Greenbriar Sustainable Living Inc. Files 20-F Report

TL;DR

<b>Greenbriar Sustainable Living Inc. has filed its 20-F annual report detailing its financial position, business activities, and risks for the fiscal year ended December 31, 2023.</b>

AI Summary

Greenbriar Sustainable Living Inc. (GEBRF) filed a Foreign Annual Report (20-F) with the SEC on April 30, 2024. Greenbriar Sustainable Living Inc. filed its annual 20-F report for the fiscal year ending December 31, 2023. The company was formerly known as Greenbriar Capital Corp. and changed its name on February 28, 2013. The filing includes information related to PBJLEnergyCorporation, Voya Investment Management LLC, and Tehachapi Property. It also details four land option agreements and a joint venture settlement obligation with Captiva Verde Wellness Corp. The report addresses fair value hierarchy levels (Level 1, 2, and 3) and liquidity and foreign exchange risks for CAD and USD.

Why It Matters

For investors and stakeholders tracking Greenbriar Sustainable Living Inc., this filing contains several important signals. This 20-F filing provides a comprehensive overview of Greenbriar's operations and financial health for the past fiscal year, crucial for investors to assess performance and future prospects. The report's detailed risk factors, including liquidity and foreign exchange, offer insights into potential challenges and how the company manages them, which is vital for risk-averse investors.

Risk Assessment

Risk Level: medium — Greenbriar Sustainable Living Inc. shows moderate risk based on this filing. The company's financial disclosures are limited in this extract, making it difficult to assess its overall financial health and stability, which suggests a medium risk level.

Analyst Insight

Investors should review the full 20-F filing to understand Greenbriar's financial performance, asset valuations, and specific risk mitigation strategies.

Key Numbers

• 2023-12-31 — Fiscal Year End (The reporting period for the 20-F filing.)
• 2024-04-30 — Filing Date (Date the 20-F report was filed.)
• 2013-02-28 — Name Change Date (Date Greenbriar Capital Corp. changed its name.)

Key Players & Entities

• Greenbriar Sustainable Living Inc. (company) — Filer of the 20-F report.
• Greenbriar Capital Corp. (company) — Former name of Greenbriar Sustainable Living Inc.
• PBJLEnergyCorporation (company) — Mentioned in relation to the company's history.
• Voya Investment Management LLC (company) — Mentioned in relation to the company's history.
• Tehachapi Property (company) — Mentioned in relation to the company's operations.
• Captiva Verde Wellness Corp (company) — Partner in a joint venture settlement obligation.

FAQ

Risk Factors

• Liquidity Risk [medium — financial]: The company faces liquidity risks, with obligations due both within and later than one year from the reporting date of December 31, 2023.
• Foreign Exchange Risk [medium — financial]: Greenbriar is exposed to foreign exchange risks related to both USD and CAD currencies as of December 31, 2023.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 20-F filing.
• 2024-04-30: Filing Date — Date the 20-F report was officially submitted to the SEC.
• 2013-02-28: Name Change — Date the company changed its name from Greenbriar Capital Corp.

Glossary

20-F

An annual report required by the U.S. Securities and Exchange Commission (SEC) for foreign private issuers. (Provides a comprehensive overview of the company's business, financial condition, and risks.)

Key Financial Figures

• $1.00 — as reported by the Bank of Canada was C$1.00 = US$0.73149 . See also Item 3, "Key In
• $0.73149 — ed by the Bank of Canada was C$1.00 = US$0.73149 . See also Item 3, "Key Information" fo
• $5,591,588 — va Verde Wellness Corp. the outstanding $5,591,588 in expenditures that Captiva Verde Well
• $116,491 — ect in 48 equal monthly installments of $116,491 starting on July 1, 2024, with the last

Filing Documents

• form20f.htm (20-F) — 2788KB
• exhibit4-2.htm (EX-4.2) — 30KB
• exhibit4-3.htm (EX-4.3) — 27KB
• exhibit4-4.htm (EX-4.4) — 28KB
• exhibit4-5.htm (EX-4.5) — 25KB
• exhibit4-6.htm (EX-4.6) — 12KB
• exhibit4-7.htm (EX-4.7) — 13KB
• exhibit11-1.htm (EX-11.1) — 13KB
• exhibit12-1.htm (EX-12.1) — 6KB
• exhibit12-2.htm (EX-12.2) — 6KB
• exhibit13-1.htm (EX-13.1) — 8KB
• exhibit15-1.htm (EX-15.1) — 71KB
• exhibit4-2x001.jpg (GRAPHIC) — 139KB
• exhibit4-3xu001.jpg (GRAPHIC) — 119KB
• exhibit4-4x001.jpg (GRAPHIC) — 139KB
• exhibit4-5x001.jpg (GRAPHIC) — 131KB
• exhibit4-7x002.jpg (GRAPHIC) — 3KB
• exhibit4-7x003.jpg (GRAPHIC) — 6KB
• form20fxu001.jpg (GRAPHIC) — 139KB
• form20fxu002.jpg (GRAPHIC) — 13KB
• form20fxu003.jpg (GRAPHIC) — 12KB
• form20fxu004.jpg (GRAPHIC) — 37KB
• form20fxu005.jpg (GRAPHIC) — 20KB
• form20fxz001.jpg (GRAPHIC) — 9KB
• form20fxz002.jpg (GRAPHIC) — 9KB
• 0001062993-24-009025.txt (&nbsp;) — 14036KB
• grb-20231231.xsd (EX-101.SCH) — 135KB
• grb-20231231_cal.xml (EX-101.CAL) — 55KB
• grb-20231231_def.xml (EX-101.DEF) — 336KB
• grb-20231231_lab.xml (EX-101.LAB) — 1176KB
• grb-20231231_pre.xml (EX-101.PRE) — 538KB
• form20f_htm.xml (XML) — 2372KB

