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Odd Burger — Interim / Quarterly Report 2025
Aug 7, 2025
47344_rns_2025-08-07_d8a9a1bd-d795-4bdb-b71a-a40365c77e92.pdf
Interim / Quarterly Report
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Odd Burger Corporation
UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JUNE 30, 2025, AND JUNE 30, 2024
(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 Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity's auditor.
Unaudited Condensed Interim Consolidated Statements of Financial Position...4
Unaudited Condensed Interim Consolidated Statements of Loss and Comprehensive Loss ...5
Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders' Equity (Deficit)..6
Unaudited Condensed Interim Consolidated Statements of Cash Flows ...7
Notes to the Unaudited Condensed Interim Consolidated Financial Statements...8-26
Odd Burger Corporation
Unaudited Condensed Interim Consolidated Statements of Financial Position
As at June 30, 2025 and September 30, 2024
(Expressed in Canadian dollars except for per share amounts)
| Note | (Unaudited) June 30, 2025 | September 30, 2024 | |
|---|---|---|---|
| ASSETS | |||
| Cash | $ 58,279 | $ 61,473 | |
| Accounts receivable and other receivables | 4 | 597,152 | 228,358 |
| Inventory | 5 | 158,948 | 190,816 |
| Prepaid expenses and deposits | 6 | 141,443 | 8,675 |
| Lease receivable, current | 8 | 76,335 | 25,282 |
| Current portion of deferred charges | 7 | 13,578 | 13,578 |
| Total Current Assets | $ 1,045,735 | $ 528,182 | |
| Lease receivable | 8 | $ 1,053,430 | $ 1,180,559 |
| Note receivable | 9 | 58,419 | 58,419 |
| Prepaid expenses and deposits | 6 | 83,136 | 83,136 |
| Deferred charges | 7 | 88,071 | 98,254 |
| Property and equipment, net | 10 | 894,575 | 1,102,547 |
| Right-of-use asset, net | 11 | 611,801 | 747,112 |
| Total Assets | $ 3,835,167 | $ ,3,798,209 | |
| LIABILITIES | |||
| Accounts payable and accrued liabilities | 12 | $ 3,180,817 | $ 3,416,634 |
| Customer deposits | 13 | 267,500 | 290,000 |
| Current portion of deferred revenue | 14 | 72,600 | 74,780 |
| Current portion of loans payable | 15 | 592,069 | 508,539 |
| Current portion of lease liabilities | 16 | 272,702 | 380,085 |
| Total Current Liabilities | $ 4,385,688 | $ 4,670,038 | |
| Deferred revenue | 14 | $ 377,564 | $ 460,199 |
| Lease liabilities | 16 | 1,887,555 | 2,068,544 |
| Loans payable | 15 | 56,023 | 67,267 |
| Total Liabilities | $ 6,701,782 | $ 7,266,048 | |
| SHAREHOLDERS' DEFICIT | |||
| Share capital | 17 | $ 14,802,591 | $ 13,917,257 |
| Contributed surplus | 18 | 2,670,548 | 2,161,977 |
| Deficit | (20,339,754) | (19,547,073) | |
| Total Shareholders' Deficit | $ (2,866,615) | $ (3,467,839) | |
| Total Liabilities and Shareholders' Deficit | $ 3,835,167 | $ 3,798,209 |
Nature of operations (Note 1)
Commitments and contingencies (Note 19)
Approved by the Board of Directors:
"James McInnes"
Director (Signed)
"Marc Goodman"
Director (Signed)
Odd Burger Corporation
Unaudited Condensed Interim Consolidated Statements of Loss and Comprehensive Loss
For the three and nine months ended June 30, 2025 and 2024
(Expressed in Canadian dollars except for per share amounts)
| Note | (Unaudited) | (Unaudited) | |||
|---|---|---|---|---|---|
| Three months ended | Nine months ended | ||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||
| REVENUE | |||||
| Food sales | 23 | $ 931,013 | $ 805,779 | $ 2,202,497 | $ 2,275,871 |
| Franchise revenue | 23 | 113,633 | 73,588 | 300,780 | 138,350 |
| TOTAL REVENUE | $ 1,044,646 | $ 879,367 | $ 2,503,277 | $ 2,414,221 | |
| Costs of goods sold | 24 | $ 601,701 | $ 473,716 | $ 1,543,343 | $ 1,465,618 |
| GROSS PROFIT | $ 443,575 | $ 405,651 | $ 957,934 | $ 948,603 | |
| OPERATING EXPENSES | |||||
