/NOT FOR DISSEMINATION IN THE UNITED
STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF UNITED
STATES SECURITIES LAW./
LONDON,
ON, Jan. 25, 2023 /CNW/ - Odd Burger
Corporation ("Odd Burger" or the "Company") (TSXV:
ODD) (OTCQB: ODDAF) (FSE: IA9) is pleased to announce that it has
completed the first tranche of a non-brokered private placement
(the "Offering") of 5,202,000 Units of the Company (the
"Units") at a price of $0.25
per Unit for aggregate gross proceeds of $1,300,500. The closing of the Offering has been
extended by the Company to February 3,
2023.
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 at a price of $0.40 per Common Share (the "Warrant Exercise
Price") at any time up to 4:00
p.m. (Toronto time) on or
before January 24, 2025.
In connection with the Offering, Haywood Securities Inc.
received cash compensation of $5,250
and 21,000 options (the "Finder's Options") and PI Financial
Corp. received cash compensation of $700 and 2,800 Finder's Options which is equal to
7% of the number of Units sold by each finder pursuant to the
Offering. Each Finder's Option will entitle the holder to purchase
one Unit for a period of 24 months from the Closing Date at an
exercise price of $0.25 per Unit
("Finder's Option Unit"). Each Finder's Option Unit will
consist of one common share in the capital of the Company
("Finder's Option Unit Share") and one transferable common
share purchase warrant ("Finder's Option Unit Warrant").
Each Finder's Option Unit Warrant will entitle the holder to
acquire one additional common share of the Company ("Finder's
Option Unit Warrant Share") for a period of 24 months from the
Closing Date at an exercise price of $0.40 per Finder's Option Unit Warrant
Share.
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 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.
Required Early Warning Report Disclosure
Immediately prior to the Offering, BoxOne Ventures Inc. owned
and exercised control over an aggregate of 13,262,500 Common
Shares and 250,000 Warrants, representing an interest of
approximately 15.4% of the issued and outstanding voting
securities of the Company on a non-diluted basis and 15.6% of
the issued and outstanding securities of the Company assuming
exercise of the Warrants.
As a result of the Offering, BoxOne Ventures Inc. will own and
exercise control over an aggregate of 13,402,500 Common Shares
and 390,000 Warrants representing approximately 14.7% of the
issued and outstanding voting securities of the Company on a
non-diluted basis and 15.0% of the issued and outstanding
securities of the Company, assuming conversion of the options and
exercise of the Warrants.
BoxOne Ventures Inc. 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.
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 foodservice 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, 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