Odd Burger Corporation

UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2024 AND 2023

(In Canadian Dollars)

(Unaudited)

MANAGEMENT'S COMMENTS ON UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTICE OF NO AUDITOR REVIEW OF INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if an auditor has not performed a review of the interim consolidated financial statements; they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor. The accompanying unaudited condensed consolidated interim financial statements of Odd Burger Corporation (the "Company") have been prepared by and are the responsibility of the Company's management. The unaudited condensed consolidated interim financial statements are prepared in accordance with accounting principles generally accepted in Canada (these statements are prepared under International Financial Reporting Standards (IFRS)) and reflect management's best estimates and judgment based on information currently available. The Company's independent auditor has not performed a review of these financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity's auditor.

The accompanying notes are an integral part of these consolidated financial statements.

Unaudited Condensed Interim Consolidated Statements of Financial Position ... 3
Unaudited Condensed Interim Consolidated Statements of Loss and Comprehensive Loss ... 4
Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Deficit ... 5
Unaudited Condensed Interim Consolidated Statements of Cash Flows ... 6
Notes to the Unaudited Condensed Interim Consolidated Financial Statements ... 7–41

Odd Burger Corporation

Unaudited Condensed Consolidated Statements of Financial Position

As at December 31, 2024 and September 30, 2023

(Expressed in Canadian dollars except for per share amounts)

	Note	(Unaudited) December 31, 2024	September 30, 2024
ASSETS
Cash		$ 7,192	$ 61,473
Accounts receivable and other receivables	5	485,955	228,358
Inventory	6	162,651	190,816
Prepaid expenses and deposits	7	8,675	8,675
Lease Receivable, current	9	24,803	25,282
Current portion of deferred charges	8	13,578	13,578
Total Current Assets		$ 702,854	$ 990,459
Lease receivable	9	1,145,741	1,180,559
Note receivable	10	58,419	58,419
Prepaid expenses and deposits	7	83,136	83,136
Deferred charges	8	94,860	98,254
Property and equipment, net	11	1,029,604	1,102,547
Right-of-use asset, net	12	697,746	747,112
Total Assets		$ 3,812,360	$ 3,798,209
LIABILITIES
Accounts payable and accrued liabilities	13	$ 3,428,885	$ 3,416,634
Customer deposits	14	252,500	290,000
Current portion of deferred revenue	15	80,469	74,780
Current portion of loans payable	16	501,390	508,539
Current portion of lease liabilities	17	352,679	380,085
Total Current Liabilities		$ 4,615,923	$ 4,670,038
Deferred revenue	15	425,199	460,199
Lease liabilities	17	2,005,014	2,068,544
Loans payable	16	63,634	67,267
Total Liabilities		$ 7,109,770	$ 7,266,048
SHAREHOLDERS' EQUITY (DEFICIT)
Share capital	18	$ 14,197,362	$ 13,917,257
Contributed surplus	19	2,324,777	2,161,977
Deficit		(19,819,549)	(19,547,073)
Total Shareholders' Deficit		$ (3,297,410)	$ (3,467,839)
Total Liabilities and Shareholders' Deficit		$ 3,812,360	$ 3,798,209

Nature of operations (Note 1)

Commitments and contingencies (Note 20)

Subsequent events (Note 29)

Approved by the Board of Directors:

"James McInnes"

Director (Signed)

"Michael Fricker"

Director (Signed)

The accompanying notes are an integral part of these consolidated financial statements.

Odd Burger Corporation

Unaudited Condensed Interim Consolidated Statements of Loss and Comprehensive Loss

For the three months ended December 31, 2024 and 2023

(Expressed in Canadian dollars except for per share amounts)

	Note	(Unaudited) Three months ended December 31, 2024	(Unaudited) Three months ended December 31, 2023
REVENUE
Food sales	24	$ 626,253	$ 702,757
Franchise revenue	24	101,041	31,616
TOTAL REVENUE		$ 727,294	$ 734,373
Cost of goods sold	25	461,356	489,583
GROSS MARGIN		$ 265,938	$ 244,790
OPERATING EXPENSES
Selling, General and Administrative expenses	25	$ 359,159	$ 75,794
Salaries and Wages		149,476	278,430
Professional Fees		43,211	122,107
Interest expense		15,946	89,842
TOTAL OPERATING EXPENSES		$ 567,792	$ 566,173
LOSS FROM OPERATIONS		$ (301,854)	$ (321,383)
OTHER ITEMS
Other income and expenses	26	$ (12,769)	$ 2,056
Finance income on lease receivables		42,147	43,519
NET LOSS AND COMPREHENSIVE LOSS		$ (272,476)	$ (275,808)
Loss Per Share
Basic and Diluted		$ (0.003)	$ (0.003)
Weighted average number of common shares outstanding
- Basic and Diluted		92,731,808	91,419,417

The accompanying notes are an integral part of these consolidated financial statements.

Odd Burger Corporation

Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders' Equity (Deficit)

For the three months ended December 30, 2024 and 2023

(Expressed in Canadian dollars except for per share amounts)

	Note	Number of Shares	Share Capital	Shares to be issued	Contributed Surplus	Deficit	Total
Balance September 30, 2023		91,419,417	$ 13,731,204	$ -	$ 1,894,815	$ (17,419,073)	$ (1,793,054)
Stock based compensation expense net of reversal	19	-	-	-	(15,182)	-	(15,182)
Net loss and comprehensive loss for the year		-	-	-	-	(275,808)	(275,808)
Unaudited Balance December 31, 2023		91,419,417	$ 13,731,204	$ -	$ 1,894,815	$ (17,419,073)	$ (2,084,044)
Balance September 30, 2024		92,694,417	$ 13,917,257	-	$ 2,161,977	$ (19,547,073)	$ (3,467,839)
Issuances of Private Placement	18,19	1,720,000	280,105	-	144,784	-	424,889
Stock based compensation expense	19	-	-	-	18,016	-	18,016
Net loss and comprehensive loss for the year		-	-	-	-	(272,476)	(272,476)
Unaudited Balance December 31, 2024		94,414,417	$ 14,197,362	$ -	$ 2,324,777	$ (19,819,549)	$ (3,297,410)

Unaudited Condensed Interim Consolidated Statements of Cash Flow

For the three months ended December 31, 2024 and 2023

(Expressed in Canadian dollars except for per share amounts)

	Note	Unaudited Three months ended December 31, 2024	Unaudited Three months ended December 31, 2023
OPERATING ACTIVITIES
Net loss and comprehensive loss for the year		$ (272,476)	$ (275,808)
Adjustments
Depreciation expense	11,12	122,309	145,786
Inventory impairment		-	1,307
Interest accretion on lease liabilities	17	66,425	86,998
Interest accretion on loans	16	(4,668)	4,189
Finance income on lease receivables	9	(42,147)	(43,519)
Interest on note receivable	10	-	(1,396)
Share based compensation expense	19	18,016	(15,182)
Bad debt expense	9	16,317	3,114
Bad debt reversal		-	(257,534)
Gain on lease remeasurements		-	-
		$ (96,225)	$ (352,045)
Changes in non-cash working capital	27	(280,598)	(89,556)
Cash flows used in operating activities		$ (376,823)	$ (441,601)
INVESTING ACTIVITIES
Purchase of property and equipment	11	-	(1,200)
Proceeds from disposal group	11	-	266,101
Collection of lease receivable		61,127	24,977
Net cash provided by (used in) investing activities		$ 61,127	$ 289,879
FINANCING ACTIVITIES
Payments of lease liabilities	17	(157,360)	(148,800)
Repayment of loans payable	16	(6,114)	(15,532)
Proceeds from loans payable, net	16	-	250,000
Proceeds from issuance of common shares and warrants for cash, net	18	424,889	-
Net cash provided by financing activities		$ 261,415	$ 85,668
Increase (decrease) in cash		$ (54,281)	$ (66,054)
Cash, beginning of year		61,473	120,505
Cash, end of year		$ 7,192	$ 54,451
Supplemental disclosure
Cash interest paid (received), net		$ 19,736	$ 61,644
Cash taxes paid (received)		-	-

The accompanying notes are an integral part of these consolidated financial statements.

Odd Burger Corporation
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three months ended December 31, 2024 and 2023
(Expressed in Canadian dollars except for per share amounts)

1. Nature of Operations

Odd Burger Corporation, ("Odd Burger" or the "Company") was incorporated under the Canada Business Corporations Act (British Columbia) on January 20, 2015. On April 13, 2021, the Company completed a transaction with 2204901 Ontario Inc. (operating as Globally Local) ("GL"), a private company continued under the Business Corporations Act (Ontario), which constituted a reverse takeover by GL and changed its name to "Globally Local Technologies Inc.". Because GL is considered to be the acquirer, these consolidated financial statements are a continuation of the financial statements of GL adjusted to reflect the legal capital of the Company. On April 16, 2021, the Company commenced trading on the TSX Venture Exchange ("TSXV") under the symbol "GBLY". Subsequently, on June 16, 2021, Globally Local Technologies Inc. changed its name and rebranded as Odd Burger Corporation. With the subsequent name change, the Company now trades under the symbol "ODD." The Company's registered office is located at 505 Consortium Court, London, ON, N6E 2S8. References herein to "Odd Burger" or the "Company" refer to Odd Burger Corporation and its subsidiaries, unless specifically noted otherwise.

