Odd Burger Closes $490K in Second Tranche ‎of Private Placement and Provides Updates on ‎First Tranche

/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.‎

Updates on First Tranche

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.

About Odd Burger Corporation

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/.‎

Forward-Looking Information

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




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