Mr. Jeffrey Ciachurski of Greenbriar reports

GREENBRIAR ANNOUNCES DEBT SETTLEMENT WITH CAPTIVA VERDE WELLNESS CORP.

Greenbriar Sustainable Living Inc. has entered into a settlement agreement with Captiva Verde Wellness Corp. Pursuant to the debt settlement, Greenbriar is issuing 1.25 million common shares at a deemed price of 50 cents to settle $625,000 of debt owed by Greenbriar to Captiva.

Details of the indebtedness

Pursuant to an agreement entered into during the year ended Dec. 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 instalments of $116,491 beginning July 1, 2024, and ending on June 1, 2028. Greenbriar assumed $625,000 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 a director of Captiva, the chief financial officer of the company, Anthony Balic, is also the chief financial officer of Captiva, Brian Conlan, a director of the company, is the chief executive officer of Captiva, and Michael Boyd, a director of the company, is also a director of Captiva.

The debt settlement constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the debt settlement does not exceed 25 per cent of the company's market capitalization.

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.

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.

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