ODD BURGER CORPORATION
(the “Company”)
MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2024

The following discussion of the operating results and financial position of Odd Burger Corporation Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards, commonly referred to as "IFRS".

The following MD&A has been prepared by management, as of January 28, 2025 and provides a narrative about our financial performance and condition that should be read in conjunction with the Audited Consolidated Financial Statements and related notes contained therein which have been prepared under IFRS. The information contained herein is not a substitute for detailed investigation or analysis on any particular issue. The information in this MD&A is not intended to be a comprehensive review of all matters and developments concerning the Company.

All financial information in this MD&A has been prepared in accordance with IFRS and all dollar amounts are quoted in Canadian dollars, the reporting and functional currency of the Company, unless specifically noted.

FORWARD-LOOKING STATEMENTS

This MD&A may contain "forward-looking statements" that reflect the Company's current expectations and projections about its future results. Forward-looking statements are statements that are not historical facts, and include, but are not limited to: estimates and their underlying assumptions; statements regarding plans, objectives, and expectations with respect to future operations, capital raising initiatives, the impact of industry and macroeconomic factors on the Company's operations, and market opportunities; and statements regarding future performance.

Forward-looking statements used in this MD&A are subject to various risks, uncertainties, and other factors, most of which are difficult to predict and are generally beyond the control of the Company. These risks, uncertainties and other factors may include, but are not limited to, those set forth under "Risks and Uncertainties" below.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this MD&A or as of the date otherwise specifically indicated herein. Due to risks, uncertainties, and other factors, including the risks, uncertainties and other factors identified above and elsewhere in this MD&A, actual events may differ materially from current expectations. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by securities law.

OVERVIEW AND OVERALL PERFORMANCE

History

The Company was incorporated on January 20, 2015, under the laws of the province of British Columbia, Canada. The Company changed its name from Globally Local Technologies Inc. to Odd Burger Corporation on July 5, 2021. The Company's head office is located at 505 Consortium Court, London Ontario, N6E 2S8. On April 16, 2021, the Company commenced trading on the TSX Venture Exchange ("TSXV") under the symbol "GBLY". With the subsequent name change, The Company now trades under the symbol "ODD."

In April 2021, Black Lion and Globally Local completed a qualifying transaction on the TSX Venture Exchange. Pursuant to the Transaction, the Company: (a) consolidated its common shares on the basis of one (1) post-consolidation common share for every 2.5 pre-consolidation common share; (b) acquired all of the securities of Globally Local in exchange for securities of the Company pursuant to the terms of the Amalgamation Agreement; (c) effected an amalgamation between 2801318 Ontario Ltd, a wholly owned subsidiary of Black Lion (“Subco”) and Globally Local, with Globally Local being the surviving entity, on the terms and conditions set forth in the Amalgamation Agreement, whereby the holders of the securities of Globally Local received securities of the Company on a one-for-one basis; (d) reorganized the management and the Board of Directors of the Company; and (e) approved and registered a name change of the Company from Black Lion Capital Corp. to “Globally Local Technologies Inc”.

Globally Local also completed the previously announced Offering of $4,200,000 of aggregate gross proceeds of subscription receipts. The subscription receipts were offered at an issuance price of $0.40 per subscription receipt and each subscription receipt automatically entitled the holder thereof, without payment of any additional consideration and without any further action on the part of the holder, to acquire one Globally Local share upon the satisfaction of certain escrow release conditions, all in accordance with the terms and conditions of a subscription receipt agreement dated April 13, 2021 between Globally Local, what was formerly Black Lion Capital Corp., the Agent and AST Trust Company (Canada)(the “Subscription Indenture”). All the subscription receipts have now been converted and exchanged for Company Shares. The Private Placement was led by Canaccord Genuity Corp. In connection with the Offering, the Agent (and sub-agents) were paid a cash commission of $336,000, a corporate finance fee of $50,000 and received 840,000 Agents’ Compensation Options to acquire 840,000 Company Shares at a price of $0.40 per share for a period of two years.

On June 10, 2022, the Company announced the closing of their private placement for aggregate proceeds of $929,000, issuing 2,322,500 units for a unit price of $0.40. Each unit consists of one common share and one common share purchase warrant, with each warrant can be exercised into one common share with an exercise price of $0.60 for a period of two years.

On October 7, 2022, the Company completed a non-brokered private placement and issued 979,999 Units of the Company (the "Units") at a price of $0.35 per Unit for aggregate gross proceeds of $343,000. 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 $0.55 per Common Share on or before October 7, 2024.