| Selling, General and Administrative expenses | 24 | $ 222,912 | $ 114,377 | $ 935,552 | $ 401,857 |
| Salaries and Wages | 126,658 | 293,022 | 347,257 | 876,101 | |
| Professional Fees | 211,433 | 42,818 | 434,462 | 264,912 | |
| Interest expense | 86,288 | 82,772 | 160,241 | 273,109 | |
| TOTAL OPERATING EXPENSES | $ 647,291 | $ 532,989 | $ 1,877,512 | $ 1,815,979 | |
| LOSS FROM OPERATIONS | $ (203,716) | $ (127,338) | $ (919,578) | $ (867,376) | |
| Other Items | |||||
| Other income and expenses | $ 14,576 | $ (898) | $ 1,946 | $ 1,767 | |
| Finance income on lease receivables | 41,235 | 34,747 | 124,951 | 112,483 | |
| Gain (loss) on disposal of property and equipment, net | - | (26,972) | - | (26,972) | |
| NET LOSS AND COMPREHENSIVE LOSS | $ (147,905) | $ (120,461) | $ (792,681) | $ (780,098) | |
| Loss Per Share | |||||
| Basic and Diluted | $ (0.00) | $ (0.00) | $ (0.01) | $ (0.01) | |
| Weighted average number of common shares outstanding - Basic and Diluted | 98,435,017 | 92,694,417 | 96,174,463 | 92,136,023 |
Odd Burger Corporation
Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders' Equity (Deficit)
For the six months ended June 30, 2025 and 2024
(Expressed in Canadian dollars except for per share amounts)
| Note | Number of Share | Share Capital | Contributed Surplus | Deficit | Total | |
|---|---|---|---|---|---|---|
| Balance September 30, 2023 | 91,419,417 | $ 12,731,204 | $ 1,894,815 | $(17,419,073) | $ (1,793,054) | |
| Issuances of Private Placement | 17 | 1,275,000 | 181,256 | 68,746 | - | 250,002 |
| Stock based compensation expense | 18 | - | - | 184,408 | - | 184.408 |
| Net loss and comprehensive loss for the period | - | - | - | (780,098) | (780.098) | |
| Unaudited balance June 30, 2024 | 92,694,417 | $ 13,912,460 | $ 2,147,969 | $(18,199,171) | $ (2,138,742) | |
| Balance September 30, 2024 | 92,694,417 | $ 13,917,257 | $ 2,161,977 | $(19,547,073) | $ (3,467,839) | |
| Issuances of Private Placement | 17 | 5,728,000 | 882,184 | 502,829 | - | 1,385,013 |
| Warrants exercised | 12,600 | 3,150 | - | - | 3,150 | |
| Stock based compensation expense net of reversal | 18 | - | - | 5,742 | - | 5,742 |
| Net loss and comprehensive loss for the period | - | - | - | (792,681) | (792,681) | |
| Unaudited balance June 30, 2025 | 98,435,017 | $ 14,802,591 | $ 2,670,548 | $(20,339,754) | $ (2,866,615) |
Odd Burger Corporation
Unaudited Condensed Interim Consolidated Statements of Cash Flows
For the nine months ended June 30, 2025 and 2024
(Expressed in Canadian dollars except for per share amounts)
| | Note | (Unaudited)
Nine months ended | |
| --- | --- | --- | --- |
| | | June 30, 2025 | June 30, 2024 |
| OPERATING ACTIVITIES | | | |
| Net loss and comprehensive loss for the year | | $ (792,681) | $ (780,098) |
| Adjustments | | | |
| Depreciation expense | 10,11 | 343,283 | 424,129 |
| Other income and expenses | | - | 1,767 |
| Loss on disposal of property and equipment, net | | - | 26,972 |
| Gain on derecognition of right-of-use asset | | - | (414,894) |
| Impairment loss | 5 | - | 1,307 |
| Interest accretion on lease liabilities | 16 | 102,901 | 220,725 |
| Interest accretion on loans | 15 | 17,693 | 5,757 |
| Finance income on lease receivables | 8 | (124,951) | (112,483) |
| Interest on note receivable | 9 | - | (2,811) |
| Share based compensation expense | 18 | 15,835 | 184,408 |
| Bad debt expense | 4,8 | 16,245 | - |
| | | (421,675) | (445,221) |
| Changes in non-cash working capital | 25 | (807,692) | (62,841) |
| Cash flows used in operating activities | | $ (1,229,367) | $ (508,062) |
| INVESTING ACTIVITIES | | | |
| Purchase of property and equipment | 10 | - | $ (2,051) |
| Net proceeds from disposal group | 10 | - | 266,101 |
