ODD BURGER CORPORATION
(the “Company”)
MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE NINE MONTHS ENDED JUNE 30, 2025

The following discussion of the operating results and financial position of Odd Burger Corporation Unaudited Condensed Interim 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 August 7, 2025 and provides a narrative about our financial performance and condition that should be read in conjunction with the Unaudited Condensed Interim 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.

The Company uses earnings before interest, taxes, depreciation and amortization (“EBITDA”) as a non-IFRS financial performance measure in this MD&A. For a detailed reconciliation of the EBITDA calculation used in this MD&A please refer to the relevant section.

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 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 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.

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 and has now expanded to major national retailers.

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, which resulted in a significant increase in the number of franchise units under development. The program is now on pause and will be reconsidered only on a case-by-case basis at the discretion of the Company.

Strategic Acquisitions

The Company is currently seeking strategic acquisitions in Canada, the European Union and in the U.S., as a way of rapidly growing the Company's revenue and profitability. The Company is currently researching other plant-based restaurant brands and food manufacturing businesses.

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
June 30, 2025 | Franchise

of stores or mobile units | Corporate

of stores | Total |

| --- | --- | --- | --- |
| Open | 13 | 6 | 19 |
| Under Construction | 4 | 0 | 4 |
| TOTALS | 17 | 6 | 23 |

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 13 operational franchise units and 6 operational corporate units as noted in the chart above. The Company has an additional 4 franchise locations under various stages of development for a total of 23 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. The Company has currently paused its U.S. expansion for the Odd Burger brand until there is more clarity on input costs because of the tariff situation between Canada and the U.S

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. In February, 2025, the Company announced that the CPG will be available at 22 Calgary Co-Op locations in and around Calgary, Alberta. Expansion continued in May, 2025 when the Company announced a distribution agreement with Dot Foods Canada into their national distribution channel for their grocery and restaurant customers. Also in May, 2025, the Company announced a distribution deal with 7-Eleven Canada to have four of the Company's retail products available at participating 7-Eleven locations across Canada by mid-June of 2025.

SUMMARY OF QUARTERLY RESULTS

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

Quarter Ended	June 30, 2025	Mar 31, 2025	Dec 31, 2024	Sept 30, 2024
Revenue	$1,044,646	$731,337	$727,294	$685,124
Net Loss and Comprehensive Loss	$(147,905)	$(372,300)	$(272,476)	$(1,347,896)
Net Loss Per Share	$(0.002)	$(0.004)	$(0.003)	$(0.015)
Quarter Ended	June 30, 2024	Mar 31, 2024	Dec 31, 2023	Sept 30, 2023
---	---	---	---	---
Revenue	$879,367	$800,481	$734,373	$883,596
Net and Comprehensive Loss	$(120,467)	$(383,829)	$(275,808)	$(1,529,492)
Net Loss Per Share	$(0.001)	$(0.004)	$(0.003)	$(0.020)

Discussion of Results for the Three Months Ended June 30, 2025 (“Q3-25) To the Three Months ended March 31, 2025 (“Q2-25”) and June 30, 2024 (“Q3-24”)

REVENUE	Q3-25	Q2-25	Q3-24	VARIANCE TO Q2-25		VARIANCE TO Q3-24
				$	%	$	%
Corporate restaurant sales	465,879	464,874	750,332	1,005	0.2%	(284,453)	-37.9%
Food processing sales	465,134	180,357	55,447	284,777	157.9%	409,687	738.9%
Food sales	931,013	645,231	805,779	285,782	44.3%	125,234	15.5%
Franchise revenue	113,633	86,106	73,588	27,527	32.0%	40,045	54.4%
TOTAL REVENUE	1,044,646	731,337	879,367	313,309	42.8%	165,279	18.8%
Costs of goods sold	601,071	482,916	473,716	118,155	24.5%	127,355	26.9%
GROSS PROFIT	443,575	248,421	405,651	195,154	78.6%	37,924	9.3%
	42.5%	34.0%	46.1%

Q3-25 revenue increased by $313,309 or 42.8% over Q2-25 and $165,279 or 18.8% over Q3-24. Food sales for Q3-25 were up $285,782 or 44.3% over Q2-25 and $125,234 or 15.5% over Q3-24. In both cases, this increase was principally due to the successful launch of food processing sales into third party franchise and CPG sales channels. Sales at corporate owned stores in Q3-25 was flat when compared to Q3-25 and declined by 37.9% over Q3-24 and reflects the Company's strategy of transitioning locations to franchise-operated locations rather than corporate-run stores. The Vaughan store was moved to a franchise-operated location in Q3 of 2024 and the Calgary store was transitioned to a new franchise operator in Q4 2024, resulting in 2 fewer corporate locations operating in Q3 2025 compared to the year previous. As the Company continues to add franchised locations, the growth of food sales will come from sales to franchisees.

