/NOT FOR DISSEMINATION IN THE UNITED
STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF UNITED
STATES SECURITIES LAW./
TORONTO, May 10, 2022
/CNW/ - Odd Burger Corporation ("Odd Burger" or the
"Company") (TSXV: ODD) (OTCQB: ODDAF) (FSE: IA9) is
pleased to announce that it has completed the closing of a second
tranche of its previously announced private placement (the
"Private Placement").
On May 10, 2022, the Company
issued 822,500 units of the Company (the "Units") at a price
of $0.40 per Unit for aggregate gross
proceeds of $329,000. 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 will entitle the holder thereof to
purchase one Common Share at a price of $0.60 per Common Share 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. The Units,
including all underlying securities thereof, will have a hold
period of four months and one day from the date of
issue.
The Company is also pleased to announce that it has received a
30-day extension from the TSX Venture Exchange (the "TSXV")
to close the final tranche of its Private Placement. The
extended final date for acceptance by the TSXV of the Private
Placement is June 11, 2022.
As previously announced on April 1,
2022, the Company completed an initial closing of the
Private Placement on March 31, 2022
(the "First Tranche"). Under the First Tranche, the Company
issued 625,000 Units at a price of $0.40 per Unit to James
McInnes, CEO of the Company, and 625,000 units on the same
terms to Vasiliki McInnes, COO of
the Company, for aggregate gross proceeds of $500,000.
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.
The Private Placement remains subject to TSXV final
acceptance.
Required Early Warning Report Disclosure
Under the closing, BoxOne Ventures Inc. ("BoxOne")
acquired 250,000 Common Shares and 250,000 Warrants. Prior to the
closing, BoxOne owned 13,012,500 Common Shares representing
approximately 15.3% of the issued and outstanding voting
securities of the Company on an undiluted basis and diluted basis.
Following the closing, BoxOne will own 13,262,500 Common Shares and
250,000 Warrants representing approximately 15.6% of the issued and
outstanding voting securities of the Company on an undiluted basis
and 15.8% on a diluted basis. BoxOne 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.
Investor Relations Services
The Company has retained Hybrid Financial Ltd. ("Hybrid")
to provide marketing services to Odd Burger. Hybrid has been
engaged to heighten market and brand awareness for Odd Burger and
to broaden Odd Burger's reach within the investment community.
Hybrid has agreed to comply with all applicable securities laws
and the policies of the TSX Venture Exchange in providing the
services.
Hybrid has been engaged by the Company for an initial period of
12 months (the "Initial Term") and then shall be renewed
automatically for successive six-month periods thereafter, unless
terminated by the Company in accordance with the Agreement. Hybrid
will be paid a monthly fee of $22,500, plus applicable taxes, during the
Initial Term.
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 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.
Forward-Looking Information
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