Odd Burger is a plant-based food technology company that manufactures and distributes industry-leading plant-based protein and dairy alternatives using locally sourced and sustainable ingredients. The Company distributes its products through a proprietary food service line to Company-owned and franchised fast-food restaurants. Its locations 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. The Company operates with small store footprints optimized for delivery and takeout, advanced cooking technology, competitive pricing, and a vertically integrated supply chain.

Basis of measurement and going concern

These consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to realize its assets and satisfy its liabilities in the normal course of business for the foreseeable future. As at December 31, 2024, the Company had an accumulated deficit of $19,819,549 (September 30, 2024 - $19,547,073). The Company had also incurred negative operating cash flows of $376,823 (2023 - $441,601) and a net loss in the amount of $272,476 for the three months ended December 31, 2024 ($275,808 for the three months ended December 31, 2023). Management is aware, in making its going concern assessment, of recurring losses and on-going negative cash flow that may cast significant doubt on the Company's ability to continue as a going concern.

The continued operations of the Company are dependent on future profitable operations, management's ability to manage costs, and the future availability of equity or debt financing. Whether and when the Company can generate sufficient operating cash flows to pay for its expenditures and settle its obligations as they fall due is uncertain. These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications that would be necessary were the going concern assumption inappropriate. These adjustments could be material.

These unaudited condensed interim consolidated financial statements were approved by the Company's Board of Directors on February 27, 2025.

2. Material Accounting Policies

Basis of preparation

These unaudited condensed interim consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board (IASB) and should be read

in conjunction with the Company’s consolidated financial statements as at and for the year ended September 30, 2024 (“last annual financial statements”) They do not include all the information and disclosures required for a complete set of financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”). However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Company’s financial position and performance since the last annual financial statements.

Basis of presentation and consolidation

These unaudited condensed interim consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Transactions and balances between the Company and its consolidated entities have been eliminated on consolidation. The principal wholly owned subsidiaries of the Company that have been consolidated are as follows:

Name of Entity	Incorporation Date
Odd Burger Ltd.	Amalgamated April 13, 2021
Odd Burger Franchise Inc.	May 31, 2019
Odd Burger Franchise (US) Inc.	April 7, 2022
Preposterous Foods Inc.	February 26, 2018
Globally Local Real Estate Inc.	November 9, 2020
Odd Burger Restaurants Inc.	November 23, 2020

These unaudited condensed interim unaudited condensed interim consolidated financial statements have been prepared on an accrual basis and are based on historical costs, modified where applicable. The presentation and functional currency of the Company is the Canadian dollar. In the opinion of the Company’s management, all adjustments considered necessary for a fair presentation have been included.

Basis of consolidation

The unaudited condensed interim consolidated financial statements include the accounts of the Company and other entities that the Company controls. Control exists when the Company is exposed to or has the rights to variable returns from its involvement in the entity and has the ability to direct the activities that significantly affect the entities returns through its power over the entity. The Company reassesses control at each reporting date.

Summary of material accounting policies

The material accounting policies set out below have been applied consistently to all years presented in these unaudited condensed interim consolidated financial statements.

Revenue recognition

The Company’s accounting policy for revenue recognition under IFRS 15, Revenue from Contracts with Customers, follows a five-step model to determine the amount and timing of revenues to be recognized:

Identifying the contract with customers;
Identifying the performance obligations within the contract;
Determining the transaction price;
Allocating the transaction price to the performance obligations(s); and
Recognizing revenue when/as performance obligation(s) are satisfied.

The Company derives revenue from food service activities. These activities consist primarily of food and beverage sales, the manufacturing of food products sold through wholesale channels to franchised restaurants and other foodservice operations, and franchise revenues earned as part of the Franchise licensing agreements between the Company and its franchisees.

Under IFRS 15, revenue is recognized when a customer obtains control of the goods or services. A receivable is recognized when the goods have been transferred to the customer and the Company has a right to an amount of consideration that is unconditional.

The performance obligation for food sales is satisfied at a point in time when the customer obtains control of the goods or services. For restaurant food and food processing sales, this is when the food is delivered to the customer. Franchise fees are recognized when the Company is party to a contract with commercial substance and it is probable that the Company will collect the consideration to which it is entitled. Franchise fees are comprised of amounts received for pre-opening support services and the Company's licensing of its franchise rights over the term of the respective franchise agreement. Pre-opening support services include assistance in the development of the restaurant. The performance obligation for pre-opening support services is satisfied at a point in time when the franchised restaurant opens for operations. Franchise fees related to licensing of the Company's franchise rights are recognized over the term of the franchise agreements. Royalty revenues are based on a percentage of weekly sales and represent variable consideration for licensing of the Company's franchise rights. Royalty revenues are recognized as the underlying sales occur. Payment is due within seven days of the underlying sale.

Deferred revenue represents the franchise fee received from the franchisee for which performance obligations have not yet been satisfied and the balance of gift cards outstanding.

The Company does not have any contracts where the period between the transfer of promised goods or services to the customer and payment by the customer exceeds one year. Consequently, the Company does not adjust any of the transaction prices for the time value of money.

The Company incurs costs to obtain contracts in the form of sales commissions payable upon securing new franchisees. These costs represent contract assets and are deferred and recognized as expense over the term of the franchise agreement which is usually ten years. Costs such as legal fees incurred prior to the execution of the franchise agreement are expensed as incurred.

Advertising costs

Advertising and marketing costs are recorded as expenses in selling, general, and administrative costs as the services are provided.

The Company charges advertising fees as part of its franchise agreement. Franchisees are required to make weekly advertising fund contributions from the date the Franchised Business opens for business. The fee is a small percentage of gross sales. The marketing fund is used for advertising materials that promote the entire franchise's brand.

Cash

Cash in the consolidated statements of financial position is comprised of cash held at reputable financial institutions.

Odd Burger Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three months ended December 31, 2024 and 2023

(Expressed in Canadian dollars except for per share amounts)

Inventory

Inventory is recorded at the lower of cost (on the first in first out basis) or net realizable value and consists primarily of raw materials such as fresh fruit and vegetables, manufactured goods, ready to sell packs of beverages and snacks, and packaging. Raw material cost includes the purchase price, transport/handling costs and any import duties or other taxes. Manufactured goods include direct materials, labor and overhead.

The estimation of net realizable value is based on the most reliable evidence available of the amount inventories are expected to realize. Additionally, estimation is required for inventory provisions due to obsolescence.

Net realizable value is the expected difference between the selling price for the inventory less the costs to get the inventory into saleable form and to the customer. For inventory which has been written down to net realizable value, if subsequent assessments conclude that the circumstances causing the write down no longer exist, the write down is reversed.

Property and equipment

Property and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of replacing parts of the property and equipment. Likewise, when a major inspection is performed, its cost is recognized in the carrying value of the equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in the consolidated statement of loss and comprehensive loss as incurred.

Depreciation is calculated on a straight-line basis over the expected useful life of the asset as follows:

Furniture and equipment	5 years
Computer equipment	3 years
Leaseholds	Over term of the lease or useful life if shorter
Vehicles	3 years
Right-of-use assets	Over term of the lease or useful life if shorter

No depreciation is taken on assets under construction until the asset is available for use. An item of equipment is derecognized upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying value of the asset) is included in the consolidated statement of loss and comprehensive loss in the period the asset is derecognized.

The assets' useful lives are reviewed at each financial year end and adjusted prospectively if appropriate.

Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets – initial recognition and measurement

On initial recognition, the Company determines the classification of financial instruments as subsequently measured at amortized cost, fair value through other comprehensive income (FVOCI) and fair value through profit or loss (FVTPL).

The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Company's business model for managing them. In order for a financial asset to be classified and measured at amortized cost or FVOCI, it needs to give rise to cash flows that are 'solely payments of principal and interest (SPPI)' on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss unless the Company makes an irrevocable election at initial recognition for particular equity investments to present subsequent changes in fair value in other comprehensive income.

The Company's business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at amortized cost are held within a business model with the objective to hold financial assets in order to collect contractual cash flows while financial assets classified and measured at FVOCI are held within a business model with the objective of both holding to collect contractual cash flows and selling.

With the exception of trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient, the Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient are measured at the transaction price.

Financial assets – subsequent measurement

Financial assets at amortized cost are subsequently measured using the effective interest method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.

The Company's financial assets at amortized cost includes cash, trade and other receivables, note receivable, and lease receivable.

Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in net loss. Other net gains and losses are recognized in other comprehensive income. On derecognition, gains and losses accumulated in OCI are reclassified to net loss.

