GEBRF Greenbriar Sustainable Living Inc (PK)

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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 December 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) ☐

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SUBMITTED HEREWITH

Exhibits

Exhibit		Description
99.1		News Release dated December 30, 2024

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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: December 30, 2024

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	Greenbriar Sustainable Living Inc. 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.greenbriarliving.com

NEWS RELEASE

Greenbriar Provides Update with Respect to Debt Settlement with
Captiva Verde Wellness Corp.

December 30, 2024

Trading Symbol: TSX Venture Exchange: GRB US OTC Market:  GEBRF

 

Scottsdale, Arizona, December 30^th, 2024 - Greenbriar Sustainable Living Inc. (TSXV: GRB) (OTC: GEBRF) ("Greenbriar" or the "Company") announces, further to its news release of August 30, 2024, that it is proceeding with its previously announced debt settlement agreement (the "Debt Settlement") with Captiva Verde Wellness Corp. ("Captiva").

Pursuant to the Debt Settlement, Greenbriar is settling $1,000,000 of debt (the "Indebtedness") owed by Greenbriar to Captiva by issuing Captiva 2,197,802 common shares of Greenbriar at a deemed price of $0.455 per common share.¹

Details of the Indebtedness

Pursuant to an agreement entered into during the year-ended December 31, 2023, Greenbriar's wholly-owned subsidiary, Greenbriar Capital (U.S.) LLC ("Greenbriar USA"), is required to pay Captiva $5,591,588 in 48 equal installments of $116,491 beginning July 1, 2024 and ending on June 1, 2028 (as disclosed in Note 16 of Greenbriar's condensed consolidated interim financial statements for the three and six months ended June 30, 2024 and 2024).² Greenbriar assumed $1,000,000 of this debt from Greenbriar USA.

The Debt Settlement represents a non-arm's length transaction as the Chief Executive Officer of the Company, Jeffrey Ciachurski, is also the Chief Executive Officer of Captiva, the Chief Financial Officer of the Company, Anthony Balic, is also the Chief Financial Officer of Captiva and Michael Boyd, a director of the Company, is also a director of Captiva.

The completion of the Debt Settlement remains subject to acceptance by the TSX Venture Exchange.

All securities issued pursuant to the Debt Settlement will be issued pursuant to a prospectus exemption and are subject to a four month and one day hold period from the date of issuance.

		"Greenbriar Sustainable Living Inc. was recognized as a TSX Venture 50® company in 2014 and 2023. TSX Venture 50 is a trademark of TSX Inc. and is used under license." TSX Venture Exchange Symbol: GRB | US OTC Symbol: GEBRF

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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 Debt Settlement and any acceptance by the TSX Venture 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.

 

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		"Greenbriar Sustainable Living Inc. was recognized as a TSX Venture 50® company in 2014 and 2023. TSX Venture 50 is a trademark of TSX Inc. and is used under license." TSX Venture Exchange Symbol: GRB | US OTC Symbol: GEBRF

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