Amendment Agreement, Greenbriar USA may acquire the Water Rights for an aggregate price of US$3,400,000 plus the Original Reservation Fee. The parties also agreed that Greenbriar USA's option to exercise its right to acquire the Water Rights expires on December 31, 2024.
Additionally, pursuant to the terms and conditions of the Water Rights Amendment Agreement, Greenbriar agreed to amend an aggregate of 500,000 incentive stock options to acquire up to 500,000 common shares in the capital of Greenbriar that were issued to certain consultants of Greenbriar on January 25, 2022, and are exercisable at a price of $1.25 per common share until January 25, 2025 (the "Options"). Greenbriar is seeking to amend the Options to reduce the exercise price from C$1.25 to C$1.00 per common share and to extend the expiry date of the Options from January 25, 2025, to the date that is two years following the date of the amendment (the "Option Amendments").
The Company also announces it has entered into a debt assumption and settlement amendment agreement (the "Debt Assumption and Settlement Amendment Agreement") with Captiva Verde Wellness Corp. ("Captiva") and Greenbriar USA, pursuant to which: (i) Greenbriar assumed C$1,000,000 (the "Assumed Indebtedness") of the C$5,591,588 owed by Greenbriar USA to the Company (the "Greenbriar USA Indebtedness") under the joint venture settlement agreement dated June 22, 2023, as amended August 21, 2023, between Greenbriar USA and the Company (the "Original Settlement Agreement"); and (ii) the parties amended the Original Settlement Agreement to update the repayment schedule of the remaining Greenbriar USA Indebtedness due to the assumption of the Assumed Indebtedness.
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"Greenbriar Capital Corp. was recognized as a TSX Venture 50® company in 2014 and 2023. TSX Venture 50 is a trade-mark of TSX Inc. and is used under license." Toronto Venture Exchange Symbol: GRB | US OTC Symbol: GEBRF |
The Company also entered into a debt settlement agreement with Captiva (the "Debt Settlement Agreement"), pursuant to which Greenbriar agreed to issue a number of common shares in the capital of Greenbriar having an aggregate value equal to the Greenbriar Assumed Indebtedness (the "Shares for Debt Settlement").
Greenbriar is also pleased to announce that it has extended its letter agreement dated March 28, 2022, with Voya Renewable Energy Infrastructure Originator L.P. and Voya Investment Management LLC, pertaining to a construction loan mandate, until November 28, 2024.
The completion of the transactions contemplated by the Debt Assumption and Settlement Amendment Agreement and the Debt Settlement Agreement, as well as the Option Amendments, remain subject to acceptance by the TSX Venture Exchange (the "Exchange"). Further details will be provided at the time of closing of the transactions.
About Greenbriar Sustainable Living Inc.
Greenbriar is a leading developer of sustainable real estate and renewable energy. With long-term, high impact projects 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
"Jeff Ciachurski"
Jeffrey J. Ciachurski
Chief Executive Officer and Director
Phone: 949.903.5906
The Exchange has not reviewed and does not accept responsibility for the accuracy or adequacy of this release. Neither the Exchange nor its Regulation Service Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release includes "forward-looking statements" and "forward-looking information" within the meaning of Canadian securities laws and United States securities laws (together, "forward-looking statements"). All statements included in this news release, other than statements of historical fact, are forward-looking statements including, without limitation, statements with respect to the acquisition of the Water Rights, the Debt Assumption and Settlement Amendment Agreement, the Debt Settlement Agreement, the Option Amendments and any acceptance by the Exchange. Forward-looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as "anticipate", "believe", "plan", "estimate", "expect", "potential", "target", "budget", "propose" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions and includes the negatives thereof.
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"Greenbriar Capital Corp. was recognized as a TSX Venture 50® company in 2014 and 2023. TSX Venture 50 is a trade-mark of TSX Inc. and is used under license." Toronto Venture Exchange Symbol: GRB | US OTC Symbol: GEBRF |
Forward-looking statements are based on a number of assumptions and estimates that, while considered reasonable by management based on the business and markets in which the Company operates, are inherently subject to significant operational, economic, and competitive uncertainties, risks and contingencies. These include assumptions regarding, among other things: general business and economic conditions. There can be no assurance that forward-looking statements will prove to be accurate and actual results, and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include those described under the heading "Risks and Uncertainties" in the Company's most recently filed MD&A (a copy of which is available under the Company's SEDAR profile at www.sedarplus.ca). The Company does not undertake to update or revise any forward-looking statements, except in accordance with applicable law.
| - 3 - | |
|
"Greenbriar Capital Corp. was recognized as a TSX Venture 50® company in 2014 and 2023. TSX Venture 50 is a trade-mark of TSX Inc. and is used under license." Toronto Venture Exchange Symbol: GRB | US OTC Symbol: GEBRF |
Form 51-102F3
Material Change Report
Item 1: Name and Address of Company
Greenbriar Sustainable Living Inc. (formerly, Greenbriar Capital Corp.) (the "Company")
632 Foster Avenue
Coquitlam, British Columbia
V3J 2L7
Item 2: Date of Material Change
August 30, 2024
Item 3: News Release
A news release announcing the material change referred to in this report was disseminated by the Company on August 30, 2024, and filed under the Company's profile on www.sedarplus.ca on the same date.
Item 4: Summary of Material Change
On August 30, 2024, the Company announced that it entered into an amending agreement with its wholly-owned subsidiary, Greenbriar Capital (U.S.) LLC ("Greenbriar USA"), and Ronnie Strasser ("Strasser") dated August 30, 2024 (the "Water Rights Amendment Agreement"), pursuant to which the parties agreed to amend the water rights option purchase agreement made as of October 1, 2023, between Greenbriar USA and Strasser (the "Original Water Rights Agreement").
