Odd Burger arranges $1.49-million private placement

Executive Summary

• Odd Burger Corp. is completing a refill private placement with insider CEO James McInnes, issuing 8,311,110 common shares at C$0.18 per share for gross proceeds of approximately C$1.496 million.
• The transaction follows an initial drawdown notice of C$1.5 million from RockCliffe (Westmount Ventures Inc.), with net proceeds to the company of about C$1.36 million after fees.
• Proceeds will be used for growth initiatives, new franchise development, retail distribution expansion, product innovation and general working capital.

Key Details

• Initial Drawdown (Sept 11 2025):
• Issue price: C$0.17 per share.
• Insider secondary sale: 8,823,529 shares transferred by James McInnes to RockCliffe.
• Commitment fee: C$100,000 payable in shares.
• Work fee: C$40,000 cash (deducted from proceeds).
• Net proceeds to Odd Burger: ≈C$1.36 million.

• Transaction expenses: Company may reimburse legal/due‑diligence costs up to 2% of the $2.5 million maximum commitment.

• Refill Private Placement:

• Shares issued to insider (James McInnes): 8,311,110 common shares at C$0.18 per share (10% premium over drawdown price).

• Gross proceeds: C$1,496,000.

• Related‑Party Transaction:

• Conducted under exemptions from MI 61‑101 valuation and minority‑shareholder approval requirements (fair market value <25% of market cap; transaction value <$2.5 million).

• Ownership Impact:

• Pre‑transaction: McInnes held ~22.8% voting securities (non‑diluted) and ~24.9% on a fully diluted basis.

• Post‑transaction: Ownership will be ~20.5% non‑diluted and ~22.5% fully diluted.

• Use of Proceeds:

• Support growth initiatives & new franchise development.
• Expand retail distribution network.
• Fund product development & innovation.

• Provide general working capital.

• Regulatory:

• Transaction subject to final approval by the TSX Venture Exchange (TSX‑V).

Notable Quotes

(No direct quotes were provided in the release.)