Mr. Jeffrey Ciachurski reports

GREENBRIAR ANNOUNCES PROPOSED AMENDMENTS TO CAD $1.0 MILLION CONVERTIBLE DEBENTURE AND WARRANTS

Greenbriar Sustainable Living Inc. proposes to amend the terms of its outstanding $1-million unsecured convertible debenture originally issued on June 30, 2023, and maturing on June 30, 2026.

Subject to the acceptance of the TSX Venture Exchange, the company proposes to amend the debenture by capitalizing $120,000 of accrued and unpaid interest owing under the debenture and adding such amount to the principal amount of the debenture. Following the capitalization of the accrued and unpaid interest, the principal amount of the debenture would increase from $1-million to $1.12-million.

The company also proposes to extend the maturity date and conversion period of the debenture by two years, from June 30, 2026, to June 30, 2028, and to reduce the conversion price of the debenture from $1.25 per common share to $1 per common share, subject to adjustment in accordance with the terms of the debenture.

If the amended principal amount of the debenture is converted in full at the amended conversion price of $1 per common share, the company would issue 1.12 million common shares, subject to the acceptance of the TSX Venture Exchange and adjustment in accordance with the terms of the debenture.

The debenture was originally issued pursuant to the company's private placement announced on June 22, 2023, and closed on July 6, 2023. The debenture bears interest at 12 per cent per annum and was issued together with 460,000 detachable common share purchase warrants. The debentureholder is an arm's-length party to the company, and no insider of the company holds the debenture or the warrants.

The company also proposes to amend the expiry date of the warrants by extending the expiry date by two years, from June 30, 2026, to June 30, 2028. The exercise price of the warrants will remain unchanged at $1.30 per common share, subject to adjustment in accordance with the terms of the warrants.

All other terms of the debenture and warrants will remain unchanged. The proposed amendments remain subject to the acceptance of the TSX-V. The amendments are expected to become effective on or about June 30, 2026, subject to the acceptance of the TSX-V. The company will issue a further news release in the event the TSX-V does not accept the proposed amendments.

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.

We seek Safe Harbor.