Odd Burger Corporation – s. 1(11)(b)

Headnote

Subsection 1(11)(b) -- Order that the issuer is a reporting issuer for the purposes of Ontario securities law -- Issuer is already a reporting issuer in British Columbia and Alberta -- Issuer's securities listed for trading on the TSX Venture Exchange -- Continuous disclosure requirements in British Columbia and Alberta are substantially the same as those in Ontario -- Issuer has a significant connection to Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b).

IN THE MATTER OF THE SECURITIES ACT R.S.O. 1990, c.S.5, AS AMENDED (the Act) AND IN THE MATTER OF ODD BURGER CORPORATION (the Applicant)

ORDER Paragraph 1(11)(b)

UPON the application of Odd Burger Corporation (the Applicant) to the Ontario Securities Commission (the Commission) for a designation order pursuant to clause 1(11)(b) of the Act that, for the purposes of Ontario securities law, the Applicant is a reporting issuer in Ontario;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON the Applicant having represented to the Commission as follows:

1. The Applicant is a company governed by the Business Corporations Act (British Columbia).

2. The Applicant's head office is located at 505 Consortium Court, London, Ontario, N6E 2S8.

3. The authorized capital of the Applicant consists of an unlimited number of common shares and an unlimited number of preferred shares, which are issuable in series. As of the date of hereof, 91,419,417 common shares are issued and outstanding.

4. The Applicant is a reporting issuer in British Columbia and in Alberta.

5. The Applicant has been a "reporting issuer" under the Securities Act (British Columbia), under the Securities Act (Alberta) since January 27, 2016.

6. The Applicant continues to be a reporting issuer in British Columbia and Alberta.

7. The Applicant's principal regulator is the British Columbia Securities Commission. The Commission will be the principal regulator of the Applicant once it has obtained reporting issuer status in Ontario. Upon granting of this Order, the Applicant will amend its profile on the System for Electronic Document Analysis and Retrieval (SEDAR) to indicate that the Commission is its principal regulator.

8. The Applicant is not on the lists of defaulting reporting issuers maintained by the British Columbia Securities Commission and the Alberta Securities Commission.

9. The Applicant's common shares were listed on the TSX Venture Exchange (the Exchange) on April 5, 2016, under the symbol "ODD", and are not currently listed on any other exchange.

10. The common shares of the Applicant are not intended to be listed or posted for trading on any other stock exchange or marketplace in Canada, other than the Exchange.

11. The continuous disclosure materials filed by the Applicant under the Securities Act (Alberta) and the Securities Act (British Columbia) are available on the System for Electronic Document Analysis and Retrieval.

12. The continuous disclosure requirements under the applicable securities legislation in the provinces of Alberta and British Columbia are substantially the same as the requirements under the Act.

13. The Applicant is not in default of any requirements of the securities laws of British Columbia, Alberta or under any of the rules, regulations or policies of the Exchange.

14. Pursuant to the policies of the TSXV, a listed-issuer, which is not otherwise a reporting issuer in Ontario, must assess on an annual basis whether it has a "Significant Connection to Ontario" (as defined in the policies of the Exchange) and, upon becoming aware that it has a significant connection to Ontario, promptly make a bona fide application to the Commission to be deemed a reporting issuer in Ontario.

15. The Applicant has determined that it has a "Significant Connection to Ontario".

16. Neither the Applicant nor any of its officers, directors or any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, has:

a) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority;

b) entered into a settlement agreement with a Canadian securities regulatory authority; or

c) been the subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

17. Neither the Applicant nor any of its officers, directors or any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has been subject to:

a) any known or ongoing or concluded investigations by:

(i) a Canadian securities regulatory authority; or

(ii) a court or regulatory body, other than the Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or

b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

18. Neither any of the officers or directors of the Applicant nor any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has been at the time of such event an officer or director of any other issuer which is or has been subject to:

a) any cease trade order or similar order, or order that denied access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the preceding 10 years; or

b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

AND UPON the Commission being satisfied that granting this Order would not be prejudicial to the public interest;

IT IS ORDERED pursuant to clause 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law.

DATED at Toronto, Ontario on this 10th day of March 2023

"Marie-France Bourret"

Manager, Corporate Finance

Ontario Securities Commission

OSC File #: 2022/0118