File: Attachment GRB - August 30, 2024.pdf

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 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.

"Greenbriar Capital Corp. was recognized as a TSX Venture 50trademark 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 LEGAL_44717465.5 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 50trademark 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 LEGAL_44717465.5 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 50trademark 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 LEGAL_44717465.5

File: '\\swfile\EmailIn\20240830 160903 Attachment GRB - August 30, 2024.doc'

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"Greenbriar Capital Corp. was recognized as a TSX Venture 50(TM) 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

LEGAL_44717465.5

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

"Greenbriar Capital Corp. was recognized as a TSX Venture 50(TM) 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

LEGAL_44717465.5

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.

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.

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.