| Collection of lease receivable | | 184,782 | 36,527 |
| Cash provided by investing activities | | $ 184,782 | $ 300,577 |
| FINANCING ACTIVITIES | | | |
| Payments of lease liabilities | 16 | (391,272) | $ (441,093) |
| Proceeds from loans payable, net | 15 | 110,000 | 380,505 |
| Repayment of loans payable | 15 | (55,407) | (41,461) |
| Proceeds from issuance of common shares and warrants for cash, net | 17 | 1,378,070 | 250,022 |
| Cash provided by financing activities | | $ 1,041,391 | $ 147,973 |
| Decrease in cash | | $ (3,194) | $ (59,512) |
| Cash, beginning of period | | 61,473 | 120,505 |
| Cash, end of period | | $ 58,279 | $ 60,993 |
| Supplemental Disclosure | | | |
| Cash paid for interest | | $ 115,996 | $ 180,225 |
| Cash paid (received) for income taxes | | - | - |
Odd Burger Corporation
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For nine months ended June 30, 2025 and 2024
(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 unaudited condensed interim 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 June 30, 2025, the Company had an accumulated deficit of $20,339,754. The Company had also incurred negative operating cash flows of $1,229,367 and a net loss in the amount of $792,681 for the nine months ended June 30, 2024. 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 unaudited condensed interim 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 August 7, 2025.
2. Significant 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").
Odd Burger Corporation
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For nine months ended June 30, 2025 and 2024
(Expressed in Canadian dollars except for per share amounts)
Basis of preparation (Continued)
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 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.
3. 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.
4. Accounts Receivable and Other Receivables
| (Unaudited) | ||
|---|---|---|
| June 30, 2025 | September 30, 2024 | |
| Trade receivable | $ 149,905 | $ 40,481 |
| Expected credit loss | (19,975) | (19,975) |
| $ 129,930 | $ 20,506 | |
| HST receivable | 343,209 | 168,955 |
| Other receivable | 124,013 | 38,897 |
| $ 597,152 | $ 228,358 |
Odd Burger Corporation
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For nine months ended June 30, 2025 and 2024
(Expressed in Canadian dollars except for per share amounts)
- Accounts Receivable and Other Receivables (Continued)
| (Unaudited) | ||
|---|---|---|
| June 30, 2025 | September 30, 2024 | |
| Trade receivable | $ 149,905 | $ 40,481 |
| Expected credit loss | (19,975) | (19,975) |
| $ 129,930 | $ 20,506 | |
| Of which: | ||
| Current | 26,971 | 26,206 |
| 1-30 days | 21,199 | 3,052 |
| 30-60 days | 12,303 | - |
| Over 60 days | 89,432 | 11,223 |
| Less: Expected credit loss | (19,975) | (19,975) |
| $ 129,930 | $ 20,506 |
The following is a roll-forward of the expected credit loss related to trade receivable:
| (Unaudited) | ||
|---|---|---|
| June 30, 2025 | September 30, 2024 | |
| Beginning of period | $ 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) | ||
|---|---|---|
| June 30, 2025 | September 30, 2024 | |
| Raw materials | $ 44,170 | $ 33,309 |
| Manufactured food | 88,310 | 125,932 |
| Packaging and supplies | 26,468 | 31,575 |
| $ 158,948 | $ 190,816 |
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 wrote down its inventory by $nil and $nil for the three and nine months ended June 30, 2025 (June 30, 2024 - $nil and $1,307), respectively, related to inventory that it deemed unsaleable.
Raw materials, manufactured food and packaging and supplies recognized as cost of sales for the three and nine months period ended June 30, 2025, amounted to $299,954 and $734,729 (June 30, 2024 - $267,025 and $712,857).