Q3-25 franchise revenues were up $27,527 or 32.0% when compared to Q2-25 and $40,045 or 26.9% over Q3-24. This increase was the result of increased franchise activity combined with the amortization of deferred franchise revenues into P&L.

Q3-25 gross margin is $443,575 or 42.5%, an increase of $195,154 over Q2-25 gross margin of $248,421 (34.0%) and $37,924 over the Q3-24 gross margin of $406,651 (46.1%). The increase over Q2 is related to increased franchise revenue as well as the impact of price increases in retail and CPG distribution channels. This decline in margin percentage over Q3-24 was principally due to higher manufacturing costs for the Company's products (raw materials and overhead) in fiscal 2025 due to inflation. The price increases noted previously have mitigated this impact.

				VARIANCE TO Q2-25		VARIANCE TO Q3-24
OPERATING EXPENSES	Q3-25 $	Q2-25 $	Q3-24 $	$	%	$	%
Selling, General and Admin	222,912	353,481	114,377	(130,569)	-36.9%	108,535	94.9%
Salaries and Wages	126,658	71,123	293,022	55,535	78.1%	(166,364)	-56.8%
Professional Fees	211,433	179,818	42,818	31,615	17.6%	168,615	393.8%
Interest expense	86,288	58,007	82,772	28,281	48.8%	3,516	4.2%
TOTAL OPERATING	647,291	662,429	532,989	(15,138)	-2.3%	114,302	21.4%
LOSS FROM OPERATIONS	(203,716)	(414,008)	(127,338)	210,292	-50.8%	(76,378)	60.0%

Q3-25 salaries and wages were $126,658, an increase of $55,535 over Q2-25 and a decline of $166,364 to the $293,022 recorded in Q3-24. The decline to Q3-24 is principally due to tightening staff levels. In particular the CEO and CFO forwent all of their compensation in Q3 of 2025. In addition, stock based compensation expense was negative due to the departure of two directors in the third quarter resulting in a reversal of expense previously recorded for options that were not yet vested. Q2-25 salaries and wages also reflected the reversal of an accrual for CEO and CFO compensation.

Q3-25 professional fees were $211,433, compared to $179,818 in Q2-25 and $42,818 for Q3-24. Professional fees for the current quarter were higher than Q2-25 and Q3-24 due to legal expenses related to the Company's franchise operations as well as increased expenditures in investor relations to focus the Company's investment opportunities to retail and institutional investors.

Q3-25 selling, general and administrative (SG&A) expenses were $222,912, a decline of $130,569 over Q2-25 and an increase of $108,535 over the same quarter last year. Much of this increase over Q3-24 relates to a reversal of expected credit losses taken in the prior year quarter of $207,747 related to a franchised location that was ultimately re-leased.

Other Items	Q3-25 $	Q2-25 $	Q3-24 $	Variance to Q2-25	Variance to Q3-24
Other income and expenses	14,576	139	(898)	14,437	15,474
Finance income on lease receivables	41,235	41,569	34,747	(334)	6,488
Loss on disposal of fixed assets	-	-	(26,972)	-	26,972
NET LOSS	(147,905)	(372,300)	(120,461)	224,395	(27,444)
EBITDA	40,407	(242,019)	117,568	282,426	(77,161)

In other income and expenses, Q3-25 finance income on lease receivables was $41,235, approximately equal to Q2-25 and a decrease of $6,488 to the $34,747 reported in Q3-24. The prior year quarter also reflected a loss on disposal of property and equipment of $26,972 related to the de-commissioning of the Vaughan location in Q3-24.

Q3-25 net loss was $147,905, an improvement of $224,395 over the Q2-25 net loss. Q3-24 net loss was $120,461. Q3-25 EBITDA was $40,407, an increase of $282,426 over the negative EBITDA of $242,019 in Q2-25 but a decline of $77,161 over the EBITDA recorded in Q3-24. Note though that the prior year quarter EBITDA does reflect the reversal of the expected credit loss of $207,747 noted previously.

RECONCILIATION OF NON-IFRS MEASURES

EBITDA is used by management to provide additional insight into our performance and financial condition. We believe that this measure is an important part of the financial reporting process and is useful in communication information that complements and supplements the unaudited consolidated interim financial statements.

We calculate EBITDA adjusting net loss for interest, taxes (if any), depreciation and amortization. Investors should be cautioned that EBITDA., as reported by us, may not be comparable to EBITDA as reported by other companies.

