LONDON,
ON, April 26, 2023 /CNW/ - Odd Burger
Corporation ("Odd Burger" or the "Company") (TSXV: ODD) (OTCBQ:
ODDAF) (FSE: IA9) is pleased to announce that it has signed a
non-binding letter of intent ("LOI") with Zoglo's Food Corp.
("Zoglo's") (CNSX: ZOG) to acquire 100% of its issued and
outstanding common shares and combine the businesses (the "Proposed
Transaction").
Zoglo's is a leader in the plant-based consumer packaged goods
(CPG) industry in Canada with over
3000 distribution points across the country. Zoglo's products can
be found at major retailers including Walmart Canada, Metro, Food
Basics, Sobeys, IGA and FreshCo. The Zoglo's product line is
extensive and includes non-GMO plant-based burgers, sausages, hot
dogs, meat balls and chicken, with 12 SKUs currently being
distributed to the Zoglo's retail base.
With a successful acquisition, Odd Burger expects to gain access
to Zoglo's' food manufacturing network in both North America and Europe, which may provide significant benefits
to Odd Burger as it scales its operations internationally.
Furthermore, Odd Burger plans to launch some of its own branded
products into retail which is expected to be facilitated through
the acquisition with Zoglo's. Odd Burger would also provide Zoglo's
with access to its food service channels, which may provide a new
revenue stream for Zoglo's.
"This acquisition provides growth potential for both of our
companies," says James McInnes, CEO
and Co-Founder of Odd Burger. "The retail distribution that Zoglo's
has is nearly unmatched in the plant-based retail space in
Canada and I believe that we can
leverage this distribution to both monetize our own products and
also make Zoglo's products even more successful in their
category."
"We are thrilled to announce our intention to join forces with
Odd Burger Corporation, a company that shares our passion for
plant-based foods and sustainable business practices." says
Val Jedras, CEO of Zoglo's. "With
over 25 years of experience in the Canadian plant-based consumer
packaged goods industry, we have built a strong brand and loyal
customer base. By combining our resources and expertise with Odd
Burger, we believe we can accelerate our growth and expand our
reach both domestically and internationally. We are excited about
the potential of this partnership and look forward to working
closely with the Odd Burger team to bring delicious and nutritious
plant-based products to more consumers around the world."
Pursuant to the terms of the LOI, the companies will work to
enter into a definitive acquisition agreement. The Proposed
Transaction is subject to the satisfaction of certain conditions
precedent and compliance with applicable TSXV policies.
Upon completion of the Proposed Transaction, the former Zoglo's
Shareholders will hold approximately 25% of the Odd Burger Shares
and the Odd Burger Shareholders will hold approximately 75% of the
Odd Burger Shares (without giving effect to any other
issuances).
All Odd Burger Shares issued pursuant to the Proposed
Transaction will be freely tradable under applicable Canadian
securities legislation but may be subject to TSXV imposed
restriction on resale. In addition, certain Odd Burger Shares
issued in the United States to or
for the benefit of U.S. Persons (as such term is defined under
Regulation S of the United States Securities Act of 1933, as
amended (the "U.S. Securities Act") will be "restricted
securities" within the meaning of Rule 144(a)(3) of the U.S.
Securities Act.
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 proprietary line of
plant-based protein and dairy alternatives to its locations. 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 and on the OTCQB under the symbol ODDAF. For more information
visit https://www.oddburger.com.
About Zoglo's Food
Corp.:
Zoglo's Food Corp. is a publicly-traded plant-based food company
that offers nutrient-rich, plant-based appetizers, veggies, and
meat substitutes to fulfill consumers' needs for all occasions and
cooking requirements. Zoglo's wholly-owned subsidiary, Zoglo's Food
Inc., currently offers 12 innovative products for the mainstream
market through its new Zoglo's Black Box product line. Over the
past 25 years, Zoglo's products have been distributed in over 3,000
retail stores across Canada
including Walmart, Shoppers Drug Mart, Sobeys, and Loblaws, and
have representation in the United
States and Europe. Zoglo's
trades on the Canadian Securities Exchange under the ticker: ZOG
and the Frankfurt Stock Exchange under the ticker: 7UT."
Warnings
All information contained in this news release with respect to
Odd Burger and Zoglo's was supplied by the parties, respectively,
for inclusion herein, and Odd Burger and its directors and officers
have relied on Zoglo's for any information concerning such
party.
Completion of the Proposed Transaction is subject to a number of
conditions, including but not limited to, TSXV acceptance and
Zoglo's shareholder approval. Where applicable, the Proposed
Transaction cannot close until the required shareholder approval
is obtained. There can be no assurance that the Proposed
Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the
management information circular to be prepared in connection with
the transaction, any information released or received with respect
to the transaction may not be accurate or complete and should not
be relied upon.
The Exchange has in no way passed upon the merits of the
Proposed Transaction and has neither approved nor disapproved the
contents of this press release.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the Exchange)
accepts responsibility for the adequacy or accuracy of this press
release.
This news release contains forward-looking statements relating
to the timing and completion of the Proposed Transaction, the
future operations of the Company and other statements that are not
historical facts. Forward-looking statements are often identified
by terms such as "will", "may", "should", "anticipate", "expects"
and similar expressions. All statements other than statements of
historical fact, included in this release, including, without
limitation, statements regarding the Proposed Transaction and the
future plans and objectives of the Company, are forward-looking
statements that involve risks and uncertainties. There can be no
assurance that such statements will prove to be accurate and actual
results and future events could differ materially from those
anticipated in such statements. Important factors that could cause
actual results to differ materially from the Company's
expectations include the failure to satisfy the conditions to
completion of the Proposed Transaction set forth above and other
risks detailed from time to time in the filings made by the
Company with securities regulations.
The reader is cautioned that assumptions used in the preparation
of any forward-looking information may prove to be incorrect.
Events or circumstances may cause actual results to differ
materially from those predicted, as a result of numerous known and
unknown risks, uncertainties, and other factors, many of which are
beyond the control of the Company. As a result, the Company cannot
guarantee that the Proposed Transaction will be completed on the
terms and within the time disclosed herein or at all. The reader
is cautioned not to place undue reliance on any forward-looking
information. Such information, although considered reasonable by
management at the time of preparation, may prove to be incorrect
and actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are
expressly qualified by this cautionary statement. The
forward-looking statements contained in this news release are made
as of the date of this news release and the Company will update or
revise publicly any of the included forward-looking statements as
expressly required by Canadian securities law.
SOURCE Odd Burger Corporation