Odd Burger Corporation
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For nine months ended June 30, 2025 and 2024
(Expressed in Canadian dollars except for per share amounts)
- Prepaid Expenses and Deposits
| (Unaudited) | September 30, 2024 | |||
|---|---|---|---|---|
| June 30, 2025 | ||||
| Current | Non-current | Current | Non-current | |
| Prepaid expenses | $ 141,443 | 17,416 | $ 8,675 | $ 13,876 |
| Security deposits | - | 65,720 | - | 69,260 |
| $ 141,443 | $ 83,136 | $ 8,675 | $ 83,136 |
- Deferred Charges
| (Unaudited) | ||
|---|---|---|
| June 30, 2025 | September 30, 2024 | |
| Current | $ 13,578 | $ 13,578 |
| Non-current | 88,071 | 98,254 |
| 101,649 | $ 111,832 |
Deferred charges represent incremental costs incurred in connection with the sale of new franchises, amounted to nil (September 30, 2024 - nil).
- Lease Receivable
| (Unaudited) | ||
|---|---|---|
| June 30, 2025 | September 30, 2024 | |
| Lease receivable | $ 1,283,045 | $ 1,301,535 |
| Expected credit losses | (153,280) | (95,694) |
| $ 1,129,765 | $ 1,205,841 | |
| Current portion | 76,335 | 25,282 |
| Long term portion | $ 1,053,430 | $ 1,180,599 |
The following is a roll-forward of the expected credit loss related to lease receivable:
| (Unaudited) | ||
|---|---|---|
| June 30, 2025 | September 30, 2024 | |
| Beginning of period/year | $ 95,694 | $ 450,061 |
| Expected credit loss | 57,586 | 72,787 |
| Write-offs charged against provision | - | (427,154) |
| $ 153,280 | $ 95,694 |
Odd Burger Corporation
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For nine months ended June 30, 2025 and 2024
(Expressed in Canadian dollars except for per share amounts)
8. Lease Receivable (Continued)
The Company is considered an intermediate lessor on six restaurant premises (six as of September 30, 2024) subleased to franchisees. The following table presents the contractual undiscounted cash inflows for lease receivables at June 30, 2025:
| (Unaudited) June 30, 2025 | |
|---|---|
| Within one year | $ 247,308 |
| 1 to 2 years | 250,286 |
| 2 to 3 years | 253,888 |
| 3 to 4 years | 262,670 |
| 4 to 5 years | 266,718 |
| Thereafter | 763,422 |
| Total undiscounted lease receivable | $ 2,044,292 |
| Unearned finance income | (761,247) |
| Expected credit losses | (153,280) |
| Total lease receivable | $ 1,129,765 |
9. Note Receivable
| (Unaudited) | ||
|---|---|---|
| June 30, 2025 | September 30, 2024 | |
| Beginning of period/year | $ 55,608 | $ 55,608 |
| Addition | - | - |
| Interest | 2,811 | 2,811 |
| $ 58,419 | $ 58,419 |
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 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 period ended June 30, 2023. Subsequent to initial recognition, the note receivable is measured at amortized cost using the effective interest method.
| (Unaudited) June 30, 2025 | |
|---|---|
| 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 | 9,328 |
| Thereafter | 48,970 |
| Total undiscounted lease 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 nine months ended June 30, 2025 and 2024
(Expressed in Canadian dollars except for per share amounts)
- Property and Equipment
| Computer Equipment | Furniture and Equipment | Leaseholds | Total | |
|---|---|---|---|---|
| Cost: | ||||
| Balance September 30, 2023 | $ 66,769 | $ 1,025,682 | $ 1,612,808 | $ 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 | - | - | - | - |
| Balance June 30, 2025 (unaudited) | $ 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 | 156,209 | 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 | - | 108,173 | 99,799 | 207,972 |
| Disposals | - | - | - | - |
| Balance June 30, 2025 (unaudited) | $ 55.535 | $ 780,609 | $ 590,465 | $ 1,426,609 |
| Net book value September 30, 2024 | $ 12,545 | $ 478,429 | $ 1,196,703 | $ 1,102,547 |
| Net book value June 30, 2025 (unaudited) | $ - | $ 195,137 | $ 699,438 | $ 894,575 |
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 June 30, 2024, assets held for sale is Nil on the Unaudited Condensed Interim Consolidated Statements of Financial Position. Net proceeds received from selling the disposal group was $266,101, and gain/loss recognized on the sale was nil.
