Mr. James McInnes reports

ODD BURGER SIGNS LETTER OF INTENT TO OPEN 150 LOCATIONS IN INDIA AND SINGAPORE AND PROVIDES CORPORATE UPDATE

Odd Burger Corp. has signed a non-binding letter of intent (LOI) with 14728696 Canada Inc. (operating as Earthlings Canada Inc.) to open 145 locations in India and five locations in Singapore over a period of 10 years.

The developer group is led by Utsang Desai, an experienced quick-service restaurant developer and an Odd Burger board member. In addition to its Canadian operations, the group has a local presence in the Indian and Singaporean markets, which are 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," said James McInnes, chief executive officer 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 know-how 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," said Mr. 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-per-cent split of all royalties and franchise fees collected in the territory with Odd Burger, as well as a 2.5-per-cent contribution to the Odd Burger advertising fund. The definitive agreement is expected to close on or before May 31, 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 Southeast Asian countries, including Australia and New Zealand.

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 Corp. to act as its exclusive adviser to sell six corporate-owned Odd Burger locations to franchise operators. Odd Burger is expected to realize net proceeds of $1.5-million in cash from the sale, after commissions.

Starke 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 to Starke 1.8 million stock options at a price of 15 cents, which will vest in tranches of 300,000 options as each location is sold. Starke 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.

Issuance of stock options to the board of directors

Odd Burger has issued 150,000 stock options at a price of 15 cents to all Odd Burger board members and its corporate secretary, Trevor Wong-Chor. The board of directors comprises James McInnes (chairman), Vasiliki McInnes, Edward Sehl, Michael Fricker, Utsang Desai, Francois Arbour and Marc Goodman. The stock options shall vest in one-third increments on each of the 12-month, 24-month and 36-month anniversaries of grant.

Officers of the company comprise James McInnes (president and chief executive officer), Mr. Sehl (chief financial officer), Vasiliki McInnes (chief operating officer) and Mr. 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 per cent of the issued and outstanding voting securities of the company on a non-diluted basis and 26.6 per cent 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 per cent of the issued and outstanding voting securities of the company on a non-diluted basis and 26.7 per cent 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 per cent of the issued and outstanding voting securities of the company on a non-diluted basis and 26.6 per cent 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 per cent of the issued and outstanding voting securities of the company on a non-diluted basis and 26.7 per cent 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 SEDAR.

Such participation is considered a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The related party transaction will be exempt from minority shareholder approval and formal valuation requirements, pursuant to the exemptions contained in sections 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 per cent of the company's market capitalization.

About Odd Burger Corp.

Odd Burger 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 technologies, competitive pricing, a vertically integrated supply chain and healthier ingredients, Odd Burger is revolutionizing the fast-food industry by creating guilt-free fast food.

We seek Safe Harbor.