Equity investments designated on initial recognition as measured at FVOCI are subsequently measured at fair value. Dividends are recognized in net loss unless the dividend clearly represents a recovery of the cost of the investment. Other net gains and losses are recognized in OCI and are never reclassified to net loss.

Financial assets classified as FVTPL are subsequently measured at fair value. Net gains and losses, including any interest or dividend income are recognized in net loss.

Financial assets – derecognition

The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset have expired or when contractual rights to the cash flows have been transferred. Gains and losses from derecognition are recognized in the consolidated statement of loss and comprehensive loss.

Financial assets – impairment

The Company recognises an allowance for expected credit losses (ECLs) for its trade receivables and lease receivable. For trade receivables and lease receivables, the Company applies a simplified approach in calculating ECLs. Therefore, the Company does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Company has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

Financial liabilities – initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss (FVTPL), or financial liabilities at amortized cost (loans and borrowings including lease liabilities, deferred revenue, customer deposits, and trade and other payables).

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The Company’s financial liabilities include accounts payables and accrued liabilities, loans payable, deposit liabilities and lease liabilities. The Company has not designated any liability as at FVTPL.

Financial liabilities – subsequent measurement

After initial recognition, loans payable and lease liabilities are measured at amortized cost using the Effective Interest Rate (EIR) method. The EIR is a method of calculating the amortized cost of a financial liability and of allocating interest and any transactions costs over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts or payments through the expected life of the financial asset or liability to the net carrying amount on initial recognition. Amortized cost is the amount at which a financial asset or financial liability is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortization using the effective interest method of any difference between the that initial amount and the maturity amount.

Financial liabilities at FVTPL are measured subsequent to initial recognition at fair value and net gains and losses, including any interest expense are recognized in net loss.

Financial liabilities – derecognition

The Company derecognizes a financial liability when the obligation specified in the contract is discharged, canceled or expired. The difference between the carrying amount of the derecognized financial liability and the consideration paid or payable, including non-cash assets transferred or liabilities assumed, is recognised in the consolidated statement of loss and comprehensive loss.

Income taxes

The income tax provision is comprised of current and deferred income tax. Current income tax and deferred income tax are recognized in the consolidated statement of loss and comprehensive loss except to the extent that it relates to a business combination, or items recognized directly in equity or other comprehensive income.

Current income taxes are the expected tax payable or receivable on the Company's taxable income or loss for the period, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred income tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred income tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination, that affects neither accounting nor taxable earnings or loss and that at the time of the transaction, does not give rise to equal taxable and deductible temporary differences; and taxable temporary differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred income tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred income tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantially enacted by the reporting date. Deferred income tax assets and liabilities are offset if there is a legally enforceable right to offset current income tax assets and liabilities, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current income tax liabilities and assets on a net basis, or their income tax assets and liabilities will be realized simultaneously.

A deferred income tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable income will be available against which they can be utilized. Deferred income tax assets are reviewed at each reporting date and are reduced to the extent that it is probable that the related income tax benefit will be realized.

Government grants and loans

Government grants are not recognized until there is reasonable assurance that the Company will comply with the conditions attached to them and that the grant will be received. Government grants are recognized in the consolidated statements of loss and comprehensive loss on a systematic basis over the periods in which the Company recognizes as expenses the related costs for which the grants are intended to compensate.

The benefit of a government loan at a below-market rate of interest is treated as a government grant, measured as the difference between proceeds received and the fair value of the loan based on prevailing market interest rates. A forgivable loan from the government is treated as a government grant as long as there is reasonable assurance that the Company will meet the terms for forgiveness of the loan.

The Company adopted the income approach to recognize government grants in the consolidated statements of loss and comprehensive loss over one or more periods and presented them as other income in the consolidated statement of loss and comprehensive loss.

Loss per share

Basic loss per share is determined by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the respective period presented. Diluted loss per share is calculated

by dividing net loss attributable to common shareholders by the weighted average number of common shares that would have been outstanding during the respective periods had all dilutive potential common shares outstanding at period-end been converted into common shares at the beginning of the period and the proceeds used to repurchase the Company's common shares at the average market price for the period.

The Company had continuing losses and as such convertible securities are antidilutive and thus not included in the earnings per share calculations. As a result, basic and diluted loss per share is the same.

Segment information

The Company currently operates in a single operating segment: manufacturing innovative plant-based products through a sustainable, vertically integrated supply chain and serving its own plant-based products through fast-food restaurants owned by the Company or its franchisee. All of the Company's activities are conducted in North America.

The Company has identified its operating segment based on the financial information that is reviewed and used by executive management (collectively, the Chief Operating Decision Maker, or "CODM") in assessing performance and in determining the allocation of resources. The CODM considers the business from a single operating segment perspective and assesses the performance of the segment based on measures of profitability and loss as well as assets and liabilities.

As the operations comprise a single segment, amounts disclosed in the unaudited condensed interim consolidated financial statements also represent segment amounts.

Leases

The Company assesses at inception of a contract, whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset for a period of time, the Company assesses whether the customer has the following through the period of use:

the right to obtain substantially all of the economic benefits from use of the identified asset; and
the right to direct the use of the identified asset.

Where the Company is a lessee in a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components.

At the lease commencement date, the Company recognizes a right-of-use asset and a lease liability. The right-of-use asset is initially measured at cost. The cost of the right-of-use asset is comprised of the initial amount of the lease liability, any lease payments made at or before the commencement date less any lease incentives received, initial direct costs incurred by the Company, and an estimate of the costs to be incurred by the Company in dismantling and removing the underlying asset and restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.

After the commencement date, the Company measures all right-of-use assets by applying the cost model, whereby the right-of-use asset is measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liability. The right-of-use assets are depreciated using the straight-line method from the commencement date to the end of the lease term or the end of the useful life of the right-of-use asset. The estimated useful life of the right-of-use assets are determined on the same basis as those of property and equipment.

The determination of the depreciation period is dependent on whether the Company expects that the ownership of the underlying asset will transfer to the Company by the end of the lease term or if the cost of the right-of-use asset reflects that the Company will exercise a purchase option.

In some instances, the Company subleases its restaurant premise and equipment to franchisees. The Company, as sublessor, continues to account for the head lease. The right-of-use asset is de-recognized and the Company recognizes the sublease as a finance lease. If the lease cost for the term of the sublease exceeds the Company's anticipated sublease income for the same period, this indicates that the lease receivable associated with the head lease should be assessed for impairment under the long-lived asset impairment provisions. Sublease income is included in Finance income on lease receivable in the Company's Consolidated Statements of Loss and Comprehensive Loss.

The lease liability is initially measured at the present value of the lease payments not paid at the lease commencement date, discounted using the interest rate implicit in the lease or the Company's incremental borrowing rate if the interest rate implicit in the lease cannot be readily determined. The lease payments included in the measurement of the lease liability are comprised of fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or rate, amounts expected to be payable by the Company under a residual value guarantee, the exercise price of a purchase option that the Company is reasonably certain to exercise, and payment of penalties for terminating the lease if the lease term reflects the Company exercising an option to terminate the lease. After the commencement date, the Company measures the lease liability at amortized cost using the effective interest method.

The Company remeasures the lease liability when there is a change in the lease term, a change in the Company's assessment of an option to purchase the underlying asset, a change in the Company's estimate of amounts expected to be payable under a residual value guarantee, or a change in future lease payments resulting from a change in an index or a rate used to determine those payments. On remeasurement of the lease liability, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in the consolidated statements of loss and comprehensive loss if the carrying amount of the right-of-use asset has been reduced to zero.

Short-term leases and leases of low-value assets

The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

Share-based payments

The grant date fair value of share-based payment awards granted to employees is recognized as an employee expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognized as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value is measured to reflect such conditions and there is no true-up for difference between expected and actual outcomes.

The fair value of the options is measured at the grant date using the Black-Scholes option pricing model. The fair value is recognized as an expense over the vesting period, which is the period over which all of the specified vesting conditions are satisfied with a corresponding increase in equity. For awards with graded vesting, the fair value of

Odd Burger Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three months ended December 31, 2024 and 2023

(Expressed in Canadian dollars except for per share amounts)

each tranche is recognized over this respective vesting period. Non-market vesting conditions are considered in making assumptions about the number of awards that are expected to vest. When the options are exercised, any proceeds received are credited to share capital along with the amount reflected in contributed surplus.

3. Critical Accounting Judgements and Estimates

The preparation of the unaudited condensed interim consolidated financial statements requires management to make various judgments, estimates and assumptions in applying the Company's accounting policies that affect the reported amounts and disclosures made in the unaudited condensed interim consolidated financial statements and accompanying notes. These judgements and estimates are based on management's historical experience, knowledge of current events and conditions and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

Management has applied significant estimates and assumptions related to the following:

Accounts receivable

Management reviews amounts receivable at each consolidated statement of financial position date to determine whether the amounts due to the Company are recoverable. Management determines the recoverability of its amounts receivable balances by reviewing the aging of outstanding balances, payment history and the creditworthiness of its customers. The process of determining recoverability requires management to make estimates regarding expected future recovery of cash balances based on these inputs.

