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