On January 24, 2023 and February 3, 2023, the Company completed a private placement and issued 5,278,000 Units of the Company (the "Units") at a price of $0.25 per Unit for aggregate gross proceeds of $1,319,500. 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 $0.40 per Common Share within 24 months. Proceeds from the private placement were allocated to share capital and the warrants based on the relative fair value of the proceeds. The Company issued 23,800 broker warrants in connection of this private placement. Each broker warrant entitles the holder to purchase one unit of the Company. Each Unit is comprised of one common share and one common share purchase warrant (each a "Unit Warrant") at an exercise price of $0.25 per Unit until January 24, 2025. Each Unit Warrant entitles the holder to purchase one common share at an exercise price of $0.40 per Warrant until January 24, 2025.

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 $0.30 per Common Share on or before January 29, 2026.

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.

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.

Overview

Odd Burger Corporation is a franchised vegan fast-food restaurant chain and food technology company that manufactures a proprietary line of plant-based protein and dairy alternatives. Its manufactured products are distributed to Odd Burger restaurant locations through its foodservice line and also sold at grocery retailers through its consumer-packaged goods (CPG) line. Odd Burger restaurants operate as smart kitchens, which use state-of-the-art cooking technology and automation solutions to deliver a delicious food experience to customers craving healthier and more sustainable fast food. With small store footprints optimized for delivery and takeout, advanced cooking technology, competitive pricing, a vertically integrated supply chain along with healthier ingredients, Odd Burger is revolutionizing the fast-food industry by creating guilt-free fast food that can be enjoyed at its restaurant locations or at home though its CPG line.

Competitive Strengths

Streamlined Restaurant Operations and Service through Innovation – Odd Burger restaurants utilize highly efficient and compact store designs together with state of the art (largely automated) cooking equipment. This focus on technology and optimized production strategies reduces staff training time, allows more food to be cooked by fewer employees and provides best in class food consistency and freshness for customers. Odd Burger has spent years developing its systems, training, technology and store design which has positioned the Company to now grow rapidly through a franchise model.

Consumer Choice and Consumer Confidence – The Odd Burger restaurant menu is broad, with over 40 current menu items ranging from plant-based burgers, fries, chicken, breakfast sandwiches, wraps, milkshakes, ice cream, and other desserts, all at prices comparable with other major fast-food chains. Cross contamination with animal-proteins is completely avoided since all Odd Burger restaurants use 100% plant-based products, which provides comfort for customers who seek to avoid animal products and allows the company to connect its brand and products with the vegan community.

Proprietary Ingredients and Vertical Integration – Preposterous Foods, the company’s wholly-owned subsidiary, supplies Odd Burger with its innovative plant-based proteins and sauces. Ownership of Preposterous Foods provides Odd Burger with a vertically integrated supply chain, whereby the company controls all aspects of its business and operations, including ingredients, pricing models, recipe development, manufacturing

processes and quality control, and allows Odd Burger to maintain complete control of all customer feedback to continually improve recipe formulations.

Revenue Model and Growth Strategy

Background: Corporate-Owned Restaurants – Odd Burger originally focused on the development of corporate-owned restaurants. The company launched seven corporate-owned locations in seven different cities, each intentionally chosen to expand Odd Burger’s brand recognition and operations in diverse communities. Through operating multiple locations, the Company also developed management techniques and training materials that will be used to support and develop multi-unit franchise operators. The Company is not currently planning any additional growth through corporate owned restaurant locations.

The Future: Franchise Restaurants Growth – The Company plans to primarily drive growth through a franchise model. Odd Burger charges an upfront franchise fee and recurring royalties based on gross sales. Franchisees are responsible for the cost of building the locations, rent, opening inventory costs, staffing costs and all overhead associated with the operations. Partnering with franchisees greatly reduces the company’s capital requirements compared to growth through corporate owned restaurants.

Area Representative Agreements – Odd Burger plans on using area representative agreements to drive franchise sales and provide local support for franchisees. These agreements provide financial incentives for area representative to sell franchises as well as assist franchisees to successfully find locations, complete their buildouts, maintain brand standards and provide operational support to franchisees. Area representatives are contractually obligated to open a set number of restaurants per year in their territory, which provides Odd Burger with clear growth targets each year. These growth targets can then be used to plan future food manufacturing needs, thereby reducing risk in investing in additional manufacturing capacity.