	Q3-25 $	Q2-25 $	Q3-24 $	Variance to Q2-25	Variance to Q3-24
NET LOSS	(147,905)	(372,300)	(120,461)	224,395	(27,444)
Interest	45,053	16,438	117,519	28,615	(72,466)
Taxes	-	-	-	-	-
Depreciation	143,259	113,843	120,510	29,416	22,749
EBITDA	40,407	(242,019)	117,568	282,426	(77,161)

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 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 raising $3,150.

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. The $750,000 loan facility was due to be repaid in the quarter ended December 1, 2024 but the lender and the Company have both agreed to delay repayment until conditions permit but interest will continue to accrue on this facility.

The Company 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 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 June 30, 2025, and September 30, 2024:

	June 30, 2025	September 30, 2024
Current Assets	$ 1,045,735	$ 528,182
Current Liabilities	$ 4,385,688	$ 4,670,038
Working Capital Deficit	$ (3,339,953)	$ (4,141,856)

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 June 30, 2025 were comprised mainly of cash of 58,279, accounts receivable of $597,152, inventory of $158,946, current portion of prepaids of $141,443, current portion of lease receivable of $76,335, and current portion of deferred charges of $13,578. Current liabilities on June 30, 2025 were comprised mainly of accounts payable and accrued liabilities of $3,180,817, current portion of lease liabilities of $272,702, customer deposits of $267,500, current portion of loans payable of $592,069 and deferred revenue of $72,600.

The change in working capital in the nine months ended June 30, 2025 was due to the share financing in December, 2024 and January 2025, offset by the costs of 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 nine months ended June 30, 2025 and 2024:

Year ended	June 30, 2025	June 30, 2024
Cash used in operating activities	$ (1,229,367)	$ (508,062)
Cash provided by investing activities	$ 184,782	$ 300,557
Cash provided by financing activities	$ 1,041,391	$ 147,973
Decrease in cash during the period	$ (3,194)	$ (59,512)

Operating Activities

The decrease in cash used during the nine months ended June 30, 2025 compared to the nine months ended June 30, 2024, was primarily due changes in non-cash working capital as the Company used a portion of the proceeds from the issuance of common shares to settle outstanding accounts payable. The prior year quarter also reflected the non-cash reversal of an expected credit loss of $671,379 related to the Brampton and Calgary locations.

Investing Activities

The cash provided by investing activities for the nine months ended June 30, 2025 was as a result of collections of lease receivables. The prior year period also included the net proceeds of selling the Whitby operation for $266,101.

Financing Activities

In the nine months ended June 30, 2025, there were net proceeds of $1,378,070 received from the December 2024 and January 2025 private placements of shares and warrants mentioned previously offset by payments of lease liabilities of $391,272 and repayments of loans of $55,407 as well as a new advance of $110,000 from an individual related to the CEO of the Company. The prior year period also included an increase in loans payable and $380,505 related to an increase in a loan facility, $250,022 from a private placement of shares and warrants, offset by the repayment of loans of $41,461 and payments of lease liabilities of $441,093.

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 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	$ -	$ -	$ -	$ 3,416,637
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

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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 June 30, 2025, the Company had 98,435,017 common shares, issued and outstanding, 7,151,800 warrants outstanding, and 7,024,287 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 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.

On March 31, 2025, 500,000 stock options were issued to certain directors of the Company.

In June of 2025, an individual related to the CEO of the Company advanced $110,000. This loan is interest free and has no fixed repayment terms.

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

	Quarter ended June 30, 2025	Quarter ended June 30, 2024
Salaries, social charges and other personnel expenses	$ -	$ 100,935
Share based payments*	(9,796)	42,936
	$ (9,796)	$ 143,331

*Black-Scholes fair value at time of issue. Includes reversal of previously booked amounts for forfeited or expired options for directors and employees who are no longer with the Company.

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

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.

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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

The Company is subject to interest rate risk from its borrowings. As at June 30, 2025, 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 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. 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 currently has several trademarks in the process of registration with both the Canadian Intellectual Property Office and the U.S. Patent and Trademark Office. These marks include Preposterous Foods, Odd Burger and various other marks related to Odd Burger menu items. In Canada, "Odd Burger" and "Preposterous Foods" have been advertised as of June 18, 2025 and if no oppositions are filed within two months, the applications will register. In the U.S., "Odd Burger" successfully registered on Feb. 18th 2025, while "Preposterous Foods" has been extended so that the Company can demonstrate usage in the U.S. market.

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.

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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.
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.