Estimated useful lives and depreciation of property and equipment

Depreciation of property and equipment is dependent upon estimates of useful lives based on management's judgment.

Impairment of non-financial assets

The Company reviews the carrying amounts of its non-financial assets, including property and equipment and right-of-use assets, when events or changes in circumstances indicate the assets may not be recoverable. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Impairment exists when the carrying value of an asset exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use. These calculations are based on available data, other observable inputs and projections of cash flows, all of which are subject to estimates and assumptions.

Cash Generating Unit

When assessing asset impairment, the Company reviews performance at each individual company-operated retail store, the Company's manufacturing operations and the overall performance of its franchisees. Each of these operations generate independent cash flows and are considered Cash Generating Units for purposes of IAS36.

Inventories

Inventories are valued at the lower of cost and net realizable value. There is judgement in determining the net realizable value. Net realizable value for inventories is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

Assets held for sale

Management exercises significant judgement in assessing whether a component qualifies for classification as discontinued operations. This determination involves evaluating the probability of the sale and the active pursuit of a plan to sell. The fair value less costs to sell is a key estimate used in measuring the assets and liabilities of discontinued operations. Any impairment losses recognized in connection with discontinued operations also involve significant management judgement. The classification of non-current assets as held for sale is based on management's judgement regarding the criteria outlined in IFRS 5.

Leases

The Company has entered into commercial property subleases on some of the restaurant locations. The Company has determined, based on an evaluation of the terms and conditions of the arrangements, such as the lease term not constituting a major part of the economic life of the commercial property and the present value of the minimum lease payments not amounting to substantially all of the fair value of the commercial property, that it retains substantially all the risks and rewards incidental to ownership of these properties and accounts for the contracts as operating leases.

In determining the carrying amount of the right-of-use asset or lease receivable and corresponding lease liabilities, assumptions include the non-cancellable term of the lease plus periods covered by an option to renew the leases and incremental borrowing rate. Renewal options are only included in the lease term if management is reasonably certain to renew. The Company is also required to estimate the incremental borrowing rate specific to each portfolio of leased assets with similar characteristics if the interest rate in the lease is not readily determined. The incremental borrowing rate reflects the interest rate the Company would have to pay to borrow the funds necessary to obtain a similar asset at a similar term, with a similar security, in a similar economic environment.

Management determines the incremental borrowing rate using the Government of Canada bond yield with an adjustment that reflects the Company's credit rating, security adjustment plus a risk premium over leases with similar terms.

Judgement is required in determining the commencement date of leases under IFRS 16. Management determines the commencement date of its right-of-use assets as the date in which the Company has possession of the leased assets.

Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the statement of financial position cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques or models. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions relating to these factors could affect the reported fair value of financial instruments.

Income and other taxes

The calculation of current and deferred Income taxes requires management to make certain judgements regarding the tax rules in jurisdictions where the Company performs activities. Application of judgements is required regarding classification of transactions and in assessing probable outcomes of claimed deductions including expectations of

future operating results, the timing and reversal of temporary differences, the likelihood of utilizing deferred tax assets and possible audits of income tax and other tax filings by the tax authorities.

Provisions and contingencies

Management reviews provisions at each consolidated statement of financial position date utilizing judgements to determine the probability that an outflow of economic benefit will result from the legal or constructive obligation and an estimate of the associated obligation. Due to the judgmental nature of these items, future settlements may differ from amounts recognized.

Share Based Payments

The Company uses the Black-Scholes option pricing model to determine the fair value of options in order to calculate stock-based compensation expense. The Black-Scholes model involves six key inputs to determine fair value of an option: risk-free interest rate, exercise price, market price at the date of issue, expected dividend yield, expected life, and expected volatility. Certain of the inputs are estimates that involve considerable judgment and are or could be affected by significant factors that are out of the Company's control.

The Company is also required to estimate the future forfeiture rate of options based on historical information in its calculation of stock-based compensation expense. Refer to Note 19 for further details.

Going Concern

Assessing the Company's ability to continue as a going concern required management to estimate future cash flows and other future events, the outcome of which is uncertain.

4. Future accounting pronouncements

Accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company's unaudited condensed interim consolidated financial statements.

Recent accounting pronouncements include Amendments to IAS 12, Income Taxes – Deferred Tax related to Assets and Liabilities arising from a Single Transaction, narrowing the scope for exemption when recognizing deferred taxes (January 1, 2023). The amendment is effective for periods beginning January 1, 2023 and it does not have an effect on our unaudited condensed interim consolidated financial statements.

Other pronouncements include the disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice Statement 2. In February 2021, the International Accounting Standards Board (IASB) issued amendments to IAS 1 Presentation of Financial Statements which were incorporated into Part I of the CPA Canada Handbook – Accounting and IFRS Practice Statement 2 Making Materiality Judgements in June 2021. The amendments require entities to disclose “material” accounting policy information rather than their “significant” accounting policies. Examples of circumstances in which an entity is likely to consider accounting policy information to be material have also been added. The amendments are effective for annual periods beginning on or after January 1, 2023.

On 9 April 2024, the IASB issued a new standard – IFRS 18, ‘Presentation and Disclosure in Financial Statements’. The new requirements introduced in IFRS 18 will help to achieve comparability of the financial performance of similar entities, especially related to how ‘operating profit or loss’ is defined. The new disclosures required for some management-defined performance measures will also enhance transparency. Key changes in IFRS 18 include the

introduction of a defined structure for the profit and loss statement including new defined categories (operating, investing, financing, income taxes and discontinued operations), required sub-totals (including ‘operating income or loss’, ‘profit or loss’ and ‘profit or loss before financing and income taxes’. Other changes resulting from IFRS 18 include the requirement to disclose management defined performance measures, expenses by nature (if companies disclose their profit and loss statement by function), and enhanced guidance on the principles of aggregation and disaggregation of line items between the primary financial statements and the notes thereto. The new standard will be effective for annual reporting periods beginning on or after 1 January 2027, including for interim financial statements. Retrospective application is required, and so comparative information needs to be prepared under IFRS 18. Management has not yet assessed the impact of this new standard on its financial reporting.

Odd Burger Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three months ended December 31, 2024 and 2023

(Expressed in Canadian dollars except for per share amounts)

Accounts receivable and other receivables

	(Unaudited)
	December 31, 2024	September 30, 2024
Trade receivable	$ 104,380	$ 40,481
Expected credit loss	(19,975)	(19,975)
	$ 84,405	$ 20,506
HST receivable	277,536	168,955
Other receivable	124,014	38,897
	$ 485,955	$ 228,358
	(Unaudited)
---	---	---
	December 31, 2024	September 30, 2024
Trade receivable	$ 104,380	$ 40,481
Expected credit loss	(19,975)	(19,975)
	$ 84,405	$ 20,506
Of which:
Current	71,543	26,206
1-30 days	16,311	3,052
30-60 days	266	-
Over 60 days	16,260	11,2232
Less: Expected credit loss	(19,975)	(19,975)
	$ 84,405	$ 20,506

The following is a roll-forward of the expected credit loss related to trade receivable:

	(Unaudited)
	December 31, 2024	September 30, 2024
Beginning of year	$ 19,975	$ 1,415
Expected credit loss	-	19,975
Write-offs charged against provision	$ -	$ (1,415)
	$ 19,975	$ 19,975

Inventory

Inventories are comprised of the following:

	(Unaudited)
	December 31, 2024	September 30, 2024
Raw materials	$ 32,476	$ 33,309
Manufactured food	96,656	125,932
Packaging and supplies	33,520	31,575

Odd Burger Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three months ended December 31, 2024 and 2023

(Expressed in Canadian dollars except for per share amounts)

Inventories are stated at the lower of cost or net realizable value. The Company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of saleability and quality. The Company has not recorded an obsolescence provision in the period ($1,307 for the three months ended December 31,2023).

Raw materials, manufactured food and packaging and supplies recognized as cost of sales for the three months ended December 31, 2024, amounted to $184,806 ($252,674 for year ended December 31, 2023).

7. Prepaid expenses and deposits

	(Unaudited)
	December 31, 2024		September 30, 2024
	Current	Non-current	Current	Non-current
Prepaid expenses	$ 8,675	$ 13,876	$ 8,675	$ 13,876
Security deposits	-	69,260	-	69,260
	$ 8,675	$ 83,136	$ 8,675	$ 83,136

8. Deferred charges

	(Unaudited)
	December 31, 2024	September 30, 2024
Current	$ 13,578	$ 13,578
Non-current	94,860	98,254
	$ 108,438	$ 111,832

Deferred charges represent incremental costs incurred in connection with the sale of new franchises, amounted to nil (September 30, 2024 - nil).

