07:45:14 EST Sat 24 Feb 2024
Enter Symbol
or Name

Zoglo's Food Corp
Symbol ZOG
Shares Issued 106,191,360
Close 2023-04-25 C$ 0.045
Market Cap C$ 4,778,611
Recent Sedar Documents

Odd Burger to acquire Zoglo's Food

2023-04-26 18:14 ET - News Release

See News Release (C-ODD) Odd Burger Corp

Mr. James McInnes of Odd Burger reports


Odd Burger Corp. has signed a non-binding letter of intent with Zoglo's Food Corp. to acquire 100 per cent of its issued and outstanding common shares and combine the businesses.

Zoglo's is a leader in the plant-based consumer packaged goods (CPG) industry in Canada with over 3000 distribution points across the country. Zoglo's products can be found at major retailers, including Walmart Canada, Metro, Food Basics, Sobeys, IGA and FreshCo. The Zoglo's product line is extensive and includes non-genetically modified organism plant-based burgers, sausages, hot dogs, meatballs and chicken, with 12 SKUs currently being distributed to the Zoglo's retail base.

With a successful acquisition, Odd Burger expects to gain access to Zoglo's food manufacturing network in both North America and Europe, which may provide significant benefits to Odd Burger as it scales its operations internationally. Furthermore, Odd Burger plans to launch some of its own branded products into retail, which is expected to be facilitated through the acquisition with Zoglo's. Odd Burger would also provide Zoglo's with access to its food service channels, which may provide a new revenue stream for Zoglo's.

"This acquisition provides growth potential for both of our companies," said James McInnes, chief executive officer and co-founder of Odd Burger. "The retail distribution that Zoglo's has is nearly unmatched in the plant-based retail space in Canada, and I believe that we can leverage this distribution to both monetize our own products and also make Zoglo's products even more successful in their category."

"We are thrilled to announce our intention to join forces with Odd Burger Corp., a company that shares our passion for plant-based foods and sustainable business practices," said Val Jedras, chief executive officer of Zoglo's. "With over 25 years of experience in the Canadian plant-based consumer packaged goods industry, we have built a strong brand and loyal customer base. By combining our resources and expertise with Odd Burger, we believe we can accelerate our growth and expand our reach both domestically and internationally. We are excited about the potential of this partnership, and look forward to working closely with the Odd Burger team to bring delicious and nutritious plant-based products to more consumers around the world."

Pursuant to the terms of the LOI, the companies will work to enter into a definitive acquisition agreement. The proposed transaction is subject to the satisfaction of certain conditions precedent and compliance with applicable TSX Venture Exchange policies.

Upon completion of the proposed transaction, the former Zoglo's shareholders will hold approximately 25 per cent of the Odd Burger shares, and the Odd Burger shareholders will hold approximately 75 per cent of the Odd Burger shares (without giving effect to any other issuances).

All Odd Burger shares issued pursuant to the proposed transaction will be freely tradable under applicable Canadian securities legislation but may be subject to TSX-V imposed restriction on resale. In addition, certain Odd Burger shares issued in the United States to or for the benefit of U.S. persons (as such term is defined under Regulation S of the U.S. Securities Act of 1933, as amended will be restricted securities within the meaning of Rule 144(a)(3) of the U.S. Securities Act.

About Odd Burger Corp.

Odd Burger is a chain of company-owned and franchised vegan fast-food restaurants, as well as a food technology company that manufactures and distributes a proprietary line of plant-based protein and dairy alternatives to its locations. 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, and a vertically integrated supply chain along with healthier ingredients, Odd Burger is revolutionizing the fast-food industry by creating guilt-free fast food. Odd Burger is traded on the TSX Venture Exchange under the symbol ODD and on the OTCQB under the symbol ODDAF.

About Zoglo's Food Corp.

Zoglo's is a publicly traded plant-based food company that offers nutrient-rich, plant-based appetizers, veggies and meat substitutes to fulfill consumers' needs for all occasions and cooking requirements. Zoglo's wholly owned subsidiary, Zoglo's Food Inc., currently offers 12 innovative products for the mainstream market through its new Zoglo's Black Box product line. Over the past 25 years, Zoglo's products have been distributed in over 3,000 retail stores across Canada, including Walmart, Shoppers Drug Mart, Sobeys and Loblaw, and have representation in the United States and Europe. Zoglo's trades on the Canadian Securities Exchange under the ticker ZOG and the Frankfurt Stock Exchange under the ticker 7UT.


All information contained in this news release with respect to Odd Burger and Zoglo's was supplied by the parties, respectively, for inclusion herein, and Odd Burger and its directors and officers have relied on Zoglo's for any information concerning such party.

Completion of the proposed transaction is subject to a number of conditions, including, but not limited to, TSX-V acceptance and Zoglo's shareholder approval. Where applicable, the proposed transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the proposed transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon.

We seek Safe Harbor.

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