ODD Odd Burger Corporation

/NOT FOR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW./

LONDON, ON, Oct. 11, 2022 /CNW/ - Odd Burger Corporation ("Odd Burger" or the "Company") (TSXV: ODD) (OTCQB:  ODDAF) (FSE: IA9) is pleased to announce that it has completed a non-brokered private placement (the "Offering") of 980,000 Units of the Company (the "Units") at a price of $0.35 per Unit for aggregate gross proceeds of $343,000. The Company issued 142,857 units of the Company (the "Units") at a price of $0.35 per Unit to James McInnes, CEO of the Company and 142,857 units on the same terms to Vasiliki McInnes, COO of the Company (each an "Investor", and collectively the "Investors").

Each Unit consists of one common share in the capital of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at a price of $0.55 per Common Share (the "Warrant Exercise Price") at any time up to 4:00 p.m. (Toronto time) on or before October 7, 2024.

The approval of the Offering will be subject to final acceptance of the Offering by the TSX Venture Exchange. The Units, including all underlying securities thereof, will have a hold period of four months and one day from the date of issue.  The net proceeds of the Offering will be used by the Company for general working capital purposes.

Certain insiders of the Company participated in the Offering. Such participation is considered a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The related party transaction will be exempt from minority approval and valuation requirements pursuant to the exemptions contained in Section 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities to be issued under the Offering nor the consideration to be paid by insiders will exceed 25% of the Company's market capitalization.

Under the closing each Investor acquired 142,857 Common Shares and 142,857 Warrants. Prior to ‎the closing of the Offering, James McInnes and Vasiliki McInnes both owned 22,275,000 Common Shares representing ‎approximately 26% of the issued and outstanding voting securities of the Company on an undiluted ‎basis and 1,699,476 options and 750,000 warrants to purchase Common Shares, representing approximately 28% of the ‎issued and outstanding voting securities of the Company on a diluted basis.

Following the closing of ‎the Offering, James McInnes and Vasiliki McInnes will each own 22,417,857 Common Shares representing approximately ‎ 26% of the issued and outstanding voting securities of the Company on an undiluted basis and 28% on a diluted basis.  The Investors acquired the Units for investment purposes only and intends to review ‎its holdings on a continuing basis and such holdings may be increased or decreased in the future. ‎A ‎copy of the Form 62-103F1 – Early Warning Report filed in connection with this disclosure may be ‎found on www.SEDAR.com.‎

The Company is pleased to announce that Utsang Desai has joined Odd Burger's Board of Directors. Desai is the president of Sai-Ganesh Enterprises Ltd., which specializes in franchising and commercial construction across Canada.  Desai brings years of experience in franchise sales, restaurant operations, commercial construction and commercial real estate and an extensive network of industry contacts.  The Board of Directors is now comprised of James McInnes (Chairman), Vasiliki McInnes, Edward (Ted) Sehl, Michael Fricker, Francois Arbour and Utsang Desai.  Officers of the company are comprised of James McInnes (President and CEO), Ted Sehl (CFO), Vasiliki McInnes (COO), and Trevor Wong-Chor (Corporate Secretary).

An aggregate of 150,000 options to purchase company shares exercisable at a price of $0.40 for a period of five years has been issued to Desai in connection with his appointment to the Board of Directors. 

The Company has determined that exemptions from the various requirements of TSX Venture Exchange Policy 5.9 are available for the grant of these Options. The Options are subject to TSX Venture Exchange acceptance.

Odd Burger Corporation is a chain of company-owned and franchised vegan fast-food restaurants as well as a food technology company that manufactures and distributes a line of plant-based protein and dairy alternatives to foodservice channels under the brand Preposterous Foods. Odd Burger restaurants operate as smart kitchens, which use state-of-the art cooking technology and automation solutions to deliver a delicious food experience to customers craving healthier and more sustainable fast food. With small store footprints optimized for delivery and takeout, advanced cooking technology, competitive pricing, a vertically integrated supply chain along with healthier ingredients, Odd Burger is revolutionizing the fast-food industry by creating guilt-free fast food. Odd Burger Corporation is traded on the TSX Venture Exchange under the symbol ODD, on the OTCQB under ODDAF, and the Frankfurt Stock Exchange under IA9. For more information visit https://www.oddburger.com.

This news release contains forward-looking information within the meaning of applicable securities laws, for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Any such forward-looking information may be identified by words such as "proposed", "expects", "intends", "may", "will", and similar expressions. Forward looking information contained or referred to in this news release includes, among others, statements relating to completion of the Offering, regulatory approval for the Offering, insider participation in the Offering, use of proceeds of the Offering and other similar statements. Forward-looking information is based on a number of factors and assumptions which have been used to develop such information, but which may prove to be incorrect including, but not limited to material assumptions with respect to the completion of the Offering and the use of proceeds of the Offering. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, undue reliance should not be placed on forward-looking information because the Company can give no assurance that such expectations will prove to be correct. Risks and uncertainties that could cause actual results, performance or achievements of the Company to differ materially from those expressed or implied in such forward-looking information include, among others, the impact of, uncertainties and risks associated with the ongoing COVID-19 pandemic, economic conditions, the risks that required regulatory approvals are not obtained, and that the Offering may not be completed due to closing conditions not being satisfied. There is no certainty that the Offering will be completed.

For a more comprehensive discussion of the risks faced by the Company, please refer to the Company's Annual Information Form, and other filings, filed with Canadian securities regulatory authorities at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available. Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. The forward-looking information contained in this news release is expressly qualified by this cautionary statement.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in the United States or in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under securities laws of any such province, state or jurisdiction. The securities referenced herein may not be offered or sold in the United States except in transaction exempt from or not subject to the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws. This news release is not to be disseminated in the United States.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Odd Burger Corporation