Odd Burger Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three months ended December 31, 2024 and 2023

(Expressed in Canadian dollars except for per share amounts)

9. Lease Receivable

	(Unaudited)
	December 31, 2024	September 30, 2024
Lease receivable	$ 1,323,896	$ 1,353,876
Expected credit losses	(153,352)	(95,694)
	$ 1,170,544	$ 1,205,841
Current portion	24,803	25,282
Long term portion	$ 1,145,741	$ 1,180,559

The following is a roll-forward of the expected credit loss related to lease receivable:

	(Unaudited)
	December 31, 2024	September 30, 2024
Beginning of year	$ 95,694	$ 450,061
Expected credit loss	57,658	72,787
Write-offs charged against provision	-	(427,154)
	$ 153,352	$ 95,694

The Company is considered an intermediate lessor on six restaurant premises (six as of September 30, 2024) subleased to franchisees. During the year ended September 30, 2024, the Company entered into three new leases with sub-tenants for facilities with a lease term of between nine and ten years. The leases were valued at the present value of the expected cash flow using effective interest rates ranging from 13 to 13.5% depending on the lease. In the year ended September 30, 2024, two franchisees defaulted on their leases and these properties became right of use assets to the Company. The expected credit loss related to the carrying value of these two locations was recognized in the expected credit loss in the year ended September 30, 2023.

The following table presents the contractual undiscounted cash inflows for lease receivables at December 31, 2024:

Odd Burger Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three months ended December 31, 2024 and 2023

(Expressed in Canadian dollars except for per share amounts)

	(Unaudited) December 31, 2024
Within one year	$ 247,308
1 to 2 years	236,939
2 to 3 years	263,119
3 to 4 years	258,133
4 to 5 years	265,466
Thereafter	896,984
Total undiscounted lease receivable	$ 2,167,949
Unearned finance income	(844,051)
Expected credit losses	(153,352)
Net investment in subleases	$ 1,353,876

10. Note Receivable

	(Unaudited) December 31, 2024	September 30, 2024
Beginning of year	$ 55,608	$ 55,608
Addition	-	-
Interest	2,811	2,811
	58,419	58,419

During the year ended September 30, 2023, the Company franchised a location that it had started to construct originally as a corporate restaurant. The Franchisee issued a $75,000 note to pay for the assets, to be paid over 10 years at an interest rate of 4.5%. The Company entered into this financial relationship to assist the franchisee in the location which was considered a key geographic market for the Company. The Company assessed the valuation of this financial instrument to fall under the fair value hierarchy level 2, using inputs that are observable for the asset or liability, either directly (prices) or indirectly (derived from prices) from observable market data, and has estimated the implicit interest rate to be 10% and the fair value of the note at inception to be $58,818. The company sold equipment at this location to the franchisee when the franchisee wanted to purchase the corporate restaurant. The net book value for equipment was higher than the note receivable, thus the Company recognized loss on disposal of property and equipment of $57,456 in the Consolidated statements of loss and comprehensive loss. Subsequent to initial recognition, the note receivable is measured at amortized cost using the effective interest method.

	(Unaudited) December 31, 2024
Within one year	$ 7,773
1 to 2 years	9,327
2 to 3 years	9,327
3 to 4 years	9,327
4 to 5 years	9,327
Thereafter	48,970
Total undiscounted note receivable	$ 94,052
Unearned finance income	(35,633)
Total note receivable	$ 58,419

Odd Burger Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three months ended December 31, 2024 and 2023

(Expressed in Canadian dollars except for per share amounts)

Property and Equipment

	Computer Equipment	Furniture and Equipment	Leaseholds	Vehicles	Total
Cost:
Balance September 30, 2023	$ 66,769	$ 1,025,682	$ 1,289,903	$ -	$ 2,705,259
Additions	-	2,052	-	-	2,052
Disposals	(11,234)	(51,988)	(322,905)	-	(386,127)
Balance September 30, 2024	$ 55,535	$ 975,746	$ 1,289,903	$ -	$ 2,321,184
Additions	-	-	-	-	-
Disposals	-	-	-	-	-
Unaudited Balance December 31, 2024	$ 55,535	$ 975,746	$ 1,289,903	$ -	$ 2,321,184
Accumulated Depreciation:
Balance September 30, 2023	$ 54,224	$ 547,253	$ 416,105	$ -	$ 1,017,582
Depreciation	12,518	156,269	176,420	-	345,207
Disposals	(11,207)	(31,086)	(101,859)	-	(144,152)
Balance September 30, 2024	$ 55,535	$ 672,436	$ 490,666	$ -	$ 1,218,637
Depreciation	-	39,461	33,482	-	72,943
Disposals	-	-	-	-	-
Unaudited Balance December 31, 2024	$ 55,535	$ 711,897	$ 524,148	$ -	$ 1,291,580
Net book value September 30, 2024	$ -	$ 303,310	$ 799,237	$ -	$ 1,102,547
Net book value December 31, 2024 (unaudited)	$ -	$ 263,849	$ 765,755	$ -	$ 1,029,604

The Company reviews the carrying value of its property and equipment at each reporting period for indicators of impairment. During the three months ended December 31, 2024 and the year ended September 30, 2024, management did not note any indicators of impairment at the asset specific level.

On June 24, 2024, the Company closed a location in Vaughan and entered into an agreement to assign the facility lease to a third party who will operate the facility as an unrelated business. Certain property and equipment including leasehold improvements, computer equipment and furniture and equipment remained with the facility. The company recognized a loss on disposal of fixed assets of $241,973 on the disposition of these assets.

On November 6, 2023, the Company signed an Asset Sale Agreement with a franchisee to sell assets at the Whitby location for $325,000, including leasehold improvements, equipment, and signage. At the same time, a franchise agreement and sublease agreement were also signed. After signing the agreements, the Whitby location was operated by the franchisee. As of September 30, 2023, inventory, property and equipment, right-of-use asset are classified as assets held for sale on the consolidated statements of financial position. As of September 30, 2024, assets held for sale is Nil. Net proceeds received from selling the disposal group was $266,101, and gain/loss recognized on the sale was nil.

Right-of-use Asset

The Company's leased assets include restaurant premises, its production facility and restaurant equipment. Lease liabilities are measured at the present value of the remaining base rent payments, discounted using the Company's

Odd Burger Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three months ended December 31, 2024 and 2023

(Expressed in Canadian dollars except for per share amounts)

incremental cost of borrowing at the date of initial recognition. Right-of-use assets are measured at an amount equal to the lease liabilities at inception and adjusted by the amount of any prepaid or accrued lease payments.

In calculating the underlying right-of-use assets and corresponding lease liabilities, management utilized an average incremental cost of borrowing of 12.3%.

The following schedule shows the movement in the Company's right-of-use assets during the quarter and prior year.

Right-of use assets (ROU)	Premises	Equipment	Total
Balance as of September 30, 2023	$ 1,269,336	$ 97,927	$ 1,367,263
Additions	422,461	-	422,461
Disposals	(434,606)	-	(434,606)
Balance as of September 30, 2024	$ 1,257,191	$ 97,927	$ 1,355,118
Disposals	-	-	-
Additions	-	-	-
Balance as of December 31, 2024 (unaudited)	$ 1,257,191	$ 97,927	$ 1,355,118
Accumulated Depreciation
Balance as of September 30, 2023	$ 467,920	$ 6,695	$ 474,615
Depreciation	205,470	20,080	225,550
Disposals	(92,159)	-	(92,159)
Balance as of September 30, 2024	$ 581,231	$ 26,775	$ 608,006
Depreciation	44,346	5,020	49,366
Disposals	-	-	-
Balance as of December 31, 2024 (unaudited)	$ 625,577	$ 31,795	$ 657,372
Net book value, September 30, 2024	$ 675,960	$ 71,152	$ 747,112
Net book value, December 31, 2024 (unaudited)	$ 631,614	$ 66,132	$ 697,746

During the year ended September 30, 2024, the Company subleased one of its locations to a franchisee and closed another location. Both transactions are reflected treated as a disposal of a right of use asset. In addition, one location was converted from a franchised location corporate store and added to right-of-use assets.

The right-of-use assets are depreciated on a straight-line basis over the lease terms which range from 2 to 10 years. Remeasurement adjustment was related to lease modification for two leases where the lease term was extended. As a result, right-of-use assets and lease liability were remeasured on lease modification date.

Odd Burger Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three months ended December 31, 2024 and 2023

(Expressed in Canadian dollars except for per share amounts)

Accounts Payable and Accrued Liabilities

	(Unaudited)
	December 31, 2024	September 30, 2024
Trade payables	$ 1,156,486	$ 871,639
Accrued liabilities and other payables	2,272,399	2,544,995
	$ 3,428,885	$ 3,416,634

Customer Deposits

	(Unaudited)
	December 31, 2024	September 30, 2024
Customer deposits	$ 252,500	$ 290,000

Customer deposits represent amounts collected from prospective franchisees and will be applied against the franchise fee payable. The amounts are refundable if a franchise agreement is not executed between the parties within the prescribed period.