11. 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 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.
Odd Burger Corporation
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For nine months ended June 30, 2025 and 2024
(Expressed in Canadian dollars except for per share amounts)
11. Right-of-use Asset (Continued)
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 period.
| Right-of-use Asset (ROU) | Note | 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 | |
| Additions | - | - | - | |
| Disposals | - | - | - | |
| Balance as of June 30, 2025 (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 | 120,250 | 15,061 | 135,311 | |
| Disposals | - | - | - | |
| Balance as of June 30, 2025 (unaudited) | $ 701,481 | $ 41,836 | $ 743,317 | |
| Net book value, September 30, 2024 | $ 675,960 | $ 71,152 | $ 747,112 | |
| Net book value June 30, 2025 (unaudited) | $ 555,710 | $ 56,091 | $ 611,801 |
12. Accounts Payable and Accrued Liabilities
| (Unaudited) | ||
|---|---|---|
| June 30, 2025 | September 30, 2024 | |
| Trade payables | $ 772,363 | $ 871,639 |
| Accrued liabilities and other payables | 2,408,454 | 2,544,995 |
| $ 3,180,817 | $ 3,416,634 |
Odd Burger Corporation
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For nine months ended June 30, 2025 and 2024
(Expressed in Canadian dollars except for per share amounts)
13. Customer Deposits
| (Unaudited) | ||
|---|---|---|
| June 30, 2025 | September 30, 2024 | |
| Customer deposits | $ 267,500 | $ 290,000 |
| $ 267,500 | $ 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.
14. Deferred Revenue
| (Unaudited) | September 30, 2024 | |||
|---|---|---|---|---|
| June 30, 2025 | ||||
| Current | Non-current | Current | Non-current | |
| Franchise Fee | $ 54,657 | $ 377,564 | $ 54,490 | $ 431.612 |
| Other | 17,943 | - | 20,290 | 28,587 |
| $ 72,600 | $ 377,564 | $ 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 range from 5 to 10 years.
15. Loans Payable
The following schedule shows the movement in Loans payable for the nine months ended June 30, 2025:
| (Unaudited) | ||
|---|---|---|
| June 30, 2025 | September 30, 2024 | |
| Beginning balance | $ 575,806 | $ 164,596 |
| Addition | 110,000 | 456,108 |
| Interest expense | 8,549 | 12,024 |
| Payments | (46,263) | (56,922) |
| Ending balance | $ 648,092 | $ 575,806 |
Odd Burger Corporation
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For nine months ended June 30, 2025 and 2024
(Expressed in Canadian dollars except for per share amounts)
15. Loans Payable (Continued)
Loans payable were comprised of the following:
| Loan Payable | (Unaudited) June 30, 2025 | September 30, 2024 |
|---|---|---|
| Floating base rate plus 4.7%, amortized over 6 years. Secured by first interest in certain equipment. | $ 1,949 | $ 20,231 |
| Floating base rate plus 1%, amortized over 5 years. Secured by guarantee of CEO and COO. | 71,143 | 76,090 |
| Prime rate plus 3%, amortized over 5 years. First ranking and specific security interest in equipment and leaseholds. | - | 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 interests in certain company equipment. | 375,000 | 374,067 |
| Credit facility with 15% interest rate, maturing on January 15, 2025. | 10,000 | 10,000 |
| Short term advance with no interest and no fixed repayment terms | 110,000 | - |
| Subtotal | $ 648,092 | $ 575,806 |
| Less: current portion of loans payable | 592,069 | 508,539 |
| Non-current loans payable | $ 56,023 | $ 67,267 |
The $375,000 and $10,000 facilities that matured on November 15, 2024 and January 15, 2025 remain unpaid. The lenders have agreed to defer payment of principal and no repayment date has yet been specified. Interest continues to accrue at the stated rate of 15%.
The short term advance was loaned to the Company by an individual related to the CEO. The loan does not have any fixed repayment terms and is unsecured. The advance is interest-free.
