Sage Ranch developer announces details of project financing

When might construction of the proposed 995-unit Sage Ranch residential subdivision begin?

There are clues in recent news releases and financial filings from the developer.

Greenbriar Sustainable Living, Inc., formerly known as Greenbriar Capital Corp., issued two news releases on Nov. 30 concerning financing for the project.

In the first release, Greenbriar CEO Jeff Ciachurski said the company “has received USD $3.0 million in the form of a three-year convertible debenture from a family office in Arizona as a bridge to the upcoming USD $40 million construction facility.”

According to the website investopedia.com, a debenture is a type of debt instrument not backed by any collateral.

The debentures will bear interest at 12% per year, calculated and paid quarterly, commencing on the date of issuance, the news release stated. They will mature 36 months from the date of issuance. Greenbriar is a Canadian company, and the deal is subject to approval of the TSX Venture Exchange, a stock exchange in Alberta.

As part of the proposed debenture financing, the holder will also be issued 900,000 warrants, with a right to convert all or any portion of warrants into common shares of the company at a price of $1.30 per common share before the maturity date. Greenbriar’s stock traded for $1.07 per share on Friday (in Canadian dollars).

The company expects to use the gross proceeds from the debentures as a bridge to the USD $40 million construction loan, Ciachurski said.

In a second release, he said the company expects the “USD $40 million construction facility” to close between March 1 and April 1, 2024.

He appeared to be referring

to the $40 million in financing the company previously said its lender — Voya Investment Management, LLC — has committed to financing in two stages — $12 million to cover infrastructure and $28 million to cover home construction for the first phase of the project.

$26.3 MILLION DEFICIT (CANADIAN)

Greenbriar also files various reports with the U.S. Securities and Exchange Commission. According to the latest financial reports on the SEC website, filed on Nov. 28 for the nine months ending Sept. 30, the company had an accumulated

deficit of more than $26.3 million and a working capital deficiency of $4.1 million.

“To date, the company has no history of earning revenues,” the report states.

The referenced amounts are in Canadian dollars. A U.S. dollar is worth approximately $1.35 Canadian.

In addition to Sage Ranch, Greenbriar owns Montalva, a planned solar facility in Puerto Rico. The SEC filing provides updates on Montalva and the financial aspects of Greenbriar’s agreement with Captiva Verde Wellness Corp. Ciachurski is also the CEO of Captiva. That company had previously

agreed to fund permitting and development costs for the Sage Ranch project. The company said no funding has been provided since November 2021, and terms of a new agreement were reported to the SEC. They show that the companies have agreed that Greenbriar will pay Captiva nearly $5.6

million in 48 equal installments beginning July 1, 2024.

Greenbriar’s Nov. 28 SEC filing can be viewed online at bit.ly/3uKYry8.

PROJECT STATUS

The Tehachapi Planning Commission approved the precise development plan for the first phase of the proposed Sage Ranch project at its Nov. 13 meeting.

The first phase includes 36 cottage homes and 51 townhomes — both multi-family attached homes — 30 patio homes on 3,200-square-foot lots and 27 single-family homes on 4,200-square-foot lots. Other housing types and apartments are planned for later phases.

Approval of the PDP was the next step for the project approved by the Tehachapi City Council on Sept. 7, 2021.

The developer proposes to build the project on 138 acres near Tehachapi High School in six phases over seven years.

The project still needs approval by the California Department of Real Estate.