Odd Burger Secures $2.5M Equity Financing

LONDON, ON, Sept. 11, 2025 /CNW/ – Odd Burger Corporation (TSXV: ODD) (OTCPK: ODDAF) (FSE: IA9) (“Odd Burger” or the “Company”) is pleased to announce it has entered into an equity distribution agreement (the “Agreement”) with Westmount Ventures Inc. d/b/a Rockcliffe Capital (“Rockcliffe”), under which the Company may issue and sell common shares for aggregate gross proceeds of up to $2.5 million over a 24-month period, subject to TSX Venture Exchange (the “TSXV”) rules and approval.

Initial Drawdown of $1.5 Million

James McInnes, the Selling Shareholder has delivered his first drawdown notice to Rockcliffe in the amount of $1,500,000 (the “Initial Drawdown”). Following a ten (10) day pricing period commencing on the trading day immediately following the date of the drawdown notice. James McInnes, an insider of the Company, shall transfer that number of common shares equal to the product of the Initial Drawdown amount of $1,500,000 divided by the price per common share equal to an 8% discount to the average daily volume weighted average price of the common shares on the TSXV during the pricing period, subject to a minimum common share price equal to the greater of the Discounted Market Price of the common shares immediately prior to the notice of Initial Drawdown and this press release.

• Commitment Fee: $100,000, payable in shares.
• Work Fee: $40,000, payable in cash and deducted from proceeds.
• Net Proceeds to Odd Burger: $1,360,000 (the “Refill Private Placement Amount”).
• Transaction Expenses: The Company may also reimburse the investor’s legal and due diligence expenses, capped at 2% of the Maximum Commitment Amount.

Refill Private Placement

Following the Initial Drawdown, Odd Burger will complete a “refill private placement” with the Selling Shareholder, James McInnes, who is an insider of the Company. Under this structure, the Selling Shareholder directs the investor’s repayment of the drawdown amount to Odd Burger in exchange for receiving new treasury common shares, based on the Refill Private Placement Amount plus a 10% premium. The new treasury common shares will be issued at a price equal to the closing price of the Shares immediately prior to the press release announcing the terms and pricing of the Refill Private Placement, subject to a minimum common share price equal to the greater of the Discounted Market Price of the common shares immediately prior to the notice of Initial Drawdown and this press release.

Related Party Disclosure

The Refill Private Placement involves an insider of the Company and is therefore considered a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and TSXV Policy 5.9. The Company is relying on the exemptions from:

• the formal valuation requirement under Section 5.5(a) of MI 61-101, and
• the minority shareholder approval requirement under Section 5.7(1)(a),

As the fair market value of the insider participation does not exceed 25% of the Company’s market capitalization and the aggregate value of the transaction is less than C$2.5 million.

Use of Proceeds

Net proceeds from the Refill Private Placement will flow into Odd Burger and will be used to support:

• Growth initiatives and new franchise development
• Expansion of retail distribution
• Product development and innovation
• General working capital requirements

TSXV Approval

The Agreement, Initial Drawdown, and Refill Private Placement remain subject to final approval of the TSXV.

About Odd Burger Corporation

Odd Burger Corporation is a franchised vegan fast-food restaurant chain and food technology company that manufactures a proprietary line of plant-based protein and dairy alternatives. Its manufactured products are distributed to Odd Burger restaurant locations through its foodservice line and also sold at grocery retailers through its consumer-packaged goods (CPG) line. 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 that can be enjoyed at its restaurant locations or at home though its CPG line. Odd Burger Corporation is traded on the TSX Venture Exchange under the symbol “ODD” and on the OTCPK under the symbol “ODDAF”. For more information visit https://www.oddburger.com.

Forward-Looking Information

This news release contains forward-looking information 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 statements relating to approval of the TSX Venture Exchange, future restaurant openings, potential franchisees, demand for our products 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 with respect to the continued strong demand for the Company’s products, the availability of sufficient financing on reasonable terms to fund the Company’s capital requirements and the ability to obtain necessary equipment, production inputs and labour. 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, negative cash flow and future financing requirements to sustain and grow operations, limited history of operations and revenues and no history of earnings or dividends, expansion of facilities, competition, availability of raw materials, dependence on senior management and key personnel, general business risk and liability, regulation of the food industry, change in laws, regulations and guidelines, compliance with laws, unfavourable publicity or consumer perception, product liability and product recalls, risks related to intellectual property, difficulties with forecasts, management of growth and litigation, as well as the impact of, uncertainties and risks associated with the ongoing COVID-19 pandemic, many of which are beyond the control of the Company. For a more comprehensive discussion of the risks faced by the Company, please refer to the Company’s Annual Information Form filed with Canadian securities regulatory authorities at www.sedarplus.ca. 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.

Non-GAAP Measures 

This news release may refer to certain non-GAAP measures. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS, and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management’s perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. The TSX Venture Exchange has neither approved nor disapproved the contents of this news release. 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 news release.

SOURCE Odd Burger Corporation