Odd Burger — Proxy Solicitation & Information Statement 2025

Feb 10, 2025

ODD BURGER CORPORATION

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 20, 2025

NOTICE IS HEREBY GIVEN THAT AN ANNUAL GENERAL AND SPECIAL MEETING (the “Meeting”) of holders (“Shareholders”) of common shares (“Common Shares”) of Odd Burger Corporation (the “Corporation”) will be held at Odd Burger Corporation, 505 Consortium Court, London, Ontario, N6E 2S8, Canada, at 11:00 a.m. (Toronto Time), on Thursday, March 20, 2025 for the following purposes:

1. to receive and consider the financial statements of the Corporation for the year ended September 30, 2023, and September 30, 2024 and the auditor's reports thereon;
2. to fix the number of directors of the Corporation to be elected at the Meeting at five;
3. to elect directors for the ensuing year as described in the management information circular (the “Circular”) accompanying this Notice;
4. to appoint the auditor of the Corporation for the ensuing year and to authorize the board of directors of the Corporation to fix the auditor’s remuneration;
5. to consider, and if thought fit, approve, adopt and ratify, with or without modification, the ordinary resolution of disinterested shareholders, as more particularly set forth in the Circular, relating to the approval of the new stock option plan of the Corporation and reservation of shares thereunder; and
6. to transact such other business as may be properly brought before the Meeting or any adjournment thereof.

The board of directors of the Corporation has fixed the record date for the Meeting at the close of business on February 3, 2025 (the “Record Date”). Only Shareholders of record as at the Record Date are entitled to receive notice of the Meeting. Shareholders of record will be entitled to vote those Common Shares owned as at the Record Date, unless any such Shareholder transfers such Shareholder’s Common Shares after the Record Date and the transferee of those Common Shares establishes that the transferee owns the Common Shares and demands, not later than 10 days before the Meeting, that the transferee’s name be included in the list of Shareholders entitled to vote at the Meeting, in which case such transferee shall be entitled to vote such Common Shares at the Meeting.

In order to permit Shareholders and proxyholders to listen to the Meeting in real time, without having to attend in person, a conference call of the Meeting will be available as follows:

Conference call participation:

• North America Toll-Free: 1 877 234 4610
• Local (Calgary): 403 269 5197
• Participant Conference Access code: 4872953 #

Shareholders will not be able to vote through the conference call; however, there will be a question and answer session following the termination of the formal business of the Meeting during which Shareholders attending the conference call can ask questions.

Only Shareholders of record at the close of business on February 3, 2025, will be entitled to vote at the Meeting, unless that Shareholder has transferred any Common Shares subsequent to that date and the transferee Shareholder, not later than 10 days before the Meeting, establishes ownership of the Common Shares and demands that the transferee’s name be included on the list of Shareholders entitled to vote at the Meeting in respect of such transferred Common Shares.

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While registered Shareholders are entitled to attend the Meeting in person, we strongly recommend that all Shareholders vote by proxy and accordingly ask that registered Shareholders complete, date and sign the enclosed form of proxy and return it to Odyssey Trust Company, 702 — 67 Yonge Street, Toronto Ontario, M5E 1J8.

If you hold your Common Shares in a brokerage account, you are a non-registered Shareholder or beneficial Shareholder. Beneficial Shareholders who hold their Common Shares through a bank, broker or other financial intermediary should carefully follow the instructions found on the form of proxy or voting instruction form provided to them by their intermediary, in order to cast their vote.

Your participation as a Shareholder is very important to the Corporation. Please vote your Common Shares on the matters before the Meeting by proxy and listen to the meeting via teleconference.

DATED this 5th day of February, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

“James McInnes”

James McInnes

Chief Executive Officer, President and Director

IMPORTANT

It is desirable that as many shares as possible be represented at the Meeting. If you do not expect to attend and would like your Common Shares represented, please complete the enclosed instrument of proxy and vote in accordance with the options available.

Proxies to be used at the Meeting must be deposited with the Corporation, c/o the Corporation’s transfer agent, Odyssey Trust Company, 702 — 67 Yonge Street, Toronto Ontario, M5E 1J8 no later than 12:00 p.m. (Eastern Time) on March 18, 2025, or no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the date on which the Meeting or any adjournment(s) thereof is held.

All instructions are listed in the enclosed form of proxy. In order to be valid and acted upon at the Meeting, proxies must be returned to the aforesaid address not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time set for the holding of the Meeting or any adjournment or postponement thereof. Shareholders are cautioned that the transmission of proxies by mail is at each Shareholder’s risk.