Deferred Revenue

	(Unaudited)		September 30, 2024
	December 31, 2024
	Current	Non-current	Current	Non-current
Franchise fees	$ 49,994	$ 396,612	$ 54,490	$ 431,612
Other	30,475	28,587	20,290	28,587
Deferred revenue	$ 80,469	$ 425,199	$ 74,780	$ 460,199

Under the terms of the franchise agreements, franchisees pay a one-time non-refundable license fee. Such license fee is amortized over the life of the franchise agreements which normally is 10 years.

Loans Payable

The following schedule shows the movement in Loans payable for the three months ended December 31, 2024 and the year ended September 30, 2024:

	(Unaudited)
	December 31, 2024	September 30,2024
Balance beginning of the period	$ 575,806	$ 164,596
Additions	-	456,108
Interest expense/(accretion)	(4,668)	12,024
Payments	(6,114)	(56,922)
Change in estimate	-	-
Balance end of period	$ 565,024	$ 575,806

Odd Burger Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three months ended December 31, 2024 and 2023

(Expressed in Canadian dollars except for per share amounts)

Loans payable were comprised of the following:

Loans Payable	(Unaudited) December 31, 2024	September 30, 2024
Floating base rate plus 4.7%, amortized over 6 years. Secured by first interest in certain equipment.	$ 14,207	$ 20,231
Floating base rate plus 1%, amortized over 5 years. Secured by guarantee of CEO and COO.	76,237	76,090
Prime rate plus 3%, amortized over 5 years. First ranking and specific security interest in equipment and leaseholds.	9,580	15,328
Canadian Emergency Business Account, two loans of $40,000 each, interest free until January 18, 2024.	80,000	80,000
Credit facility with 15% interest rate, maturing on November 15, 2024. Secured by security interest in certain company equipment	375,000	374,067
Credit facility with 15% interest rate, maturing on January 15, 2025.	10,000	10,000
Subtotal	$ 565,024	$ 575,806
Less: current portion of loans payable	501,390	508,539
Non-current loans payable	$ 63,634	$ 67,267

The $375,000 facility that matured on November 15, 2024 remains unpaid. The lender has agreed to defer payment of principal and no repayment date has yet been specified. Interest continues to accrue at the stated rate of 15%.

17. Lease Liabilities

The following schedule shows the movement in the Company's lease liability related to premise and equipment leases during the three months ended December 31, 2024 and the year ended September 30, 2024:

Lease Liabilities	Right of Use Assets	Equipment Finance Leases	Total
Balance September 30, 2023	$ 2,355,153	$ 368,814	$ 2,723,967
Interest expense	298,039	36,446	334,485
Lease payments	(398,790)	(192,271)	(591,061)
Remeasurement	(23,481)	-	(23,481)
Additions	197,325	-	197,325
Lease termination	(192,606)	-	(192,606)
Balance September 30, 2024	$ 2,235,640	$ 212,989	$ 2,448,629
Interest expense	61,579	4,846	66,425
Lease payments	(113,120)	(44,241)	(157,361)
Balance December 31, 2024 (unaudited)	$ 2,184,099	173,594	2,357,693

Odd Burger Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three months ended December 31, 2024 and 2023

(Expressed in Canadian dollars except for per share amounts)

The Company has equipment finance leases with terms varying from 3 to 5 years and implicit interest rates between $4.0\%$ to $17.43\%$ . The Company has chosen not to recognise a lease liability for leases with an expected term of twelve months or less or for leases of low value assets.

During the three months ended December 31, 2024 variable lease payments not included in the measurement of lease liabilities totalled $14,774 (year ended September 30 2024 -$ 131,822). These payments were recognized as an expense and included in either "Cost of goods sold" or "Selling, general and administrative" expense in the consolidated statements of loss and comprehensive loss.

The following table sets forth the undiscounted future lease payments to be made:

Future Lease Payments	Right of Use Assets	Equipment Finance Leases	Total
Within one year	$ 465,428	$ 141,081	$ 606,509
1 to 2 years	397,738	47,283	445,021
2 to 3 years	427,926	1,886	429,812
3 to 4 years	426,171	-	426,171
4 to 5 years	435,079	-	435,079
After 5 years	1,189,831	-	1,189,831
Total	$ 3,342,173	$ 190,250	$ 3,532,423

18. Share Capital

Authorized share capital

The Company is authorized to issue an unlimited number of common shares. As of December 31, 2024, the Company has 94,417,417 shares outstanding.

Outstanding share capital

On December 30, 2024, the Company completed a non-brokered private placement and issued 1,720,000 Units of the Company (the "Units") at a price of $0.25 per Unit for aggregate gross proceeds of$ 430,000. Each Unit consists of one common share in the capital of the Company and one Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one Common Share at a price of $0.30 per Common Share on or before December 30, 2026. Proceeds and transaction costs from the private placement were allocated to share capital and the warrants based on the relative fair value of the proceeds. The Company recorded $285,217 to share capital and $144,783 to the warrants, which is included in share capital and contributed surplus respectively in the Company's

Odd Burger Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three months ended December 31, 2024 and 2023

(Expressed in Canadian dollars except for per share amounts)

unaudited condensed interim consolidated financial statements. Total transaction costs related to this transaction were $7,706 in cash of which $2,595 was recorded as an expense and $5,111 as a reduction to share capital.

On January 29, 2024, the Company completed a non-brokered private placement and issued 1,275,000 Units of the Company (the "Units") at a price of $0.20 per Unit for aggregate gross proceeds of $255,000. Each Unit consists of one common share in the capital of the Company and one Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one Common Share at a price of $0.35 per Common Share on or before January 29, 2026. Proceeds and transaction costs from the private placement were allocated to share capital and the warrants based on the relative fair value of the proceeds. The Company recorded $186,053 to share capital and $63,948 to the warrants, which is included in share capital and contributed surplus respectively in the Company's unaudited condensed interim consolidated financial statements. Total transaction costs related to this transaction were $6,843 in cash of which $1,845 was recorded as a reduction to contributed surplus and $4,998 as a reduction to share capital.

19. Stock Options

Stock Options

The Company's Board of Directors approved a stock incentive plan in accordance with the policies of the Canadian Securities Exchange (the "Exchange"). The Board of Directors is authorized to grant options to directors, officers, consultants, or employees to acquire up to 10% of the issued and outstanding common shares of the Company. The exercise price will not be less than $0.10 per share and the market price of the common shares on the trading day immediately preceding the date of the grant, less applicable discounts permitted by the Exchange. The options that may be granted under this plan must be exercisable over a period not exceeding 5 years. The Company records an expense and credits contributed surplus for all options granted. The stock options granted to employees, directors, and officers vest as one third on the first anniversary of the date of the grant; one third on the second anniversary of the date of the grant and one third on the third anniversary of the date of the grant.

The following table summarizes the continuity of the Company's stock options:

	Number of Options	Weighted Average Exercise Price
Outstanding September 30, 2023	7,667,953	$ 0.38
Granted	1,500,000	0.16
Forfeited or Expired	(1,743,646)	0.93
Outstanding September 30, 2024	7,424,287	0.38
Granted	-	-
Forfeited or Expired	(300,000)	0.15
Outstanding December 31, 2024 (unaudited)	7,124,287	$ 0.37

As at December 31, 2024, the weighted average remaining life of stock options was 2.35 years.

Odd Burger Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three months ended December 31, 2024 and 2023

(Expressed in Canadian dollars except for per share amounts)

Grant Date	Exercise Price	Stock Options Outstanding	Stock Options Exercisable	Expiry Date
April 13, 2021	$ 0.40	3,505,286	3,505,286	April 13, 2026
April 27, 2021	$ 1.20	100,000	100,000	April 27, 2026
June 4, 2021	$ 1.22	287,334	287,334	June 4, 2026
August 31, 2021	$ 1.00	90,000	90,000	August 31, 2026
December 31, 2021	$ 0.75	191,667	191,667	December 31,2026
August 22, 2022	$ 0.40	150,000	100,000	August 22, 2027
October 11, 2022	$ 0.40	150,000	100,000	October 11, 2027
May 10, 2023	$ 0.15	1,150,000	383,333	May 10, 2028
April 25, 2024	$ 0.15	1,500,000	1,500,000	April 25, 2029
		7,124,287	6,257,620

The weighted average price of stock options vesting in the three months ended December 31, 2024, was $0.60. Stock options may expire at an earlier date upon termination of services.

Share based compensation expense is determined using the Black-Scholes option pricing model. During the three months ended December 31, 2024, the Company recognized share-based compensation expense of $18,016 (2023 - $63,945) in equity reserves and reversed $nil (2023 - $79,127) share-based compensation expense for unvested options for terminated employees. $16,192 (2023 – recovery of $37,062) of the share-based compensation expense pertains to directors and officers of the Company. Share based compensation expense for non-vested options is reversed for terminated employees. The assumptions used in calculating the fair value of share-based compensation expense for the options granted to directors, officers and employees are as follows: Risk free interest rate of between 0.75% to 3.62%, dividend yield of 0%, expected volatility of 55% to 66%, and expected life of 5 years.