Preposterous Foods – Odd Burger’s food manufacturing division will be the primary revenue driver for the company as the restaurant franchise model grows. Franchisees are required to use food suppliers specified by the company and this provides Preposterous Foods with a large and secured revenue stream, which will drive investment into scaling manufacturing facilities, improving efficiency and product costing. Preposterous Foods can also sell food to external restaurants through its existing relationship with Sysco, however this strategy will be carefully launched, in order to ensure franchisees still retain a number of unique products.

CPG Product Line – In September 2023, Odd Burger launched a CPG product line, which allows customers to prepare select Odd Burger products at home. The initial product launch was comprised of five plant-based proteins including Odd Burger’s Crispy ChickUn Burger, Smash Burger, Chickpea Burger, Breakfast Sausage and ChickUn Pretenders. The CPG line provides an opportunity to further expand the presence of the Odd Burger brand, potentially scale its revenue faster and reach more customers due to an increased number of retail distribution points. The CPG growth strategy began by targeting independent retailers, with the intention to expand to national distributors once consumer acceptance has been proven.

Odd Stock Program – The Company launched an innovative franchising initiative called the Odd Stock Program which allows franchisees to become eligible to have part of their initial franchise fee waived by investing an equivalent amount into the Company through a private placement or, with the consent of Odd Burger, acquire shares on the open market. The program allows franchisees to use an amount they would otherwise be required to pay as a franchise fee to the Company to purchase Odd Burger Common Shares, turning that amount into an investment, instead of a cost. The Company launched this program in February 2023 through its private placement, and anticipates that it will result in a significant increase in the number of franchise units under development.

Summary of Restaurant Locations – Opened and Future

The following table provides a summary of existing open restaurants and restaurants committed to be opened, including whether each restaurant is expected to be corporate or franchised.

| Status
September 30, 2024 | Projected
Opening | Franchise

of stores or mobile units | Corporate

of stores | Total |

| --- | --- | --- | --- | --- |
| Open | N/A | 12 | 6 | 18 |
| Under Construction | Fall 2024 | 4 | 0 | 4 |
| Active Site Search | N/A | 3 | 0 | 3 |
| TOTALS | | 19 | 6 | 25 |

Summary of Area Representative Franchise Agreements

The following table provides a summary of area representative agreements signed.

Territory	Development Quota (# units)	Time Frame (years)
Alberta/BC	36	7
Ontario	40	8
Washington, US	20	8
Florida, US	40	8
TOTALS	136

Summary of Franchise Agreements

The Company currently has 11 operational franchise units and 6 operational corporate units as noted in the chart above. The Company has an additional 7 franchise locations under various stages of development for a total of 24 locations operational or under development. The company has also signed 4 area representative agreements to date, including one in Ontario, one for the territory of British Columbia and Alberta, one for the state of Washington, US and another for the state of Florida, US. There is currently a total of 136 units committed to be opened over the next 8 years through Area Representative agreements.

Preposterous Foods

Preposterous Foods Inc. (a subsidiary of Odd Burger, formerly Globally Local Food Services) manufacturing facility received the Hazard Analysis Critical Control Point (HACCP) certification in August 2021, validating the measures in place to ensure food safety and quality control.

In order to keep up with the pace of restaurant growth, Preposterous Foods Inc. must grow. Rather than add distribution centers, the Company has focused on a strategic partnership with Sysco Corporation. This partnership gives the Company access to distribution across Canada and the USA. The Company has completed the process of making select products available to external restaurants and institutions through its distribution agreement with Sysco. In June 2022, the Company placed an offer to purchase land from City of London, Ontario for the development of a 50,000 square foot food manufacturing facility. The Company has since determined that it has the ability to manage its short-term growth without adding a new manufacturing facility and has cancelled the land

deal. The Company has since initiated discussions with a number of co-manufacturers to assist the Company in scaling its food manufacturing output in the future without incurring any significant capital costs.

On July 18, 2023, the Company announced it is launching a new CPG line designed specifically for retail sales channels. This CPG line is manufactured by Preposterous Foods but is branded under the Odd Burger brand. The retail line is currently distributed through Sysco and is sold at all Odd Burger restaurant locations. The CPG line is also sold by a number of smaller independent retailers and received a listing in Whole Foods Markets Canada, which is Odd Burger's first national retailer to pick up its CPG line. In October, 2024, the Company announced that the CPG would be available at select Goodness Me! Natural Food Market locations across Ontario.

SUMMARY OF QUARTERLY RESULTS

The following table sets forth unaudited selected financial information for each of the last eight quarters.

