Odd Burger — Share Issue/Capital Change 2025

Jan 3, 2025

MATERIAL CHANGE REPORT
51-102F3

Item 1
Name and Address of Company
Odd Burger Corporation (the "Company")
505 Consortium Court
London, ON N6E 2S8

Item 2
Date of Material Change
December 30, 2024

Item 3
News Release
The news release reporting the material change described in this report was issued in London, Ontario on January 2, 2025 through the newswire services of Cision and was filed under the Company's profile on SEDAR+ at www.sedarplus.ca.

Item 4
Summary of Material Change
On December 30, 2024, the Company completed the first tranche of its non-brokered private placement offering (the "Offering"), whereby the Company issued a total of 1,720,000 units ("Units") at a price of $0.25 per Unit, for aggregate gross proceeds of $430,000.

Item 5
Full Description of Material Change

5.1 Full Description of Material Change
The Company completed the first tranche of its Offering on December 30, 2024, whereby the Company issued a total of 1,720,000 Units at a price of $0.25 per Unit, for aggregate gross proceeds of $430,000.

Each Unit consisted of one common share in the capital of the Company (a "Common Share") and one Common Share purchase warrant ("Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at a price of $0.30 per Common Share at any time up to 4:00 p.m. (Toronto time) on or before December 30, 2026. The net proceeds of the Offering will be used by the Company for working capital purposes.

The securities issued pursuant to the Offering are subject to a four month hold period from the closing date of the Offering in accordance with applicable securities laws. The Offering is subject to final approval of the TSXV.

5.2 Disclosure for Restructuring Transactions
Not applicable.

Item 6
Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.

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Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

James McInnes, CEO 416.616.4958

Item 9 Date of Report

January 2, 2025

Forward-Looking Statements

This material change report may contain forward looking statements including those describing the Company's future plans and the expectations of management that a stated result or condition will occur. Any statement addressing future events or conditions necessarily involves inherent risk and uncertainty. Actual results can differ materially from those anticipated by management at the time of writing due to many factors, the majority of which are beyond the control of the Company and its management. In particular, this material change report contains forward-looking statements pertaining, directly or indirectly, to the use of the proceeds of the Offering, the Company's exploration plans and work commitments, and the assumptions underlying such estimates, and economic factors, business and operations strategies.

Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties, actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, general economic, market or business conditions, negative cash flow and future financing requirements to sustain and grow operations, limited history of operations and revenues and no history of earnings or dividends, expansion of facilities, competition, availability of raw materials, dependence on senior management and key personnel, general business risk and liability, regulation of the food industry, change in laws, regulations and guidelines, compliance with laws, unfavourable publicity or consumer perception, product liability and product recalls, risks related to intellectual property, difficulties with forecasts, management of growth and litigation, as well as the impact of, uncertainties and risks associated with the ongoing COVID-19 pandemic.