/NOT FOR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW./
Odd Burger Corporation (“Odd Burger” or the “Company“) (TSXV: ODD) (OTCQB: ODDAF) (FSE: IA9) is pleased to announce that it has completed the second tranche of a non-brokered private placement (the “Offering“) of 1,960,000 Units of the Company (the ”Units“) for $0.25 per Unit for aggregate gross proceeds of $490,000.
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 for $0.40 per Common Share (the “Warrant Exercise Price“) at any time up to 4:00 p.m. (Toronto time) on or before February 3, 2025.
The approval of the Offering will be subject to final acceptance of the Offering by the TSX Venture Exchange. The net proceeds of the Offering will be used by the Company to establish a US presence and create a US operational team, initial international expansion into Europe, expand current production capacity, accelerate Canadian growth, and for 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 under 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.
The Company would like to announce the cancelation of 1,884,000 Units issued to Angelpreneur AG in the first tranche of the Offering. The Units were to be delivered against payment and the subscriber failed to deliver the funds when the Units were delivered.
Additionally, and further to the press release dated January 25, 2023, the Company would like to clarify that the Finder’s Option Unit Warrants (as defined in the press release) are non-transferable common share purchase warrants.
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 food service 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, and 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 on the Frankfurt Stock Exchange under IA9. For more information visit https://oddburger.com/.
This news release contains forward-looking information within the meaning of applicable securities laws, to provide 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 the 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 several 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 concerning the completion of the Offering and the use of proceeds of the Offering. Although the Company believes that the expectations reflected in the such forward-looking information are reasonable, undue reliance should not be placed on the 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 before 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 transactions 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) accept responsibility for the adequacy or accuracy of this release.
SOURCE: Odd Burger Corporation