Quarter Ended	Sept 30, 2024	June 30, 2024	Mar 31, 2024	Dec 31, 2023
Revenue	$685,124	$879,367	$800,481	$734,373
Net Loss and Comprehensive Loss	$(1,347,896)	$(120,467)	$(383,829)	$(275,808)
Net Loss Per Share	$(0.015)	$(0.001)	$(0.004)	$(0.003)
Quarter Ended	Sept 30, 2023	June 30, 2023	Mar 31, 2023	Dec 31, 2022
---	---	---	---	---
Revenue	$883,596	$860,020	$738,021	$781,511
Net and Comprehensive Loss	$(1,529,492)	$(842,074)	$(972,560)	$(1,257,980)
Net Loss Per Share	$(0.020)	$(0.010)	$(0.010)	$(0.015)

Discussion of Results for the Three Months Ended September 30, 2024

Food sales for the three months ended September 30, 2024 were down $167,361 or 19.6% over the same quarter last year. This decline was principally due to the Company's strategy of transitioning location to franchised locations rather than corporate stores. The Whitby store was franchised in Q1 of 2024 and the Vaughan store was moved to a franchise-operated location in Q3 of 2024. As the Company continues to add franchised locations, the growth of food sales will come from sales to franchisees.

Franchise revenues were down $14,109 or 22.6% over the same quarter in 2023. This decline results from certain franchisees who participate in the Company's Odd Stock Program and obtain a franchise fee waiver as well as lower marketing fees during the quarter.

Gross margin for the three months ended September 30, 2024 is $56,397 or 8.2%, a decline of $314,815 over the gross margin for the three months ended September 30, 2023 of $371,212 or 43.5%. This decline was due to increased overhead allocations to cost of sales in the fourth quarter of 2024.

Salaries and wages were $166,177 for the three months ended September 30, 2024, a decline of $141,670 to the $290,602 for the same quarter last year. This decline is principally due to tightening staff levels. In particular, there was no full time CFO in the fourth quarter of 2024 and the CEO and CFO foregoed part of their compensation.

Professional fees were $618,117 for the three months ended September 30, 2024, compared to $354,097 for the same quarter last year. Professional fees for the three months ended September 30, 2024 were higher than last year due to higher than anticipated legal and audit fees as well as consulting contracts to support the open CFO role.

Selling, general and administrative expenses for the three months ended September 30, 2024, were $143,713, a decrease of $813,178 over the same quarter last year. Much of this decline relates to a reversal in the current quarter of expected credit losses of $426,000 set up at the end of fiscal 2023 for the Brampton and Calgary franchised locations as these locations were ultimately re-leased. In addition, lower amortization of right of use leased assets due to the transfer of corporate stores to franchises, as well as targeted reductions in spending during the quarter drove the balance of the reduction.

Discussion of Results for the year ended September 30, 2024

Year Ended	September 30, 2024	September 30, 2023	September 30, 2022
Total Revenue	$3,099,345	$3,243,091	$2,952,028
Net Loss	$2,128,000	$4,602,106	$4,285,736
Per Share Net Loss	$0.02	$0.05	$0.05
Total Assets	$3,798,209	$4,420,372	$5,224,062
Non-Current Financial Liabilities	$2,596,010	$2,736,711	$2,269,242

Food sales for the twelve months ended September 30, 2024 were down $143,746 or 4.4% over the previous year. This decline is principally due to a $227,000 decline in corporate stores revenue offset by an increase in revenue of $84,000 from Preposterous foods. The store decline is due to the transition of the Whitby store to a franchise and the transfer of the Vaughan location to a franchise-operated site in the third quarter of 2024 (in aggregate $508,000), a decline in same store year-over-year sales (in aggregate $297,000), offset by full-year sales at Windsor and part-year sales in Brampton and Calgary while these locations were corporate stores ($564,000 increase).

As the Company continues to add franchised locations, the growth of food sales will come from sales to franchisees. Franchise revenues were up $186,663, a slight decline over the $190,527 from the previous year. The Company expects this to grow into fiscal 2025 as more locations are franchised.

Gross margin for the year ended September 30, 2024 is 33.4%, which is an increase of $161,661 or 19.1% over the 26.0% margin reported previous year. The improvement was driven by a focus on labour staffing and productivity at the store level and at the Preposterous foods manufacturing location.