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3

KEY INFORMATION

ITEM 3. KEY INFORMATION 3

INFORMATION ON THE COMPANY

ITEM 4. INFORMATION ON THE COMPANY 15

UNRESOLVED STAFF COMMENTS

ITEM 4A. UNRESOLVED STAFF COMMENTS 32

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 32

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 36

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 46

FINANCIAL INFORMATION

ITEM 8. FINANCIAL INFORMATION 49

THE OFFER AND LISTING DETAILS

ITEM 9. THE OFFER AND LISTING DETAILS 49

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION 50

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 59

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 63 PART II 63

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 63

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 63

CONTROLS AND PROCEDURES

ITEM 15. CONTROLS AND PROCEDURES 63

AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 64

CODE OF ETHICS

ITEM 16B. CODE OF ETHICS 64

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 64

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 65

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 65

CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 65

CORPORATE GOVERNANCE

ITEM 16G. CORPORATE GOVERNANCE 65

MINE SAFETY DISCLOSURE

ITEM 16H. MINE SAFETY DISCLOSURE 65

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 65

INSIDER TRADING POLICIES

ITEM 16J. INSIDER TRADING POLICIES 65

CYBERSECURITY

ITEM 16K. CYBERSECURITY 66 PART III 66

FINANCIAL STATEMENTS

ITEM 17. FINANCIAL STATEMENTS 66

FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS 66

EXHIBITS

ITEM 19. EXHIBITS 66 GENERAL MATTERS In this Annual Report on Form 20-F (this " Annual Report "), all references to " Greenbriar " are to Greenbriar Sustainable Living Inc., and all references to the " Compan y", " our ", " us " or " we " refer to Greenbriar Sustainable Living Inc. and its consolidated subsidiaries, unless the context clearly requires otherwise. We report under International Financial Reporting Standards, as issued by the International Accounting Standards Board (" IFRS "). None of our financial statements were prepared in accordance with generally accepted accounting principles in the United States. We use the Canadian dollar as our reporting currency. All references to "C$" and "$" are to Canadian dollars and references to "US$" are to United States dollars. On April 29, 2024, the daily average exchange rate for the conversion of Canadian dollars into U.S. dollars as reported by the Bank of Canada was C$1.00 = US$0.73149 . See also Item 3, "Key Information" for more detailed currency and conversion information.

FORWARD LOOKING STATEMENTS

FORWARD LOOKING STATEMENTS This Annual Report contains statements that constitute "forward-looking statements". Any statements that are not statements of historical facts may be deemed to be forward-looking statements. These statements appear in a number of different places in this Annual Report and, in some cases, can be identified by words such as "anticipates", "estimates", "projects", "expects", "contemplates", "intends", "believes", "plans", "may", "will" or their negatives or other comparable words, although not all forward-looking statements contain these identifying words. Forward-looking statements in this Annual Report may include, but are not limited to, statements and/or information related to: strategy, future operations, revenues, earnings, projected costs, expected production capacity, expectations regarding demand and acceptance of our products, trends in the market in which we operate, plans and objectives of management. Forward-looking statements are based on the reasonable assumptions, estimates, analysis and opinions made in light of our experience and our perception of trends, current conditions and expected developments, as well as other factors that we believe to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. Management believes that the assumption and expectations reflected in such forward-looking statements are reasonable. Assumptions have been made regarding, among other things: the Company's ability to build Sage Ranch and the Montalva Solar Project, and to begin production deliveries within certain timelines; the Company's labor costs and material costs remaining consistent with the Company's current expectations; there being no material variations in the current regulatory environment; and the Company's ability to obtain financing as and when required and on reasonable terms. Readers are cautioned that the foregoing list is not exhaustive of all factors a

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS A. Directors and Senior Management Not applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable.

KEY INFORMATION

ITEM 3. KEY INFORMATION A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the offer and use of proceeds Not applicable. D. Risk Factors An investment in our shares carries a significant degree of risk. You should carefully consider the following risks, as well as the other information contained in this Annual Report, including our financial statements and related notes included elsewhere in this Annual Report, before you decide to purchase our shares. Any one of these risks and uncertainties has the potential to cause material adverse effects on our business, prospects, financial condition and operating results which could cause actual results to differ materially from any forward-looking statements expressed by us and a significant decrease in the value of our common shares. Refer to "Forward-Looking Statements". We may not be successful in preventing the material adverse effects that any of the following risks and uncertainties may cause. These potential risks and uncertainties may not be a complete list of the risks and uncertainties facing us. There may be additional risks and uncertainties that we are presently unaware of, or presently consider immaterial, that may become material in the future and have a material adverse effect on us. You could lose all or a significant portion of your investment due to any of these risks and uncertainties. Risks Related to the Business of the Company We must successfully develop our real estate and solar projects before we can earn revenue. None of these have any operating history and may not perform as expected. Our Sage Ranch real estate project and our Montalva Solar Project are all in the early stages of development. None of the projects has any significant infrastructure constructed. If we are unable to complete construction of the projects, we will not be able to realize any revenues from these developments. These projects have no operating history. The ability of such p

View Full Filing

View this 20-F filing on SEC EDGAR