16. Lease Liabilities
The following schedule shows the movement in the Company's lease liability related to premise and equipment leases during the six months ended June 30, 2024:
| Lease Liabilities | Right of Use Assets | Equipment Finance Leases | Total |
|---|---|---|---|
| Balance as of September 30, 2023 | $ 2,355,153 | $ 368,814 | $ 2,086,364 |
| Interest expense | 298,309 | 36,446 | 287,979 |
| 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 as of September 30, 2024 | $ 2,235,640 | $ 212,989 | $ 2,448,629 |
| Interest expense | $ 200,090 | $ 13,630 | $ 213,720 |
| Lease payments | (373,570) | (128,522) | (502,092) |
| Disposals | - | - | - |
| Additions | - | - | - |
| Balance as of June 30, 2025 (unaudited) | $ 2,062,160 | $ 98,097 | $ 2,160,257 |
Odd Burger Corporation
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For nine months ended June 30, 2025 and 2024
(Expressed in Canadian dollars except for per share amounts)
- Lease Liabilities (Continued)
| Lease Liabilities | Right of Use Assets | Equipment Finance Leases | Total |
|---|---|---|---|
| Current | $ 231,880 | $ 148,205 | $ 380,085 |
| Non-current | 2,003,760 | 64,784 | 2,068,544 |
| Balance as of September 30, 2024 | $ 2,235,640 | $ 212,989 | $ 2,448,629 |
| Current | $ 195,090 | $ 77,612 | $ 272,702 |
| Non-current | 1,867,070 | 20,485 | 1,887,555 |
| Balance as of June 30, 2025 (unaudited) | $ 2,062,160 | $ 98,097 | $ 2,160,257 |
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.
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 | $ 438,960 | $ 73,201 | $ 512,161 |
| 1 to 2 years | 426,300 | 20,817 | 447,117 |
| 2 to 3 years | 432,063 | - | 432,063 |
| 3 to 4 years | 439,890 | - | 439,890 |
| 4 to 5 years | 439,419 | - | 439,419 |
| After 5 years | 977,925 | - | 977,925 |
| Total | $ 3,154,557 | $ 94,018 | $ 3,248,575 |
- Share Capital
Authorized Capital
The Company is authorized to issue an unlimited number of common shares. As of June 30, 2025, the Company has 98,435,017 shares outstanding.
Odd Burger Corporation
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For nine months ended June 30, 2025 and 2024
(Expressed in Canadian dollars except for per share amounts)
17. Share Capital (Continued)
Outstanding 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.
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 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 21, 2025, 12,600 broker warrants were exercised. Each warrant had an exercise price of $0.25 per warrant resulting in the issuance of 12,600 shares with $3,150 allocated to share capital.
On January 24, 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 proceeds of $964,800 (after reflecting finders fees paid to a third party of $37,200). 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 $606,755 to share capital and $358,045 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 $7,277 in cash of which $2,700 was recorded as an expense and $4,577 as a reduction to share capital
18. 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.
Odd Burger Corporation
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For nine months ended June 30, 2025 and 2024
(Expressed in Canadian dollars except for per share amounts)
- Stock Options (Continued)
| Number of Options | Weighted Avg Exercise Price | |
|---|---|---|
| Outstanding September 30, 2024 | 7,424,487 | $ 0.37 |
| Granted | 500,000 | 0.25 |
| Forfeited or Expired | (900,000) | 0.29 |
| Outstanding June 30, 2025 (unaudited) | 7,024,287 | $ 0.36 |
As at June 30, 2025, the weighted average remaining life of stock options was 2.01 years.
| 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 | 41,667 | 41,667 | December 31,2026 |
| August 22, 2022 | $ 0.40 | 150,000 | 100,000 | August 22, 2027 |
| May 10, 2023 | $ 0.15 | 850,000 | 583,333 | May 10, 2028 |
| April 25, 2024 | $ 0.15 | 1,500,000 | 1,500,000 | April 25, 2029 |
| March 31, 2025 | $ 0.25 | 500,000 | - | March 31, 2030 |
| 7,024,287 | 6,207,620 |
The weighted average price of stock options vesting in the nine months ended June 30, 2025, was $0.27. 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 and nine months ending June 30, 2025, the Company recognized share-based compensation expense of $14,704 and $30,539 (June 30, 2024 - $151,299 and $184.408) in equity reserves and reversed $24,797 and $24,797 (March 31, 2024 - nil and $79,127) share-based compensation expense for unvested options for a departing directors and a terminated employee. 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.
