Greenbriar Capital Announces Convertible Debenture and Update on the Sage Ranch Option and Joint Venture Agreement with Captiva Verde Wellness Corp

Coquitlam, British Columbia – Newsfile Corp. – June 22, 2023 – Greenbriar Capital Corp. (TSV: GRB) (OTC Pink: GEBRF) (“Greenbriar or “the Firm“) declares that it intends to concern a CDN $1.0 million unsecured convertible debenture (the “Debenture“) to an investor (the “Debenture Holder“). The Debenture will bear curiosity at 12% each year, calculated and paid quarterly commencing on the date of issuance and can mature thirty-six (36) months from the date of issuance (the “Maturity Date“).

The Debenture Holder can have the correct, now and again and at any time on or prior to five:00 p.m. (Pacific Time) on the Maturity Date, to transform all or any portion of the excellent principal quantity of the Debenture (“Principal Quantity“) into frequent shares of the Firm, at a value of $1.25 per frequent share topic to adjustment pursuant to the phrases of the Debenture.

As a part of the proposed Debenture financing, the Debenture Holder can be issued 460,000 warrants, the place the Debenture Holder can have the correct, now and again and at any time on or prior to five:00 p.m. (Pacific Time) on the Maturity Date, to transform all or any portion of the Principal Quantity into frequent shares of the Firm, at a value of $1.30 per frequent share topic to adjustment pursuant to the phrases of the Debenture.

The Debenture is topic to a statutory maintain interval of 4 months plus a day from the date of issuance in accordance with relevant securities laws. The Firm expects to make use of the gross proceeds from the Debenture for Sage Ranch and normal working capital functions.

Closing of the Debenture is topic to various situations, together with receipt of all crucial company and regulatory approvals, together with the TSX Enterprise Alternate. The long run issuance of frequent shares upon conversion of the Debenture, if any, are topic to the ultimate acceptance of the TSX Enterprise Alternate.

All references to forex are in Canadian {dollars}.

Joint Enterprise Settlement with Captiva Verde Wellness Corp

Greenbriar and Captiva Verde Wellness Corp. (“Captiva”) have tentatively agreed on a settlement of the Sage Ranch choice and three way partnership settlement (“Choice and Joint Enterprise Settlement”). Pursuant to the phrases of the Choice and Joint Enterprise Settlement, Captiva would earn a 50% internet earnings curiosity in Sage Ranch by:

1. Captiva paying Greenbriar a money cost of $112,500 (the “Money Cost”) (Captiva happy this cost in 2018 beneath the phrases of the earlier Sale Settlement);
2. Captiva issuing Greenbriar frequent shares (the “Share Cost”) (Captiva happy this cost in 2018 via the issuance of 10,687,500 frequent shares beneath the phrases of the earlier Sale Settlement); and
3. Captiva funding the relevant allowing and improvement prices for the Sage Ranch Undertaking (Captiva is in default on such funding obligations as no funding has been offered since November 2021).

Greenbriar and Captiva have agreed that Greenbriar pays Captiva 10% of Sage Ranch’s internet earnings per 12 months till the CDN $5,591,588 that Captiva has spent on the property is repaid. Subsequent to the quantity being repaid, Captiva will now not have any additional internet earnings curiosity in and to the Sage Ranch challenge.

About Greenbriar Capital Corp:
Greenbriar is a number one ESG Various Asset developer of renewable vitality and sustainable actual property. With long-term, excessive affect, contracted gross sales agreements in key challenge places and led by a profitable, industry-recognized working and improvement workforce, Greenbriar targets deep valued belongings directed at accretive shareholder worth.

ON BEHALF OF THE BOARD OF DIRECTORS
Jeffrey J. Ciachurski
Chief Government Officer and Director
Telephone: 949.903-5906
Fax: 604-608-9572
www.greenbriarcapitalcorp.ca

The TSX Enterprise Alternate has not reviewed and doesn’t settle for duty for the accuracy or adequacy of this launch. Neither the TSX Enterprise Alternate nor its Regulation Service Supplier (as that time period is outlined within the insurance policies of the TSX Enterprise Alternate) accepts duty for the adequacy or accuracy of this launch. This press launch might include forward-looking statements. All statements, aside from statements of historic truth, represent “forward-looking statements” and embrace any info that addresses actions, occasions or developments that the Firm believes, expects or anticipates will or might happen sooner or later together with the Firm’s technique, plans or future monetary or working efficiency and different statements that categorical administration’s expectations or estimates of future efficiency.

The issuer is solely liable for the content material of this announcement.