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./

TORONTO, March 28, 2022 /CNW/ - Odd Burger Corporation ("Odd Burger" or the "Company") (TSXV: ODD) (OTCQB: ODDAF) (FSE: IA9) is pleased to announce that it intends to complete a non-brokered private placement (the "Offering") of up to 6,250,000 units of the Company (the "Units") at a price of $0.40 per Unit for aggregate gross proceeds of up to $2,500,000.

Each Unit will consist of one common share in the capital of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share at a price of $0.60 per Common Share (the "Warrant Exercise Price") at any time up to 4:00 p.m. (Toronto time) on or before the earlier of the date that is two years following the closing date of the Offering.

The completion of the Offering will be subject to acceptance of the Offering by the TSX Venture Exchange. Closing of the Offering is expected to occur on or about April 29, 2022, subject to satisfaction of all closing conditions. 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 sales and marketing of new franchise locations, upgrading manufacturing facilities, completing existing corporate restaurant construction projects and general working capital purposes.

A finder's fee of up to 8% of the gross proceeds of the Offering may be paid in cash. In addition, the Company may issue finders' warrants equal to up to 8% of the number of Units issued in connection with the Offering.  Each finder's warrant will entitle the holder to purchase one Common Share at a price of $0.60 for a period of two years from issuance. 

Certain insiders of the Company will participate 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.

Odd Burger would also like to add clarification to the press release dated February 22, 2022 entitled: Odd Burger Launches Preposterous Foods: New Brand for Vegan Meats, Sauces, Dressings in Exclusive Partnership with Sysco. In this release it was stated that the "The line of plant-based proteins and sauces is distributed exclusively through Sysco (NYSE: SYY), the world's largest food services company with more than 600,000 clients in restaurants, healthcare and educational facilities, lodging/hospitality and other institutional customers. This provides Preposterous with more than 330 distribution facilities worldwide." Odd Burger would like to clarify that it does not have access to all 330 Sysco distribution centers and that the products are only stocked at the South Western Ontario Sysco distribution center.

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 under the brand Preposterous Foods to foodservice channels. 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