ODD BURGER ANNOUNCES PRIVATE PLACEMENT OF UP TO CAD$1.5 MILLION OF CONVERTIBLE DEBENTURES

/NOT FOR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW/

LONDON, ON, June 2, 2023 /PRNewswire/ - Odd Burger Corporation (TSXV: ODD) (OTCQB: ODDAF) (FSE: IA9) ("Odd Burger" or the "Company") is pleased to announce that it intends to complete a proposed non-brokered private placement (the ‎‎"Offering") ‎up to 1,500 unsecured convertible debentures (the "Convertible Debentures") at a ‎price ‎of $1,000.00 per Convertible Debenture, for aggregate gross proceeds of up to ‎‎‎$1,500,000.00.

Each Convertible Debenture shall mature on the date which is 12 months from the closing of the ‎Offering (the "Maturity Date") and will be convertible into common shares of the Company ‎‎("Common Shares") at a ‎conversion price of $0.25 per Common Share (the ‎‎"Conversion Price"). The Convertible Debentures will accrue interest from the closing date at a rate of 10% per annum which shall be payable on the Maturity Date.

The Company may force the conversion of the Convertible Debentures in the event (i) the volume ‎weighted average price of the ‎Common Shares on the TSX Venture Exchange (the "TSXV") is ‎greater ‎‎than $0.50 for any twenty (20) ‎consecutive trading days‎, and (ii) the ‎Company is current with its securities and TSXV filing requirements. The Offering is non-brokered but the Company may pay a cash commission of 7% on funds brought in.

The approval of the Offering will be subject to acceptance by the TSX Venture Exchange. The net proceeds of the Offering will be used by the Company to continue to grow its franchise operations in Canada, the US and overseas, expand distribution of the ‎Company's manufactured food products and for general working capital purposes.‎

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.

Certain statements contained in this press release may constitute "forward-looking information" ‎as such term is defined in applicable Canadian securities legislation. The words "may", "would", ‎‎"could", "should", "potential", "will", "seek", "intend", "plan", "anticipate", "believe", "estimate", ‎‎"expect" and similar expressions as they relate to the Company, including: statements with ‎respect to the Offering; the Company's use of the net proceeds of the Offering; and the receipt of all approvals of the ‎TSXV in connection therewith; are intended to identify forward-looking information. All statements ‎other than statements of historical fact may be forward-looking information. Such statements ‎reflect the Company's current views and intentions with respect to future events, and current ‎information available to the Company, and are subject to certain risks, uncertainties and ‎assumptions. Material factors or assumptions were applied in providing forward-looking ‎information. Many factors could cause the actual results, performance or achievements that may ‎be expressed or implied by such forward-looking information to vary from those described herein ‎should one or more of these risks or uncertainties materialize. These factors include, without ‎limitation: changes in law; the ability to implement business strategies and pursue business ‎opportunities; state of the capital markets; the availability of funds and resources to pursue ‎operations; a novel business model; dependence on key suppliers and local partners; ‎competition; the outcome and cost of any litigation; the general impact of COVID-19 pandemic, ‎as well as general economic, market and business conditions, as well as those risk factors ‎discussed or referred to in disclosure documents filed by the Company with the securities ‎regulatory authorities in certain provinces of Canada and available at www.sedar.com . Should ‎any factor affect the Company in an unexpected manner, or should assumptions underlying the ‎forward-looking information prove incorrect, the actual results or events may differ materially from ‎the results or events predicted. Any such forward-looking information is expressly qualified in its ‎entirety by this cautionary statement. Moreover, the Company does not assume responsibility for ‎the accuracy or completeness of such forward-looking information. The forward-looking ‎information included in this press release is made as of the date of this press release and the ‎Company undertakes no obligation to publicly update or revise any forward-looking information, ‎other than as required by applicable law.‎

Neither 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 release.‎

SOURCE Odd Burger Corporation