Odd Burger Raises $2.5M in Equity Funding

Odd Burger Corporation Announces Equity Distribution Agreement

On September 11, 2025, Odd Burger Corporation (TSXV: ODD) announced a significant equity distribution agreement with Westmount Ventures Inc., operating as Rockcliffe Capital. This agreement allows Odd Burger to issue and sell common shares for total gross proceeds of up to $2.5 million over a 24-month period, contingent on obtaining requisite approvals from the TSX Venture Exchange (TSXV).

Initial Drawdown of $1.5 Million

The Selling Shareholder, James McInnes, an insider at Odd Burger, has initiated the first drawdown notice for $1.5 million. Following a ten-day pricing period, McInnes will transfer a quantity of common shares calculated using the Initial Drawdown amount divided by the share price, applying an 8% discount to the average daily volume weighted average price on the TSXV within the pricing period. The transaction is bounded by a minimum share price equivalent to the highest of the discounted market price just prior to the drawdown notice or as outlined in the press release.

Fees associated with the transaction include a $100,000 commitment fee, paid in shares, and a $40,000 work fee, paid in cash and deducted from the proceeds. Following these deductions, Odd Burger anticipates net proceeds of $1.36 million from this transaction. The company may also cover legal and due diligence expenses capped at 2% of the maximum commitment.

Refill Private Placement

Subsequent to the Initial Drawdown, Odd Burger plans to conduct a "refill private placement" with McInnes. This structure will enable the Selling Shareholder to direct the repayment of the drawdown to Odd Burger in exchange for new common shares at a premium of 10% over the initial drawdown amount. The issuance price will be determined based on the closing price of shares before the announcement of the refill terms.

Related Party Disclosure

The refill private placement raises a "related party transaction" flag under Multilateral Instrument 61-101, and the Company is leveraging exemptions from formal valuation and minority shareholder approval requirements due to the transaction's value not exceeding 25% of the Company’s market capitalization.

Use of Proceeds

Net proceeds from the refill private placement are earmarked for various strategic initiatives including:

• Growth and new franchise development
• Retail distribution expansion
• Innovation in product development
• General working capital needs

Final Approval and Company Overview

Both the agreement and the initial drawdown await final approval from the TSXV. As a quick overview, Odd Burger Corporation is a vegan fast-food restaurant chain focused on producing plant-based protein and dairy alternatives. Their innovative approach employs smart kitchen technologies to deliver healthier, sustainable fast-food options at competitive prices. The company operates on a vertically integrated supply chain and offers convenience through both restaurant dining and retail sales of its consumer-packaged goods.

In summary, this agreement exemplifies Odd Burger’s effort to expand its capabilities and enhance its market presence while ensuring regulatory compliance with TSXV standards. The company also provides forward-looking statements regarding potential growth and associated risks, emphasizing the importance of cautious consideration by potential investors. All contained information and plans are grounded in the Company's current expectations and market conditions, with a clear pathway for future updates and strategic decisions.