/NOT FOR DISSEMINATION IN THE UNITED
STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF UNITED
STATES SECURITIES LAW./
LONDON,
ON, Feb. 6, 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 second tranche of a non-brokered private placement
(the "Offering") of 1,960,000 Units of the Company (the
"Units") at a price of $0.25
per Unit for aggregate gross proceeds of $490,000.
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 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 February 3, 2025.
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.
Updates on First Tranche
The Company would like to announce the cancelation of 1,884,000
Units issued to Angelpreneur AG in the first tranche of the
Offering. The Units were to be delivered against payment and the
subscriber failed to deliver the funds when the Units were
delivered.
Additionally, and further to the press release dated
January 25, 2023, the Company would
like to clarify that the Finder's Option Unit Warrants (as defined
in the press release) are non-transferrable common share purchase
warrants.
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://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