LONDON,
ON, May 10, 2023 /CNW/ - Odd Burger
Corporation ("Odd Burger" or the "Company") (TSXV: ODD) (OTCBQ:
ODDAF) (FSE: IA9) is pleased to announce it has signed a
non-binding letter of intent ("LOI") with 14728696 Canada
Inc. o/a Earthlings Canada Inc. (the "Developer") to open
145 locations in India and 5
locations in Singapore over a
period of 10 years.
The Developer group is led by Utsang Desai, a director of the
Company, and an experienced QSR developer and Odd Burger board
member. In addition to its Canadian operations, the group has a
local presence in the Indian/Singapore market, which is expected to
accelerate Odd Burger's growth in those regions. The group plans on
opening a corporate flagship location in Mumbai, India by the end of 2023, which will
serve as a model store for the territory.
"The growth opportunity in the Indian market is significant,"
says James McInnes, CEO and
Co-Founder of Odd Burger. "It is estimated that there are 574
million people that follow a meat-free diet in India, with 126 million of those adhering to a
vegan diet. The local connections and knowhow gained through our
partnership with the Developer group will help us service this
large and growing market."
"We expect there to be tremendous excitement when we launch Odd
Burger in the Indian market," says Utsang Desai. "The market is
craving an industry-leading brand like Odd Burger to provide a
vision for a sustainable future and to make plant-based eating more
accessible."
The terms of the agreement include a 50% split of all royalties
and franchise fees collected in the territory with Odd Burger, as
well as a 2.5% contribution to the Odd Burger advertising fund. The
definitive agreement is expected to close on or before May 31st, 2023, upon which the
Developer is expected to acquire the Master Franchise rights to
both India and Singapore as well as the right of first
refusal to purchase additional territories in other South-East
Asian countries including Australia and New
Zealand.
For information about franchise operations in India, please contact:
Utsang Desai at utsang@oddburger.com
Corporate Store Transition to
Franchise Operators
Odd Burger has started the process of transitioning its
corporately owned restaurant locations to franchise operators. This
transition will allow the Company to focus on growth through
strategic acquisitions and continuing to expand its franchise
model. Odd Burger has signed a Consulting Agreement with Starke
Corporation to act as its exclusive advisor to sell 6
corporate-owned Odd Burger locations to franchise operators. Odd
Burger is expected to realize net proceeds of CAD $1.5M in cash from the sale, after
commissions.
Starke Corporation currently holds the Odd Burger franchise
development rights for Ontario and
has a vested interest in finding qualified and driven franchisees
to take over the Company's corporate-owned locations. In connection
with the Consulting Agreement, Odd Burger will issue Starke
Corporation 1,800,000 stock options at a price of $0.15, which will vest in tranches of 300,000
options as each location is sold. Starke Corporation will have 18
months to complete the sale, whereon any unexecuted options will
expire, and unsold locations will continue to be operated by Odd
Burger. Odd Burger has corporate-owned locations in London, Hamilton, Waterloo, Vaughan, Toronto and Whitby.
For information about purchasing a location, please contact:
Prashant Dalal at
pdalal@oddburger.com
Issuance of Stock Options to the
Board of Directors
Odd Burger is pleased to announce that it has issued 150,000
stock options at a price of $0.15 to
all Odd Burger board members and its corporate secretary,
Trevor Wong-Chor. The board of
directors is comprised of James
McInnes (Chairman), Vasiliki
McInnes, Edward (Ted) Sehl,
Michael Fricker, Utsang Desai,
Francois Arbour and Marc Goodman. The stock options shall vest in
1/3 increments on each of the 12, 24 and 36 month anniversaries of
grant.
Officers of the company are comprised of James
McInnes (President and CEO), Ted
Sehl (CFO), Vasiliki McInnes (COO) and Trevor
Wong-Chor (Corporate Secretary).
Required Early Warning Disclosure
and Related Party Considerations
Immediately prior to the issuance of stock options, James McInnes owned and exercised control over
an aggregate of 22,417,857 common shares, 1,699,479 stock
options and 892,857 warrants, representing an interest of
approximately 24.5% of the issued and outstanding voting
securities of the Company on a non-diluted basis and 26.6% of
the issued and outstanding securities of the Company assuming
conversion of the options and exercise of the warrants.
As a result of the Offering, James
McInnes will own and exercise control over an aggregate of
22,417,857 common shares, 1,849,479 stock options and 892,857
warrants representing approximately 24.5% of the issued and
outstanding voting securities of the Company on a non-diluted
basis and 26.7% of the issued and outstanding securities of the
Company, assuming conversion of the options and exercise of the
warrants.
Immediately prior to the issuance of stock options, Vasiliki McInnes owned and exercised control
over an aggregate of 22,417,857 common shares, 1,699,479
stock options and 892,857 warrants, representing an interest of
approximately 24.5% of the issued and outstanding voting
securities of the Company on a non-diluted basis and 26.6% of
the issued and outstanding securities of the Company assuming
conversion of the options and exercise of the warrants.
As a result of the Offering, Vasiliki
McInnes will own and exercise control over an aggregate of
22,417,857 common shares, 1,849,479 stock options and 892,857
warrants representing approximately 24.5% of the issued and
outstanding voting securities of the Company on a non-diluted
basis and 26.7% of the issued and outstanding securities of the
Company, assuming conversion of the options and exercise of the
warrants.
James McInnes and Vasiliki McInnes acquired the stock options for
investment purposes only and intend to review their 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
www.SEDAR.com.
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
nor the consideration to be paid by insiders will exceed 25% of the
Company's market capitalization.
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 proprietary line of
plant-based protein and dairy alternatives to its locations. 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 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 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 statements
relating to future restaurant openings, our India and Singapore prospects and growth opportunities,
potential franchises and franchisees, the sale of stores, net
proceeds from the sale of franchises, demand for our products and
other similar statements. Forward-looking information is based on
several 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
continued strong demand for the Company's products, the
availability of sufficient financing on reasonable terms to fund
the Company's capital requirements and the ability to obtain
necessary equipment, production inputs and labour. 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, negative cash flow and future financing
requirements to sustain and grow operations, limited history of
operations and revenues and no history of earnings or dividends,
expansion of facilities, competition, availability of raw
materials, dependence on senior management and key personnel,
general business risk and liability, regulation of the food
industry, change in laws, regulations and guidelines, compliance
with laws, unfavourable publicity or consumer perception, product
liability and product recalls, risks related to intellectual
property, difficulties with forecasts, management of growth and
litigation, as well as the impact of, uncertainties and risks
associated with the ongoing COVID-19 pandemic, many of which are
beyond the control of the Company. For a more comprehensive
discussion of the risks faced by the Company, please refer to the
Company's Annual Information Form 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.
Non-GAAP Measures
This news release may refer to certain non-GAAP measures. These
measures are not recognized measures under IFRS, do not have a
standardized meaning prescribed by IFRS, and are therefore unlikely
to be comparable to similar measures presented by other companies.
Rather, these measures are provided as additional information to
complement those IFRS measures by providing further understanding
of our results of operations from management's perspective.
Accordingly, these measures should not be considered in isolation
nor as a substitute for analysis of our financial information
reported under IFRS. 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