Salaries and wages were $358,943 less than the previous year ended September 30, 2023. The salaries for the year ended September 30, 2024 included stock option expense of $203,213, versus $309,739 for the year ended September 30, 2023. The Company has also reduced head office staffing in the current year versus the previous year and senior management have also foregone part of their overall compensation to support the business.

Professional fees declined by $476,475 compared to the year ended September 30, 2023. This decline was driven by lower legal and audit fees when compared to the prior year (the prior year expense included fees relating to the filing an F1 form with the SEC in advance of a potential security offering in the USA and the legal fees related to setting up new franchise operations. Additionally, $147,600 of deferred financing costs were written off in the prior year as the market timing of the USA offering is no longer certain.

Selling, general and administrative expenses declined by $1,050,160 or 43% compared to the year ended September 30, 2023. This decline is the result of an expected credit loss recognized in the prior year offset by a reversal of this expense as these locations were re-leased in the current year, lower depreciation and amortization expenses and lower advertising expenses when compared to the prior year.

Interest expense for the year ended September 30, 2024 was $267,336, a decrease of $52,802 or 16.5% over the previous year. This decline is a result of the lower right-of-use liabilities and their related interest accretion and offset by an increase in interest expense related to the Company’s loans.

In other income and expenses, the prior year included an impairment on property and equipment of $210,874 compared to nil in the current year. The current year also reflects a gain on disposition of property and equipment of $31,786 compared to a loss of $24,296 in the prior year. Finally, finance income on lease receivables increased to $168,551 from $86,964 in the prior year due to increased leasing activity of locations to franchisees in the current year when compared to the prior year.

LIQUIDITY AND CAPITAL RESOURCES

On October 7, 2022, the Company announced the closing of a private placement for aggregate proceeds of $343,000, issuing 980,000 units for a unit price of $0.35. Each unit consisted of one common share and one common share purchase warrant, with each warrant exercisable into one common share at an exercise price of $0.55, for a period of two years.

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 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.

Odd Burger intends to finance ongoing operations through a combination of private placements and accessing existing lines of credit. During first quarter of 2024, the Company secured two lines of credit for a total of $500,000. One of the lines of credit was extended by an additional $250,000 during the second quarter of 2024. In addition, the Company raised $255,000 in a private placement during second quarter of 2024 and intends on completing additional private placements to finance operations. The Company also intends to raise additional capital by selling single unit franchises and territory franchise development agreements in the US and Canada.

There is no assurance that the Company will be successful in this initiative or in raising additional capital on commercially reasonable terms or at all. See “Risks and Uncertainties.”

The Company is not committed to any significant future costs to execute its strategy, other than the leases costs. The lease costs are satisfied by the normal working capital generated by the restaurant operations and in the case of a franchise location are covered by the franchisee.

The following is a summary of the Company’s working capital as of September 30, 2024, and September 30, 2023:

	September 30, 2024	September 30, 2023
Current Assets	$ 528,182	$ 990,459
Current Liabilities	$ 4,670,038	$ 3,476,715
Working Capital Deficit	$ (4,141,856)	$ (2,486,256)

The Company is currently in a working capital deficit and will need to raise capital through issuances of debt or equity. See “Risks and Uncertainties.”

Current assets on September 30, 2024 were comprised mainly of cash of $61,473, accounts receivable of $228,356, inventory of $190,816, current portion of prepaids of $8,675, current portion of lease receivable of $25,282, and current portion of deferred charges of $13,578. Current liabilities on September 30, 2024 were comprised mainly of accounts payable and accrued liabilities of $3,416,634, current portion of lease liabilities of $380,085, customer deposits of $290,000, current portion of loans payable of $508,539 and deferred revenue of $74,780.

The decrease in working capital was due to the financing of the corporate overhead costs while the Company scales to a sustainable size. The Company has continued to use private placements and debt facilities to finance its business.

Cash Flow

The following table summarizes cash flows for the years ended September 30, 2024 and 2023:

Year ended	September 30, 2024	September 30, 2023
Cash used in operating activities	$ (621,560)	$ (1,249,932)
Cash provided by investing activities	$ 504,402	$ 102,303
Cash provided by financing activities	$ 58,126	$ 832,049
Decrease in cash during the period	$ (59,032)	$ (315,580)

Operating Activities

The decrease in cash used during the year ended September 30, 2024 compared to the year ended September 30, 2023, was primarily due to the reduction of operating expenses and increase in gross profit.