Odd Burger Corporation
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For nine months ended June 30, 2025 and 2024
(Expressed in Canadian dollars except for per share amounts)
18. Stock Options (Continued)
Warrants
| Expiry Date | Exercise Price | Outstanding September 30, 2024 | Issued | Expired | Exercised | Outstanding June 30,2025 | |
|---|---|---|---|---|---|---|---|
| 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 | - | (11,200) | (12,600) | - |
| 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 | 1,725,000 | - | 1,275,000 | ||
| Private Placement | December 30, 2027 | $ 0.30 | - | 1,720,000 | - | - | 1,720,000 |
| December 30, 2024 | |||||||
| Broker's Warrants | January 24, 2027 | $ 0.25 | - | 148,800 | - | - | 148,800 |
| Private Placement | January 24,2027 | $ 0.30 | - | 4,008,000 | - | - | 4,008,000 |
| January 24, 2025 | 7,580,599 | 5,876,800 | (6,292,999) | (12,600) | 7,151,800 |
The weighted average exercise price of warrants outstanding at June 30, 2025 was $0.31.
19. 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 nine months ended June 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 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 nine month ended June 30, 2024, the Company received two Notice to Arbitrate from former franchisees pursuant to the franchise agreement signed in 2021 and 2022. One of these notices was settled in the quarter ended June 30, 2025 with payments totalling $262,500 being paid over five fiscal quarters beginning in July 2025. The present value of this amount has been accrued in the financial statements. To date there is no accrual for the other Notice to Arbitrate. 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 consolidated financial statements.
Odd Burger Corporation
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For nine months ended June 30, 2025 and 2024
(Expressed in Canadian dollars except for per share amounts)
20. 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 during the period is as follows:
| (Unaudited) | (Unaudited) | |||
|---|---|---|---|---|
| Three months ended | Nine months ended | |||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |
| Salaries, social charges | $ - | $ 100,935 | $ - | $ 327,180 |
| and other personnel expenses | ||||
| Share based payments* | (9,796) | 25,178 | 4,214 | 30,512 |
| $ (9,796) | $ 126,113 | $ 4,214 | $ 357,912 |
*Black-Scholes fair value at time of issue
21. 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.
Odd Burger Corporation
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For nine months ended June 30, 2025 and 2024
(Expressed in Canadian dollars except for per share amounts)
22. Financial Instruments and Risk Management
Financial Instruments
The Company initially recognizes cash, accounts receivable, 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 June 30, 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 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.
Odd Burger Corporation
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For nine months ended June 30, 2025 and 2024
(Expressed in Canadian dollars except for per share amounts)
22. Financial Instruments and Risk Management (Continued)
The aging of the company's trade receivables as at June 30, 2024 and September 30, 2023 was as follows:
| June 30, 2025 (unaudited) | Current | 1-30 days | 30-60 days | >60 days | Total |
|---|---|---|---|---|---|
| Trade receivable | $ 26,971 | $ 21,199 | $ 12,303 | $ 89,433 | $ 149,905 |
| Expected credit loss | (19,795) | ||||
| 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 non-discounted contractual cash flows at the reporting date:
| June 30, 2025 (unaudited) | Within 1 year | Between 1 – 2 years | Between 2 – 5 years | Beyond 5 years | Total |
|---|---|---|---|---|---|
| Trade and other payables | $ 3,180,817 | $ - | $ - | $ - | $ 3,180,817 |
| Customer deposits | 267,500 | - | - | - | 267,500 |
| Loans payable | 592,069 | 56,023 | - | - | 648,092 |
| Lease liabilities | 512,161 | 447,117 | 1,311,372 | 977,925 | 3,248,575 |
| $ 4,552,547 | $ 503,140 | $ 1,311,372 | $ 977,925 | $ 7,344,984 | |
| 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 June 30, 2024, a 1% change in prevailing interest rates would change the annualized interest charges incurred by $5,381 (June 30, 2024 - $5,124).
Commodity price risk
The Company is exposed to increases in the prices of commodities in operating its Company-owned restaurants. To manage this exposure, the Company uses purchase arrangements for a portion of its needs for certain consumer products that may be commodities based.