The Company also announced it entered into a debt assumption and settlement amendment agreement (the "Debt Assumption and Settlement Amendment Agreement") with Captiva Verde Wellness Corp. ("Captiva") and Greenbriar USA, pursuant to which: (i) Greenbriar assumed C$1,000,000 (the "Assumed Indebtedness") of the C$5,591,588 owed by Greenbriar USA to the Company (the "Greenbriar USA Indebtedness") under the joint venture settlement agreement dated June 22, 2023, as amended August 21, 2023, between Greenbriar USA and the Company (the "Original Settlement Agreement"); and (ii) the parties amended the Original Settlement Agreement to update the repayment schedule of the remaining Greenbriar USA Indebtedness due to the assumption of the Assumed Indebtedness.
The Company also entered into a debt settlement agreement with Captiva (the "Debt Settlement Agreement"), pursuant to which Greenbriar agreed to issue a number of common shares in the capital of Greenbriar having an aggregate value equal to the Greenbriar Assumed Indebtedness.
The Company also extended its letter agreement dated March 28, 2022, with Voya Renewable Energy Infrastructure Originator L.P. and Voya Investment Management LLC, pertaining to a construction loan mandate, until November 28, 2028.
Item 5: Full Description of Material Change
5.1 Full Description of Material Change
On August 30, 2024, the Company announced that it entered into the Water Rights Amendment Agreement, pursuant to which the parties agreed to amend the Original Water Rights Agreement.
Under the Original Water Rights Agreement, Strasser granted Greenbriar the right to acquire up to 115 acre-feet of water rights in the Tehachapi-Cummings County Water District (the "Water Rights") at an aggregate price of US$3,364,964.00 plus a non-refundable reservation fee of US$1,010,000 (the "Original Reservation Fee"). Pursuant to the terms and conditions of the Water Rights Amendment Agreement, Greenbriar USA may acquire the Water Rights for an aggregate price of US$3,400,000 plus the Original Reservation Fee. The parties also agreed that Greenbriar USA's option to exercise its right to acquire the Water Rights expires on December 31, 2024.
Additionally, pursuant to the terms and conditions of the Water Rights Amendment Agreement, Greenbriar agreed to amend an aggregate of 500,000 incentive stock options to acquire up to 500,000 common shares in the capital of Greenbriar that were issued to certain consultants of Greenbriar on January 25, 2022, and are exercisable at a price of $1.25 per common share until January 25, 2025 (the "Options"). Greenbriar is seeking to amend the Options to reduce the exercise price from C$1.25 to C$1.00 per common share and to extend the expiry date of the Options from January 25, 2025, to the date that is two years following the date of the amendment (the "Option Amendments").
The Company also announced it entered into the Debt Assumption and Settlement Amendment Agreement with Captiva and Greenbriar USA, pursuant to which: (i) Greenbriar assumed the Assumed Indebtedness of the Greenbriar USA Indebtedness under the Original Settlement Agreement; and (ii) the parties amended the Original Settlement Agreement to update the repayment schedule of the remaining Greenbriar USA Indebtedness due to the assumption of the Assumed Indebtedness.
The Company also entered the Debt Settlement Agreement, pursuant to which Greenbriar agreed to issue a number of common shares in the capital of Greenbriar having an aggregate value equal to the Greenbriar Assumed Indebtedness.
Greenbriar is also pleased to announce that it has extended its letter agreement dated March 28, 2022, with Voya Renewable Energy Infrastructure Originator L.P. and Voya Investment Management LLC, pertaining to a construction loan mandate, until November 28, 2028.
The completion of the transactions contemplated by the Debt Assumption and Settlement Amendment Agreement and the Debt Settlement Agreement, as well as the Option Amendments, remain subject to acceptance by the TSX Venture Exchange (the "Exchange"). Further details will be provided at the time of closing of the transactions.
Cautionary Statement
This report includes "forward-looking statements" and "forward-looking information" within the meaning of Canadian securities laws and United States securities laws (together, "forward-looking statements"). All statements included in this report, other than statements of historical fact, are forward-looking statements including, without limitation, statements with respect to the acquisition of the Water Rights, the Debt Assumption and Settlement Amendment Agreement, the Debt Settlement Agreement, the Option Amendments and any acceptance by the Exchange. Forward-looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as "anticipate", "believe", "plan", "estimate", "expect", "potential", "target", "budget", "propose" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions and includes the negatives thereof.
Forward-looking statements are based on a number of assumptions and estimates that, while considered reasonable by management based on the business and markets in which the Company operates, are inherently subject to significant operational, economic, and competitive uncertainties, risks and contingencies. These include assumptions regarding, among other things: general business and economic conditions. There can be no assurance that forward-looking statements will prove to be accurate and actual results, and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include those described under the heading "Risks and Uncertainties" in the Company's most recently filed MD&A (a copy of which is available under the Company's SEDAR+ profile at www.sedarplus.ca). The Company does not undertake to update or revise any forward-looking statements, except in accordance with applicable law.
5.2 Disclosure for Restructuring Transactions
There were no other changes in the corporate structure of the Company and to the Company's financial year-end or interim and annual reporting periods.
Item 6: Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7: Omitted Information
Not applicable.
Item 8: Executive Officer
Anthony Balic
Chief Financial Officer
Telephone: 604.312.2425
Item 9: Date of Report
September 9, 2024