The Very Good Food Company Announces Financing Transaction

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VANCOUVER, British Columbia–(Newsfile Corp. – December 22, 2022) – The Very Good Food Company Inc. (NASDAQ: VGFC) (TSXV: VERY) (FSE: OSI) (“very good” or “company) today announced the execution of a non-binding term sheet for an unbroken private placement of unsecured convertible debentures (“Note“) at a discounted issue price of $2,000,000 (“Investment amount“), with a maturity value of $2,100,000 (“loan”).

The notes bear interest at an annual rate of 15% and expire 18 months after the closing date (“maturity date“). Sole investor option for funding, Reef Capital Inc. (“leaf”), bonds and all accrued interest under them can be converted to company units (“conversion unit“) conversion price of $0.10 per conversion unit (“Converted price“. Each conversion unit consists of one (1) ordinary share of the company (each, “conversion share“) and one Common Stock Purchase Warrant (each, “conversion warrantWhen issued, each convertible stock acquisition right represents one share of our common stock (eachConversion guarantee share“) at a price of $0.10 per convertible guaranteed share for three years from issuance.

Upon closing of the funding, two of Reef’s nominees joined VERY GOOD’s Board of Directors (“board”) and the current directors of VERY GOOD will resign from the board. In addition, Leaf and the Company will enter into a Nomination Rights Agreement providing for the nomination of two Leaf candidates as directors at each of the Company’s general meetings of stockholders. Either the Notes have been issued or Reef owns at least 10% of our outstanding shares.

A finder fee in cash amount equal to 7% of the amount raised shall be paid to the finder in respect of the loan. In addition, the Company will pay Reef an upfront fee of $50,000 upon issuance of the Notes to be paid in the Company’s shares at the conversion price.

The closing of the funding will be announced via the TSX Venture Exchange (“TSX-V”) and Reef’s ongoing due diligence. The Notes and all securities issued upon conversion of the Notes are subject to a hold period of four months and one day from the date of termination of the loan in accordance with applicable Canadian securities laws. The Company intends to use the net proceeds from this loan for working capital purposes and the loan is expected to close by his December 30, 2022.

The securities offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent an applicable exemption from registration or registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor does it constitute a sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About The Very Good Food Company

The Very Good Food Company Inc. manufactures nutritious and delicious plant-based meat and cheese products under VERY GOOD’s core brands The Very Good Butchers and The Very Good Cheese Co. is a plant-based food technology company that

Our mission is lofty, but beautifully simple. Help millions of people rethink their food choices while helping make the world a better place. By offering plant-based food options that are both delicious and nutritious, we are helping this type of diet become the norm.


Parimal Rana
Chief executive officer
Phone: 855 472-9841

Forward-Looking Information

This news release contains “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. . 1934, as amended (collectively referred to as the “forward-looking information”) for the purpose of providing information about management’s current expectations and plans regarding the future. Readers are cautioned that reliance on such information may not be suitable for other purposes. Forward-looking information is defined as “planned,” “proposed,” “expects,” “anticipates,” “intends,” “estimates,” “may,” “will,” and It may be identified by words such as similar expressions. Forward-looking information contained in or referred to in this news release includes the terms of the financing, the closing and satisfaction of the closing conditions, the expected closing date of the financing and the intended Uses include, but are not limited to: from financing. Forward-looking information is based on a number of factors and assumptions used in preparing such information, including, but not limited to, important assumptions regarding our ability to obtain TSX-V approval. may prove to be inaccurate. financing and closing of financings, and our ability to continue as a going concern; Although we believe that the expectations reflected in such forward-looking information are reasonable, undue reliance should not be placed on the forward-looking information because it is very favorable. Risks and uncertainties that could cause VERY GOOD’s actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking information include, among others: I have. Concerns that rely primarily on Waygar Capital Inc. (“Waygar”) or access to additional sources of liquidity from investors are concerns that the Company may require from its operations to meet its ongoing operational and funding requirements. Continue until you are able to generate sufficient and sustainable cash flow. Risks associated with whether Waygar intends to fund or waive the company. The risk that strategic alternatives will not be available on terms acceptable to the company, or not available at all. adverse effects of the foregoing on the liquidity and market prices of our securities; the risk that we may not be able to meet NASDAQ’s continued listing requirements; Also important is the company’s ability to manage the many other risks it faces. For a more comprehensive discussion of the risks faced by VERY GOOD, please refer to VERY GOOD’s most recent annual information form filed with the Canadian Securities Regulators at Available May 26, 2022 at The forward-looking information in this news release reflects our current expectations, assumptions and/or beliefs based on currently available information. Forward-looking information speaks only as of the date of this news release. VERY GOOD undertakes no obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as otherwise required by law. Any forward-looking information contained in this news release is expressly qualified by this cautionary statement.

Nasdaq Stock Market LLC, TSX Venture Exchange, SEC, or any other securities regulator has not approved or disapproved of the contents of this news release.

Neither Nasdaq, TSX Venture Exchange or its regulated service providers (as defined in the TSX Venture Exchange Policy), the SEC, or any other securities regulator are responsible for the adequacy or accuracy of this news release. Hmm.

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