Nine Mile Metals — Capital/Financing Update 2021

Jun 19, 2021

THE VERY GOOD FOOD COMPANY INC. $20,700,575 BOUGHT DEAL OF UNITS

A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the applicable Canadian securities regulatory authorities in each of the provinces of British Columbia, Alberta, Saskatchewan, Ontario, New Brunswick and Nova Scotia. A copy of the preliminary short form prospectus is required to be delivered to any investor that received this document and expressed an interest in acquiring the securities. Copies of the preliminary short form prospectus may also be obtained from Canaccord Genuity Corp at ecm@canaccordgenuity.com. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction

Issuer: The Very Good Food Company Inc. (the “Company”). Offering: Bought deal offering of 4,865,000 Units (5,594,750 Units assuming the OverAllotment Option is exercised in full) (the “Offering”). Offering Price: $3.70 per Unit. Units Each Unit shall consist of one common share (a “Common Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”) of the Company. Each warrant shall be exercisable into one common share of the Company (each, a “Warrant Share”) for a period of 18 months from Closing (as defined below) at an exercise price of $4.60, subject to adjustment in certain events. Amount: $18,000,500 ($20,700,575 if the Over-Allotment Option is exercised in full). Over-Allotment The Company has granted the Underwriter an option (the “Over-Allotment Option: Option”), to purchase up to an additional 729,750 Units at a price of $3.70 per Unit, exercisable at any time, for a period of 30 days after and including the Closing Date. The Over-Allotment Option is exercisable to acquire Units, Common Shares and/or Warrants (or any combination thereof) at the discretion of the Underwriter. Use of Proceeds: The Company intends to use the net proceeds of the Offering for general corporate purposes. Form of Offering: Bought deal by way of a short-form prospectus. Selling Jurisdictions: The provinces of BC, AB, SK, ON, NB and NS, certain offshore jurisdictions (provided that placement in such offshore jurisdictions does not give rise to the filing of a prospectus or registration statement or to any continuous disclosure obligations), and in the United States on a private placement basis pursuant to applicable exemptions under the United States Securities Act of 1933, as amended (the “1933 Act”) and/or Rule 144A of the 1933 Act and other jurisdictions outside of Canada provided that no prospectus filing or comparable obligation arises.

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Eligibility: The Offered Securities will be qualified investments under the Income Tax Act (Canada) for RRSPs, RESPs, RRIFs, DPSPs, RDSPs and TFSAs.

Commission: The Company may pay a fee in connection with the Offering comprised of (i) a cash fee equal to up to 7% of the aggregate gross proceeds of the Offering, and (ii) an aggregate number of compensation warrants (each, a “Compensation Warrant”) equal to 7% of the aggregate number of Units issued pursuant to the Offering. Each Compensation Warrant shall be exercisable into Units at an exercise price equal to the Offering Price for a period of 18 months from the Closing Date.

Closing Date: On or about July 8, 2021 (the “Closing Date”). Lead Underwriter: Canaccord Genuity Corp. to act as lead underwriter and sole bookrunner. Date: June 16, 2021

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