Warrants

	Expiry Date	Exercise Price	Outstanding September 30, 2024	Issued	Expired	Exercised	Outstanding December 31, 2024 (Unaudited)
Private placement
October 7, 2022	October 7, 2024	$0.55	979,999	-	(979,999)	-	-
Private Placement
January 24, 2023	January 24, 2025	$0.40	3,318,000	-	-		3,318,000
Broker's Warrants	January 24, 2025	$0.40	23,800	-	-		23,800
Broker's Warrants	January 24, 2025	$0.25	23,800	-	-		23,800
Private Placement
February 3, 2023	February 3, 2025	$0.40	1,960,000	-	-		1,960,000
Private Placement
January 29, 2024	January 29, 2026	$0.35	1,275,000	-	-	-	1,275,000
Private Placement
December 30, 2024	December 30, 2026	$0.35	-	1,720,000
			7,580,599	1,720,000	(979,999)	-	8,320,600

Odd Burger Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three months ended December 31, 2024 and 2023

(Expressed in Canadian dollars except for per share amounts)

	Expiry Date	Exercise Price	Outstanding September 30, 2023	Issued	Expired	Exercised	Outstanding September 30, 2024
Private placement, March 31, 2022	March 31, 2024	$ 0.60	1,250,000	-	(1,250,000)	-	-
Private placement, May 10, 2022	May 10, 2024	$ 0.60	822,500	-	(822,500)	-	-
Private placement, June 9, 2022	June 9, 2024	$ 0.60	250,000	-	(250,000)	-	-
Private placement October 7, 2022	October 7, 2024	$0.55	979,999	-			979,999
Private Placement January 24, 2023	January 24, 2025	$ 0.40	3,318,000	-			3,318,000
Broker’s Warrants	January 24, 2025	$ 0.40	23,800	-			23,800
Broker’s Warrants	January 24, 2025	$0.25	23,800	-			23,800
Private Placement February 3, 2023	February 3, 2025	$ 0.40	1,960,000	-			1,960,000
Private placement January 29, 2024	January 29, 2026	$0.35	-	1,275,000			1,275,000
			8,628,099	1,275,000	(2,322,500)	-	7,580,599

The fair value of the warrants issued in connection with the October 7, 2022, private placement was determined to be $80,850 by using the Black Scholes Option Pricing model and the following assumptions: Risk free interest rate of 3.55%, dividend yield of 0%, expected volatility of 57.0%, and expected life of 2 years.

The fair value of the warrants and broker's warrants issued in connection with the January 24, 2023, private placement was determined to be $170,635 by using the Black Scholes Option Pricing model and the following assumptions: Risk free interest rate of 2.93%, dividend yield of 0%, expected volatility of 53.5%, and expected life of 2 years.

The fair value of the warrants issued in connection with the February 3, 2023, private placement was determined to be $72,128 by using the Black Scholes Option Pricing model and the following assumptions: Risk free interest rate of 3.05%, dividend yield of 0%, expected volatility of 53.5%, and expected life of 2 years.

The fair value of the warrants issued in connection with the January 29, 2024, private placement was determined to be $72,128 by using the Black Scholes Option Pricing model and the following assumptions: Risk free interest rate of 4.02%, dividend yield of 0%, expected volatility of 90.9%, a forfeiture rate of nil, and expected life of 2 years.

The fair value of the warrants issued in connection with the December 30, 2024, private placement was determined to be $144,783 by using the Black Scholes Option Pricing model and the following assumptions: Risk free interest rate of 2.96%, dividend yield of 0%, expected volatility of 103.56%, a forfeiture rate of nil, and expected life of 2 years.

The weighted average exercise price of warrants outstanding at December 31, 2023 was $0.37.

Odd Burger Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three months ended December 31, 2024 and 2023

(Expressed in Canadian dollars except for per share amounts)

20. Commitments and Contingencies

The Company has been named as a defendant in an employment matter. Such lawsuit was settled on October 16, 2023. The Company paid the defendant $28,729 including legal fees during year ended September 30, 2024.

The Company is subject to various claims by third parties arising out of the normal course and conduct of its business, including, but not limited to, labour and employment, regulatory, franchisee related, and environmental claims. In addition, the Company is potentially subject to regular audits from federal and provincial tax authorities relating to income, commodity, and capital taxes and as a result of these audits may receive assessments and reassessments. Although such matters cannot be predicted with certainty, management currently considers the Company's exposure to such claims and litigation, to the extent not covered by the Company's insurance policies or otherwise provided for, not to be material to the Company's unaudited condensed interim consolidated financial statements.

Since 2020, the Canadian federal government made certain government support programs available to eligible entities as part of its COVID-19 economic response plan. The Company applied and received support under the CanExport for business (SMEs), Canada Emergency Wage Subsidy ("CEWS"), Canada Emergency Commercial Rent Assistance ("CECRA") and Canada Emergency Business Account ("CEBA") programs. Each applicant's eligibility for these programs is subject to validation and detailed verification by the federal government. Due to nature of the eligibility requirements and related calculations, it is possible that the eligibility requirements may not be considered to be met upon validation, and as such the benefits received may be repayable.

During the year ended September 30, 2024, the Company received two Notice to Arbitrate from former franchisees pursuant to the franchise agreement signed in 2021 and 2022. These were not settled in the quarter ended December 31, 2024. Although it is difficult to predict the ultimate outcome of this arbitration, management believes that any potential liability would not have a material adverse effect on the Company's unaudited condensed interim consolidated financial statements.

21. Related Party Transactions

The Company's policy is to conduct all transactions with related parties to align with market terms and conditions. Key management personnel are those persons who have the authority and the responsibility for planning, directing, and controlling the activities of the Company and/or its subsidiaries directly or indirectly, including any external director of the Company and/or its subsidiaries. Key management includes the Company's Chief Executive Officer, Chief Operating Officer and Chief Financial Officer and its external directors.

Compensation of key management is as follows:

	(Unaudited) Three months ended December 31, 2024	(Unaudited) Three months ended December 31, 2023
Salaries, social charges and other personnel expenses	$ 32,625	$ 125,310
Share based payments*	16,192	(37,062)
	$ 48,817	$ 88,248

*Black-Scholes fair value at time of issue

Odd Burger Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three months ended December 31, 2024 and 2023

(Expressed in Canadian dollars except for per share amounts)

22. Capital Management

The Company's objective in managing capital is to ensure a sufficient liquidity to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders. The Company defines capital as net equity and debt, comprised of issued common shares, warrants, contributed surplus and accumulated deficit, as well as mortgages and loans payable. The Company seeks to ensure that it has sufficient cash resources to maintain its ongoing operations and finance its corporate and administration expenses, working capital and overall capital expenditures. The Company historically has relied on private placements of common shares and debt and more recently equity markets, to fund its activities.

There have been no changes to the Company's objectives and what it manages as capital since the prior fiscal year. The Company is not subject to externally imposed capital requirements.

23. Financial Instruments and Risk Management

Financial Instruments

The Company initially recognizes cash, accounts and other receivables, and accounts payable and accrued liabilities on the date they originate. All other financial assets and financial liabilities are initially recognized on the trade date when the Company becomes a party to the contractual provisions of the instrument.

The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Company is recognized as a separate asset or liability. The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire.

The Company measures financial instruments by grouping them into classes upon initial recognition, based on the purpose of the individual instruments. The Company initially measures all financial instruments at fair value plus, in the case of financial instruments not classified as FVTPL, transaction costs that are directly attributable to the acquisition or issuance of the financial instruments.

Assets and liabilities measured at fair value

Financial instruments recorded at fair value are estimated by applying a fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The hierarchy is summarized as follows:

Level 1 – quoted prices (unadjusted) in active markets for identical assets and liabilities

Level 2 – inputs that are observable for the asset or liability, either directly (prices) or indirectly (derived from prices) from observable market data.

Level 3 – inputs for assets and liabilities not based upon observable market data.

As at December 31, 2024 the carrying amounts of the Company's financial instruments which include cash, accounts receivable and other receivables, note receivable, accounts payable and accrued liabilities and customer deposits

Odd Burger Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three months ended December 31, 2024 and 2023

(Expressed in Canadian dollars except for per share amounts)

represent financial instruments for which the carrying amount approximates fair value due to their short-term maturities.

Financial Risk Factors

The Company's risk exposure and the impact on the Company's financial instruments are summarized below:

Credit risk and concentration

Financial instruments that potentially subject the Company to credit risk consist primarily of cash, accounts receivable and other receivables, note receivable and lease receivables. Cash is maintained at Canadian financial institutions, and accounts receivable and other receivables primarily comprise amounts due from customers and sales tax refunds. Lease receivables are due from franchisees. The Company has no significant concentration of credit risk arising from operations.