Investing Activities

The cash provided by investing activities for the year ended September 30, 2024 was as a result of net proceeds of selling the Whitby operation for $232,693, proceeds of $273,761 from sales property and equipment related to the Calgary and Vaughan stores, netted against the purchase of property and equipment of $2,052.

Financing Activities

In the year ended September 30, 2024, there were net proceeds of $456,108 received from loans payable and $250,002 from private placements, offset by the repayment of loans of $56,922 and payments of lease liabilities of $591,062. In the year ended September 30, 2023, there were net proceeds of $1,448,525 from private placements and $7,924 in proceeds from leases, offset by the repayment of loans and leases of $624,399.

Liquidity and Capital Management

Liquidity relates to the meeting the Company's obligations associated with financial liabilities. The financial liabilities 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 Company believes it cannot meet its growth objectives and liquidity needs in the next twelve months without an additional capital injection.

The following are the remaining non-discounted contractual cash flows at the reporting date:

As at September 30, 2024 (unaudited)	Within 1 year	Between 1 – 2 years	Between 2 – 5 years	Beyond 5 years	Total
Trade and other payables	$ 3,416,634	$ -	$ -	$ -	$ 3,416,634
Customer deposits	290,000				290,000
Loans payable	508,539	67,267	-	-	508,539
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
As at September 30, 2023
Trade and other payables	$ 2,693,198	$ -	$ -	$ -	$ 2,693,198
Customer deposits	220,000				220,000
Loans payable	137,213	37,794	-	-	175,007
Lease liabilities	653,681	665,475	1,331,267	1,565,613	4,216,036
	$ 3,704,092	$ 703,269	$ 1,331,267	$ 1,565,613	$ 7,304,241

The Company intends to focus on growing through franchising, which reduces the need for funds for expansion. Each franchisee becomes a customer for Preposterous Foods and the company anticipates that this is where the future growth will be generated.

The Company's objective in managing capital is to ensure sufficient liquidity position to safeguard the Company's ability to continue as a going concern 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 research and development activities, corporate and administration expenses, working capital and overall capital expenditures. The Company historically has relied on private placements of common shares and debt 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.

DISCLOSURE OF OUTSTANDING SHARE DATA

The Company is authorized to issue an unlimited number of common shares. As of September 30, 2024, the Company had 92,694,417 common shares, issued and outstanding, 7,580,599 warrants outstanding, and 7,424,287 incentive stock options outstanding.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

TRANSACTIONS BETWEEN RELATED PARTIES

Related party transactions

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 subsidiary, directly or indirectly, including any external director of the Company and/or its subsidiary. Key management includes the Company’s Chief Executive Officer, Chief Operating Officer and Chief Financial Officer and its external directors.

In October 2022, in connection with a private placement, the Company issued 285,714 common shares and 285,714 warrants to purchase the company’s common stock to two Officers of the Company.

In October 2022, in connection with a private placement, the Company issued 142,857 common shares and 142,857 warrants to purchase the company’s common stock to an entity controlled by a director of the Company.

In January 2023, 400,000 common shares and 400,000 warrants to purchase the Company’s common stock were issued.

Compensation of key management is included in the unaudited condensed interim consolidated financial statements were as follows:

	Year ended September 30, 2024	Year ended September 30, 2023
Salaries, social charges and other personnel expenses	$ 201,056	$ 469,569
Share based payments*	42,762	271,040
	$ 243,818	$ 767,609

*Black-Scholes fair value at time of issue

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 condensed interim consolidated financial statements.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in accordance with IFRS requires the Company to make judgments, estimates and assumptions that affect the application of accounting policies, the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the period. The Company's management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised.

Judgments, estimates and assumptions where there is significant risk of material adjustments to assets and liabilities in future accounting periods include the application of the going concern assumption, net realizable value of inventory, collectability of accounts, notes and lease receivables, carrying value of property and equipment, and right-of-use assets, the fair value measurements for financial instruments, impairment of non-financial assets, the fair value of share-based payment transactions, and the recoverability and measurement of deferred tax assets.

Risk factors

The following information is a summary only of certain risk factors and is qualified in its entirety by reference to, and must be read in conjunction with, the detailed information set out elsewhere in this MD&A and in the information that is available under the Company's profile on SEDAR at www.sedar.com. These risks and uncertainties are not the only ones the Company is facing. Additional risks and uncertainties not presently known to the Company, or that the Company currently deems immaterial, may also impair operations. If any such risks occur, the business, financial condition, liquidity, and results of operations could be materially adversely affected.

