Odd Burger arranges $1.49-million private placement

Mr. Mitchell Scott reports ODD BURGER ANNOUNCES PRIVATE PLACEMENT Odd Burger Corp., in connection with the previously announced equity distribution agreement with Westmount Ventures Inc., doing business as Rockcliffe Capital, and subsequent $1.5-million drawdown notice, will conduct a refill private placement with chief executive officer James McInnes and will issue him 8,311,110 common shares of the company at a price of 18 cents per share for gross proceeds of $1,496,000. Initial drawdown of $1.5-million On Sept. 11, 2025, the company delivered its first drawdown notice for $1.5-million to RockCliffe, which commenced a 10-day pricing period for the transaction and set the following transaction terms: Issue price: 17.0 cents per share; Shares sold by insider (secondary sale): 8,823,529 shares transferred by Mr. McInnes to Rockcliffe; Commitment fee: $100,000, payable in shares; Work fee: $40,000, payable in cash and deducted from proceeds; Net proceeds to Odd Burger: $1.36-million; Transaction expenses: The company may also reimburse the investor's legal and due diligence expenses, capped at 2 per cent of the $2.5-million maximum commitment amount of the equity agreement. Refill private placement Following the initial drawdown, Odd Burger will complete a private placement with the selling shareholder, Mr. McInnes, who is an insider of the company. Under this structure, the selling shareholder directs the investor's repayment of the drawdown amount to Odd Burger in exchange for receiving new treasury shares at the price of 18 cents per share, based on the refill private placement amount plus a 10-per-cent premium, resulting in 8,311,110 shares issued to the selling shareholder. Related party disclosure The refill private placement involves an insider of the company and is therefore considered a related party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, and TSX Venture Exchange Policy 5.9. The company is relying on the exemptions from: The formal valuation requirement under Section 5.5(a) of MI 61-101; The minority shareholder approval requirement under Section 5.7(1)(a). The above exemptions apply as the fair market value of the insider participation does not exceed 25 per cent of the company's market capitalization and the aggregate value of the transaction is less than $2.5-million. Required early warning report disclosure Immediately prior to the acquisition of shares, Mr. McInnes owned and exercised control over an aggregate of 22,417,857 common shares, 1,849,479 options and 892,857 warrants, representing an interest of approximately 22.8 per cent of the issued and outstanding voting securities of the issuer on a non-diluted basis, and 24.9 per cent of the issued and outstanding securities of the issuer assuming conversion of the options and exercise of the warrants. As a result of the transaction, Mr. McInnes will now own and exercise control over an aggregate of 21,905,438 common shares, 1,849,479 options and 892,857 warrants representing approximately 20.5 per cent of the issued and outstanding voting securities of the issuer on a non-diluted basis, and 22.5 per cent of the issued and outstanding securities of the issuer, assuming conversion of the options and exercise of the warrants. Mr. McInnes intends to review his 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 SEDAR+. Use of proceeds Net proceeds from the initial drawdown and the related refill private placement will flow into Odd Burger and will be used to support: Growth initiatives and new franchise development; Expansion of retail distribution; Product development and innovation; General working capital requirements. TSX-V approval The agreement, initial drawdown and refill private placement remain subject to final approval of the TSX-V. About Odd Burger Corp. Odd Burger is a franchised vegan fast-food restaurant chain and food technology company that manufactures a proprietary line of plant-based protein and dairy alternatives. Its manufactured products are distributed to Odd Burger restaurant locations through its food service line and also sold at grocery retailers through its consumer-packaged goods (CPG) line. 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 that can be enjoyed at its restaurant locations or at home though its CPG line. Odd Burger is traded on the TSX Venture Exchange under the symbol ODD and on the OTCPK under the symbol ODDAF. We seek Safe Harbor.