Odd Burger Announces ‎Delay in Filing of Annual Filings and Applies for Extension

LONDON, ON, Jan. 15, 2024 /CNW/ - Odd Burger Corporation ("Odd Burger" or the "Company") (TSXV: ODD) (OTCQB: ODDAF) (FSE: IA9) announces that as a result of delays in the completion of its audit, the Company will be unable to meet the filing deadline of January 29, 2024, for filing of the following continuous disclosure documents (collectively, the "Annual Filings"):

• the Company's Annual Audited Financial Statements for the year ended September 30, 2023, ‎as required by section 4.2 of National Instrument 51-102 - Continuous Disclosure ‎‎Obligations ("NI 51-102");‎
• the Company's Management Discussion & Analysis for the year ended September 30, 2023, ‎as required by section 5.1(2) of NI 51-102; and
• the certification of the annual filings for the year ended September 30, 2023.

The delay is a result of the resignation of Ted Sehl as Chief Financial Officer of the Company due to medical reasons as announced on January 5, 2024. MNP LLP ("MNP"), the Company's auditors, have recently advised the Company that, due to the cessation of duties by Mr. Sehl‎, it may be unable to complete its audit of the ‎annual financial statements by January 29, 2024.‎ The Company expects that MNP will be in a position to complete the audit by February 29, 2024, ‎with the Annual Filings to be completed as soon as possible ‎thereafter.‎

In response to the Annual Filings delay, the Company has applied to the Ontario Securities Commission for a management cease trade order ("MCTO") under National Policy 12-203 – Management Cease Trade Orders ("NP 12-203") that will prohibit the management of the Company from trading in the securities of the Company until such time as the Annual Filings are filed. No decision has yet been made by the Ontario Securities Commission on this application. The Ontario Securities Commission may grant the application and issue the MCTO or it may impose an issuer cease trade order if the Annual Filings are not filed in a timely fashion.

The Company continues to work to complete the Company's annual financial statements, and expects to file the Annual Filings by March 29, 2024, and will issue a news release once the Annual Filings have been filed. Odd Burger has made all efforts and allocated all available resources to the preparation, completion and filing of the Annual Filings. The Company's auditors haven also made significant efforts to complete its audit of the annual financial statements. Until the Company files the Annual Filings, it will comply with the alternative information guidelines set out in NP 12-203. The guidelines, among other things, require the Company to issue bi-weekly default status reports, in the form of news releases, for so long as the Annual Filings have not been filed.

Until the ‎Company has filed the Annual Filings, members of the Company's management and other insiders are subject to an insider trading black-out policy as per its internal Insider Trading Policy that is consistent with the principles in Section 9 of National Policy 11-207 - Failure-to-File ‎Cease Trade Orders and Revocations in Multiple Jurisdictions. The Company confirms that, other than as disclosed in prior press releases and material change reports, there have been no material business developments since the filing on August 29, 2023 of the Company's ‎interim financial reports for the period ended June 30, 2023‎. There are no insolvency proceedings involving the Company.

About Odd Burger Corporation 

Odd Burger Corporation 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 foodservice 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 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.

Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable Canadian ‎securities legislation. All statements, other than statements of historical fact, included herein are forward-‎looking information. In particular, this news release contains forward-looking information regarding: the ‎filing of the Annual Filings, including the timing for the filing of the Annual Filings; and the application for a ‎MCTO in respect of Odd Burger. ‎There can be no assurance that such forward-looking information will prove to be ‎accurate, and actual results and future events could differ materially from those anticipated in such ‎forward-looking information. This forward-looking information reflects Odd Burger's current beliefs and is based on ‎information currently available to Odd Burger and on assumptions Odd Burger believes are reasonable. These ‎assumptions include, but are not limited to: the ability of Odd Burger to complete the Annual Filings in the noted ‎timeframe; the Management Cease Trade Order application process and the applicability of that process ‎to Odd Burger. Forward-looking information is subject to known and unknown risks, uncertainties and other factors ‎that may cause the actual results, level of activity, performance or achievements of Odd Burger to be materially ‎different from those expressed or implied by such forward-looking information. Such risks and other ‎factors may include, but are not limited to: general business, economic, competitive, political and social ‎uncertainties; general capital market conditions and market prices for securities; delay or failure to receive ‎board or regulatory approvals; the actual results of future operations; competition; changes in legislation ‎‎affecting Odd Burger; the timing and availability of external financing on acceptable terms; long-term capital ‎requirements and future developments in the Company's markets and the markets in which it expects to ‎compete;‎ lack of qualified, skilled labour or loss of key individuals. A description of additional risk factors ‎that may cause actual results to differ materially from forward-looking information can be found in Odd Burger's ‎disclosure documents on the SEDAR+ website at www.sedarplus.com. Although Odd Burger has attempted to identify ‎important factors that could cause actual results to differ materially from those contained in forward-‎looking information, there may be other factors that cause results not to be as anticipated, estimated or ‎intended. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further ‎cautioned not to place undue reliance on forward-looking information as there can be no assurance that ‎the plans, intentions or expectations upon which they are placed will occur. Forward-looking information ‎contained in this news release is expressly qualified by this cautionary statement. The forward-looking ‎information contained in this news release represents the expectations of Odd Burger as of the date of this news ‎release and, accordingly, is subject to change after such date. However, Odd Burger expressly disclaims any ‎intention or obligation to update or revise any forward-looking information, whether as a result of new ‎information, future events or otherwise, except as expressly required by applicable securities law.‎

The TSX Venture Exchange has neither approved nor disapproved the contents of this news release. 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 news release.

SOURCE Odd Burger Corporation

For investor inquiries, please reach out to Odd Burger investor relations at: [email protected]