Forward-Looking Information

Certain information set out in this MD&A includes or is based upon expectations, estimates, projections or other "forward looking information". Such forward-looking information includes projections or estimates made by the Company about the Company's future business operations. While such forward looking statements and the assumptions underlying them are made in good faith and reflect the Company's management's current judgment regarding the direction of business, actual results will almost certainly vary (sometimes materially) from any estimates, predictions, projections, assumptions, or other type of performance suggested here.

Market Risk for Securities

There can be no assurance that an active trading market for the Company's shares will be established and sustained. The market price for the shares could be subject to wide fluctuations. Factors such as commodity prices, government regulation, interest rates, share price movements of peer companies and competitors, as well as overall market movements, may have a significant impact on the market price of the Company's securities. The stock market has from time- to- time experienced extreme price and volume fluctuations, which have been unrelated to the operating performance of particular companies.

Speculative Nature of Investment Risk

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An investment in the Company's securities carries a high degree of risk and should be considered as a speculative investment. The Company has a limited history of earnings, negative cash flow or profitability and has limited cash reserves, a limited operating history, has not paid dividends, and is unlikely to pay dividends in the immediate or near future. Operations are not yet sufficiently established such that the Company can mitigate risks with planned activities. The Company has had negative operating cash flow since the Company's inception, and the Company may continue to have negative operating cash flow for the foreseeable future. No assurance can be given that the Company will attain positive cash flow or profitability.

Liquidity and Future Financing Risk

The Company is in the early stages of business and will likely operate at a loss until its business becomes established and the Company will require additional financing in order to fund future operations and expansion plans. The Company's ability to secure any required financing to sustain operations will depend in part upon prevailing capital market conditions and business success. There can be no assurance that the Company will be successful in its efforts to secure any additional financing or additional financing on terms satisfactory to management. If additional financing is raised by issuance of additional shares, control may change, and shareholders may suffer dilution. If adequate funds are not available, or are not available on acceptable terms, the Company may be required to scale back its current business plan or cease operating.

Going-Concern Risk

The Company's financial statements have been prepared on a going-concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the ordinary course of business. The Company's future operations are dependent upon the identification and successful completion of equity or debt financing and the achievement of profitable operations at an indeterminate time in the future. There can be no assurances that the Company will be successful in completing equity or debt financing or in achieving profitability.

Dividend Risk

The Company has not paid dividends in the past and does not anticipate paying dividends in the near future. The Company expects to retain earnings to finance further growth and, when appropriate, retire debt.

Limited Prior Operating History

The Company has a limited operating history, business operations and assets. There is no assurance that it will be profitable or that its investment strategy will be successful. The Company's operations are subject to all the risks inherent in the creation of new investment activity, including a limited prior operating history.

Dilution

Any sale of the Company's shares will result in dilution to existing holders of shares, The Company may issue additional shares without the consent from the shareholders of the Company.

Foreign exchange risk

The Company is not exposed to any significant foreign exchange rate risk but may become so as it enters the USA market.

Interest rate risk

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The Company is subject to interest rate risk from its borrowings. As at September 30, 2024, a 1% change in prevailing interest rates would change the annualized interest charges incurred by $4,734 (September 30, 2023 - $1,640).

Commodity Price Risk

The Company is exposed to increases in the prices of commodities in operating its Company-owned restaurants and in managing its food processing plant. To manage this exposure, the Company uses purchase arrangements for a portion of its needs for certain consumer products that may be commodities based. The Company can increase pricing at its' restaurants to cover the increase in its' sourcing costs.

RISKS AND UNCERTAINTIES

The activities of the Company are subject to risks including but not limited to: the Company's reliance on key personnel; the Company's reliance on unpatented proprietary technology and expertise; the competitive and regulatory environment in which the Company operates; the Company's exposure to the price of raw materials; the Company's expectations regarding consumer trends; the Company's ability to manage the supply chain, including the limited number of suppliers of raw materials and the exposure to a disruption in the supply of key ingredients; the Company's ability to protect customers and suppliers information; the Company's exposure to food safety and consumer health issues; the ability of the Company to maintain the Odd Burger brand and the reputation of the same; a disruption to the distribution channels and/or the production facility; the successful expansion of the Company's manufacturing capacity; the Company may become a party to litigation; the Company's reliance on third parties for shipping and payment processing; the speculative nature of investment risk; the Company's history of losses; the Company may require additional financing to fund future operations and expansion plans through equity or debt; the Company has not paid in the past and does not anticipate paying dividends in the near future; the increased costs of being a publicly traded company; global economic risk may impact consumer demand for the Company's products; there may not be an active or liquid market for the Common Shares; the market price of the Common Shares may be adversely affected by stock market volatility.