The aging of the company's trade receivables as at December 31, 2024 and September 30, 2023 was as follows:

December 31, 2024 (unaudited)	Current	1-30 days	30-60 days	>60 days	Total
Trade receivable	$ 71,543	$ 16,311	$ 266	$ 16,260	$ 104,380
Expected credit loss					(19,975)
September 30, 2024	Current	1-30 days	30-60 days	>60 days	Total
---	---	---	---	---	---
Trade receivable	$ 26,206	$ 3,052	$ -	$ 11,223	$ 40,481
Expected credit loss					(19,975)

Liquidity risk

Liquidity risk relates to the risk the Company will encounter difficulty in meeting its obligations associated with financial liabilities. The financial liabilities on its consolidated statements of financial position consist of accounts payable and accrued liabilities, loans payable and lease liabilities. Management closely monitors cash flow requirements and future cash flow forecasts to ensure it has access to funds from operations to meet operational and financial obligations. The continuing operations of the Company are dependent on its ability to raise adequate financing and to commence profitable operations in the future.

The following are the remaining undiscounted contractual cash flows at the reporting date:

Odd Burger Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three months ended December 31, 2024 and 2023

(Expressed in Canadian dollars except for per share amounts)

As at December 31, 2024 (unaudited)	Within 1 year	Between 1 – 2 years	Between 2 – 5 years	Beyond 5 years	Total
Trade and other payables	$ 3,428,885	$ -	$ -	$ -	$ 3,428,885
Customer deposits	252,500				252,500
Loans payable	501,390	63,634	-	-	565,024
Lease liabilities	606,509	445,021	1,291,062	1,189,831	3,532,423
	$ 4,789,284	$ 508,655	$ 1,291,062	$ 1,189,831	$ 7,778,832
As at September 30, 2024
Trade and other payables	$ 3,416,634	$ -	$ -	$ -	$ 3,416,634
Customer deposits	290,000				290,000
Loans payable	508,539	67,267	-	-	575,806
Lease liabilities	584,707	480,811	1,325,573	1,306,793	3,697,884
	$ 4,688,360	$ 548,078	$ 1,325,573	$ 1,306,793	$ 7,868,804

Interest rate risk

The Company is subject to interest rate risk from its variable rate bank borrowings and variable rate equipment lease. As at December 31, 2024, a 1% change in prevailing interest rates would change the annualized interest charges incurred by $4,694 (December 31, 2023 - $5,001).

Commodity price risk

The Company is exposed to increases in the prices of commodities in operating its Company-owned restaurants.

24. Revenue

Disaggregation of revenue from contracts with customers

The Company derives revenue from the transfer of goods and services in the following major revenue streams:

	(Unaudited) Three months ended December 31, 2024	(Unaudited) Three months ended December 31, 2023
Corporate restaurant sales	$ 491,427	$ 642,549
Food processing sales	134,826	60,208
Total food sales	$ 626,253	$ 702,757
Franchise revenue	$ 101,041	$ 31,616
	$ 727,294	$ 734,373

Contract assets and liabilities

As at December 31, 2024 and September 30, 2023, the Company had contract assets and liabilities as follows:

Contract asset – Deferred Charges

Odd Burger Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three months ended December 31, 2024 and 2023

(Expressed in Canadian dollars except for per share amounts)

	(Unaudited) Three months ended December 31, 2024		Year ended September 30, 2024
Balance beginning of the year	$	111,832	$ 125,410
Costs incurred		-	-
Recognized as expense		(3,394)	(13,578)
Balance, end of year (Note 8)	$	108,438	$ 111,832
Less current portion		(13,578)	(13,578)
Deferred charges	$	94,860	$ 98,254

The Company incurs costs to obtain contracts in the form of sales commissions payable upon securing new franchisees. These costs are deferred and recognized as expense over the term of the franchise agreement which is usually ten years. Costs such as legal fees incurred prior to the execution of the franchise agreement are expensed as incurred.

Contract liability- Deferred Revenue

	(Unaudited) Three months ended December 31, 2024		Year ended September 30, 2024
Franchise fees – licence of intellectual property
Balance, beginning of year	$	486,102	$ 395,580
Receipts/(Expenditures)		(17,500)	137,393
Revenue recognized		(19,334)	(46,871)
Balance, end of year (Note 15)	$	449,267	$ 486,102

Initial franchise fees are collected when a new franchise agreement is executed. The portion of the initial franchise fee related to the license of intellectual property is recognized in revenue over the period of the franchise agreement which is usually ten years. Therefore, increases in the contract liability balance relate to the volume of new franchise agreements during the period.

Performance obligations

Performance obligations for the license of the Company's intellectual property are satisfied over time corresponding with the period of the Franchise Agreement. The consideration collected in the form of initial franchise fees for these remaining performance obligations is expected to be recognized in revenue as follows:

	(Unaudited) Three months ended December 31, 2024		Year ended September 30, 2024
Within one year	$	63,314	$ 54,489
1 to 2 years		133,629	108,979
3 to 4 years		112,667	108,978

Odd Burger Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three months ended December 31, 2024 and 2023

(Expressed in Canadian dollars except for per share amounts)

5 to 10 years 139,657 178,655

$ 449,267 $ 451,101

25. Expenses

Cost of goods sold is made up of the following items:

	(Unaudited) Three months ended December 31, 2024	(Unaudited) Three months ended December 31, 2023
Materials and services	$ 184,806	$ 258,070
Capitalized overhead	229,058	181,971
Depreciation	47,492	49,542
	$ 461,356	$ 489,583

General and administrative expenses are made up of the following items:

	(Unaudited) Three months ended December 31, 2024	(Unaudited) Three months ended December 31, 2023
Advertising	10,928	33,692
Depreciation	74,818	88,086
Rent and other occupancy costs	101,541	53,357
Other	171,872	(99,341)
	$ 359,159	$ 75,794

26. Other income and expense

Included in other income and expense for the quarter ending December 31, 2024 and year ending September 30, 2024 is government assistance. The Company became eligible for the government assistance based on the incurrence of certain eligible expenses.

Odd Burger Corporation

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three months ended December 31, 2024 and 2023

(Expressed in Canadian dollars except for per share amounts)

27. Non-Cash Working Capital

The change in non-cash working capital is comprised of the following:

	(Unaudited) Three months ended December 31, 2024	(Unaudited) Three months ended December 31, 2023
Accounts receivable and other receivables	$ (257,597)	$ (52,985)
Inventory	28,165	24,376
Prepaid expenses and deposits	-	3,205
Deferred charges	3,394	3,394
Accounts payable and accrued liabilities	12,251	(108,553)
Customer deposits	(37,500)	28,587
Deferred revenue	(29,311)	12,420
	$ (280,598)	$ (89,556)

28. Comparative figures

Certain comparative figures have been reclassified to conform to the December 31, 2024 unaudited condensed interim consolidated financial statements with no effect on our previously reported consolidated results of operations, consolidated financial position, or consolidated cash flows.

29. Subsequent events

On January 20, 2025, the Company completed a non-brokered private placement and issued 4,008,000 Units of the Company (the "Units") at a price of $0.25 per Unit for aggregate gross proceeds of $1,002,000. Each Unit consists of one common share in the capital of the Company and one Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one Common Share at a price of $0.30 per Common Share on or before January 24, 2027. In connection with this private placement, the Company paid to certain finders (each, a "Finder") a cash fee equal to $37,200, representing 8% of the gross proceeds raised by each Finder, and issued an aggregate of 148,800 finder warrants (each, a "Finder Warrant"), representing 8% of the aggregate number of Units sold to purchasers introduced to the Company by such Finders. Each Finder Warrant entitles the holder thereof to acquire one Unit at a price of $0.25 for a period of 24 months from the closing date.

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Odd Burger — Interim / Quarterly Report 2025

47344_rns_2025-02-27_9f806517-8b85-44c0-9e67-036d262e71be.pdf

Odd Burger Corporation

1. Nature of Operations

Basis of measurement and going concern

2. Material Accounting Policies

Basis of preparation

Basis of presentation and consolidation

Basis of consolidation

Summary of material accounting policies

Revenue recognition

Advertising costs

Cash

Income taxes

Government grants and loans

Loss per share

Segment information

Leases

Short-term leases and leases of low-value assets

Share-based payments

3. Critical Accounting Judgements and Estimates

Accounts receivable

Estimated useful lives and depreciation of property and equipment

Impairment of non-financial assets

Cash Generating Unit

Inventories

Assets held for sale

Leases

Fair value measurement of financial instruments

Income and other taxes

Provisions and contingencies

Share Based Payments

Going Concern

4. Future accounting pronouncements

7. Prepaid expenses and deposits

8. Deferred charges

9. Lease Receivable

10. Note Receivable

17. Lease Liabilities

18. Share Capital

Outstanding share capital

19. Stock Options

Stock Options

20. Commitments and Contingencies

21. Related Party Transactions

22. Capital Management

23. Financial Instruments and Risk Management

Financial Instruments

Assets and liabilities measured at fair value

Financial Risk Factors

Credit risk and concentration

Liquidity risk

Interest rate risk

Commodity price risk

24. Revenue

Contract assets and liabilities

Performance obligations

25. Expenses

26. Other income and expense

27. Non-Cash Working Capital

28. Comparative figures

29. Subsequent events

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Odd Burger Interim / Quarterly Report 2025