Odd Burger Corporation
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For nine months ended June 30, 2025 and 2024
(Expressed in Canadian dollars except for per share amounts)
23. 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) | (Unaudited) | |||
|---|---|---|---|---|
| Three months ended | Nine months ended | |||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |
| Corporate restaurant sales | $ 465,879 | $ 750,332 | $ 1,422,180 | $ 2,114,149 |
| Food processing sales | 465,134 | 55,447 | 780,317 | 161,722 |
| Total food sales | $ 931,013 | $ 805,779 | $ 2,202,497 | $ 2,275,871 |
| Franchise revenue | 113,633 | 73,588 | 300,780 | 138,350 |
| $ 1,044,646 | $ 879,367 | $ 2,503,277 | $ 2,414,221 |
Contract assets and liabilities
As at June 30, 2024 and September 30, 2023, the Company had contract assets and liabilities as follows:
Contract asset – Deferred Charges
| (Unaudited) June 30, 2025 | September 30, 2024 | |
|---|---|---|
| Balance beginning of the period/year | $ 111,832 | $ 125,410 |
| Costs incurred | - | - |
| Recognized as expense | (10,183) | (13,578) |
| Balance, end of period/year (Note 7) | $ 101,649 | $ 111,832 |
| Less current portion | $ (13,578) | $ (13,578) |
| Deferred charges | $ 88,071 | $ 98,254 |
During the year ended September 30, 2022, the Company began to engage third parties to identify potential new franchisees. 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) June 30, 2025 | September 30, 2024 | |
|---|---|---|
| Franchise fees - licence of intellectual property | ||
| Balance, beginning of period/year | $ 486,102 | $ 395,580 |
| Receipts | - | 137,393 |
| Revenue recognized | (87,516) | (46,871) |
| Balance, end of period/year (Note 14) | $ 398,586 | $ 486,102 |
Odd Burger Corporation
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For nine months ended June 30, 2025 and 2024
(Expressed in Canadian dollars except for per share amounts)
23. Revenue (Continued)
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) | ||
|---|---|---|
| June 30, 2025 | September 30, 2024 | |
| Within one year | $ 62,762 | $ 54,489 |
| 1 to 2 years | 132,524 | 108,979 |
| 3 to 4 years | 111,562 | 108,978 |
| 5 to 10 years | 91,738 | 178,655 |
| $ 398,586 | $ 451,101 |
24. Expenses
Cost of goods sold is made up of the following items:
| (Unaudited) | (Unaudited) | |||
|---|---|---|---|---|
| Three months ended | Nine months ended | |||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |
| Materials and services | $ 299,954 | $ 253,184 | $ 734,729 | $ 712,857 |
| Capitalized overhead | 264,016 | 199,462 | 685,399 | 621,260 |
| Depreciation | 37,101 | 21,070 | 125,215 | 131,501 |
| $ 601,071 | $ 473,716 | $ 1,545,343 | $ 1,465,618 |
General and administrative expenses are made up of the following items:
| (Unaudited) | (Unaudited) | |||
|---|---|---|---|---|
| Three months ended | Nine months ended | |||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |
| Advertising | $ 7,709 | $ (52,570) | $ 50,055 | $ 36,096 |
| Depreciation | 111,178 | 99,439 | 259,218 | 285,870 |
| Rent and other occupancy costs | (23,154) | 83,225 | 190,736 | 205,771 |
| Other | 127,179 | (15,717) | 435,543 | (125,880) |
| $ 222,912 | $ 114,377 | $ 935,552 | $ 671,369 |
Odd Burger Corporation
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For nine months ended June 30, 2025 and 2024
(Expressed in Canadian dollars except for per share amounts)
25. Non-Cash Working Capital
The change in non-cash working capital is comprised of the following:
| (Unaudited) Nine months ended June 30, 2025 | (Unaudited) Nine months ended June 30, 2024 | |
|---|---|---|
| Accounts receivable and other receivables | $ (368,794) | $ (98,069) |
| Inventory | 31,868 | 4,123 |
| Prepaid expenses and deposits | (132,768) | (5,470) |
| Deferred charges | 10,183 | 10,183 |
| Accounts payable and accrued liabilities | (235,818) | (14,376) |
| Customer deposits | (22,500) | (35,000) |
| Deferred revenue | (89,863) | 75,768 |
| $ (807,692) | $ (62,841) |
26. Comparative figures
Certain comparative figures have been reclassified to conform to the June 30, 2025 unaudited condensed interim consolidated financial statements with no effect on our previously reported consolidated results of operations, consolidated financial position, or consolidated cash flows.