Government Regulations

Government regulation is a large part of the food industry. There are numerous regulatory bodies that are involved in all parts of food manufacturing and serving food to the public. On the food manufacturing side, the primary governing bodies involved are the Canadian Food Inspection Agency (CFIA) and Health Canada. These agencies govern the manufacturing, distribution, labelling and advertising of consumer food products. On the restaurant side, local public health officials oversee safe food handling practices performed by the restaurant staff and at the restaurant facility.

All government food and health agencies have the right to inspect our facilities without notice and to ensure that we are compliant with the regulations. The current laws and regulations that impact our business and operations in Canada include:

Federal Regulation

The main federal laws fall under the following Acts & Regulations: The Safe Food for Canadians Act and Regulations, and The Food and Drugs Act (FDA) and Regulations. Food labeling is shared between the Canadian Food and Inspection Agency (CFIA) and Health Canada. Pursuant to the FDA, Health Canada administers regulations regarding health and safety, nutritional quality, the labeling of nutrients or health concerns, presence of allergens, and expiration dates. In recent years, several companies that produce plant-based protein and dairy alternatives have come under scrutiny for their use of the term's "meat", "burgers," or "cheese", to name a few.

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The CFIA can impose harsh penalties for companies that mislead consumers and can impose fines up to $250,000. On occasion, producers were forced to change their use of the word completely or add a hyphenated version or a version with a different spelling. This was to avoid consumer confusion and to ensure that plant-based products are clearly marked for what they are. We use every effort to properly distinguish our products as plant-based, including using words such as bacUN or chickUN and, in addition, adding the words plant based as a prefix. We use the term "meat" in relation to a general word used for plant-based protein. Since we are still in the process of launching our retail products, our descriptions and product labels have not yet been reviewed by our legal team, which is part of the planning and process before the launch of these products.

Provincial/Municipal Regulation

The Ontario Health Protection and Promotions Act requires at least one staff person with their Safe Food Handler Certificate to be always on site. We ensure that all managers and supervisors have acquired their Certificates and that someone is on site at all times. Our restaurants operate subject to the regulation of local health officials. We have passed all certification standards and currently hold Green Pass designations at all locations. We are inspected semi-annually; thus certification may be affected based on the results of inspections and any corrective actions required. We operate pursuant to the highest health standards and typically work with public health personnel to immediately correct any concerns to ensure the continued operations of our restaurants. Failure to pass inspection can result in cancellation of the business license, immediate closure of the business, prosecution, inventory confiscation, fines, and damage to brand and reputation along with the public disclosure of reported infractions.

Trademarks

The Company applied for 3 trademarks with both the Canadian Intellectual Property Office and the U.S. Patent and Trademark Office. These marks include Globally Local, Preposterous Foods and Odd Burger. "Odd Burger" has been published as a pending trademark in the USA under U.S. Trademark SN 90403277; examination is still waiting in Canada. Preposterous Foods has been examined in the USA and the examiner has determined there are two potentially confusing existing marks. The Company intends to respond with arguments that counter this. In Canada, the Company is still waiting examination of the Preposterous mark.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that all material information related to the Company, including our consolidated subsidiaries, is made known to senior management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") on a timely basis so that appropriate decisions can be made regarding public disclosure.

Internal Control over Financial Reporting ("ICOFR")

Our management, with the participation of our CEO and CFO, are responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision of the CEO and CFO, our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Our internal control over financial reporting includes policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company.
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provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS and that our receipts and expenditures are made only in accordance with authorization of management and our directors; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the annual or interim financial statements.

Limitations on the Effectiveness of Disclosure Controls and the Design of ICOFR

Our management, including the CEO and CFO, do not expect that our disclosure controls and procedures and ICOFR will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable assurance that the control system objectives will be met. The likelihood of achievement is affected by limitations inherent in all internal control systems. These inherent limitations include the realities that judgments or decision making can be faulty, and those breakdowns occur because of simple errors or mistakes. Controls can also be circumvented in numerous ways including collusion, overrides and deception. In addition to the inherent limitations, the design of a control system must reflect that there are resource constraints, and the expected benefit of controls must be considered relative to the expected costs. Due to inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Further, no evaluation of controls can provide absolute assurance that all control issues within a company will be detected.

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