EX-4.2





 Exhibit 4.2 

The Very Good Food Company Inc. 
 (formerly The
Very Good Butchers Inc.) 
 Consolidated Financial Statements 

Years Ended December 31, 2019 and 2018 
 (Expressed
in Canadian Dollars) 












 



 
 INDEPENDENT AUDITOR’S REPORT 

To the Shareholders of The Very Good Food Company Inc. 
 Opinion

 We have audited the consolidated financial statements of The Very Good Food Company Inc. (formerly The Very Good Butchers Inc.) (the
“Company”), which comprise the consolidated statements of financial position as at December 31, 2019 and 2018, and the consolidated statements of comprehensive loss, changes in shareholders’ deficiency, and cash flows for the
years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”). 

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at
December 31, 2019 and 2018, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). 

. 
 Basis for Opinion 

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further
described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial
statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 

Material Uncertainty Related to Going Concern 
 We draw
attention to Note 1 to the financial statements, which describes events or conditions, that indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not
modified in respect of this matter. 
 Other Information 

Management is responsible for the other information. The other information comprises the information included in Management’s Discussion and
Analysis. 
 Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion
thereon. 
 In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in
doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. 
 Responsibilities
of Management and Those Charged with Governance for the Financial Statements 
 Management is responsible for the preparation and fair presentation
of the financial statements in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), and for such internal control as management determines is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. 












 Those charged with governance are responsible for overseeing the Company’s financial reporting
process. 
 Auditor’s Responsibilities for the Audit of the Financial Statements 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken
on the basis of these financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: 

 

	 	•	 	 Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. 


  

	 	•	 	 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. 


  

	 	•	 	 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management. 


  

	 	•	 	 Conclude on the appropriateness of management’s use of the going concern basis of accounting and based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. 


  

	 	•	 	 Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and
whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. 


 We
communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and
to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. 

/s/ DMCL 
 DALE MATHESON CARR-HILTON LABONTE LLP 

CHARTERED PROFESSIONAL ACCOUNTANTS 
 Vancouver, BC 

May 14, 2020 
  
 



 












 The Very Good Food Company Inc. 

(formerly The Very Good Butchers Inc.) 
 Consolidated Statements of
Financial Position 
 (Expressed in Canadian dollars) 

 
  

													
	 	  	Notes	 	  	December 31,
2019	 	 	December 31,
2018	 
	 ASSETS
	  				  				 			
	 Current assets
	  				  				 			
	 Cash
	  				  	$	405,610	 	 	$	13,881	 
	 Accounts receivable
	  	 	4	 	  	 	72,844	 	 	 	11,559	 
	 Inventory
	  	 	5	 	  	 	55,923	 	 	 	2,500	 
	 Prepaids and deposits
	  	 	6	 	  	 	82,653	 	 	 	18,214	 
	 Due from shareholders
	  	 	13	 	  	 	24,280	 	 	 	—  	 
		  				  	  
	  
	 	 	  
	  
	 
	 Total current assets
	  				  	 	641,310	 	 	 	46,154	 
	 Property and equipment
	  	 	7	 	  	 	309,509	 	 	 	78,949	 
	 Right-of-use assets
	  	 	8	 	  	 	393,400	 	 	 	—  	 
		  				  	  
	  
	 	 	  
	  
	 
	 Total assets
	  				  	$	1,344,219	 	 	$	125,103	 
		  				  	  
	  
	 	 	  
	  
	 
	 LIABILITIES AND SHAREHOLDERS’ DEFICIENCY
	  				  				 			
	 LIABILITIES
	  				  				 			
	 Current liabilities
	  				  				 			
	 Accounts payable and accrued liabilities
	  	 	9	 	  	$	232,306	 	 	$	151,790	 
	 Deferred revenue
	  				  	 	7,576	 	 	 	—  	 
	 Loans payable
	  	 	10	 	  	 	31,181	 	 	 	66,040	 
	 Current portion of convertible debentures
	  	 	11	 	  	 	329,099	 	 	 	—  	 
	 Current portion of lease liabilities
	  	 	12	 	  	 	135,325	 	 	 	27,361	 
	 Due to shareholders
	  	 	13	 	  	 	—  	 	 	 	58,421	 
		  				  	  
	  
	 	 	  
	  
	 
	 Total current liabilities
	  				  	 	735,487	 	 	 	303,612	 
	 Convertible debenture
	  	 	11	 	  	 	692,166	 	 	 	332,505	 
	 Lease liabilities
	  	 	12	 	  	 	257,147	 	 	 	6,256	 
		  				  	  
	  
	 	 	  
	  
	 
	 Total liabilities
	  				  	 	1,684,800	 	 	 	642,373	 
		  				  	  
	  
	 	 	  
	  
	 
	 SHAREHOLDERS’ DEFICIENCY
	  				  				 			
	 Share capital
	  	 	14	 	  	 	2,245,422	 	 	 	83	 
	 Equity reserves
	  	 	15, 16	 	  	 	272,894	 	 	 	—  	 
	 Deficit
	  				  	 	(2,858,897	) 	 	 	(517,353	) 
		  				  	  
	  
	 	 	  
	  
	 
	 Total shareholders’ deficiency
	  				  	 	(340,581	) 	 	 	(517,270	) 
		  				  	  
	  
	 	 	  
	  
	 
	 Total liabilities and shareholders’ deficiency
	  				  	$	1,344,219	 	 	$	125,103	 
		  				  	  
	  
	 	 	  
	  
	 

 Nature and continuance of operations (Note 1) 

Commitments (Notes 12 and 21) 
 Events after the
reporting period (Note 23) 
 Approved and authorized for issue by Board of Directors on May 14, 2020. 

 

					
	 /s/ Mitchell Scott
	 		 	 /s/ James Davidson

	Director	 		 	Director


  
 The accompanying notes are an
integral part of these consolidated financial statements. 
  
 4 













 The Very Good Food Company Inc. 

(formerly The Very Good Butchers Inc.) 
 Consolidated Statements of
Comprehensive Loss 
 (Expressed in Canadian dollars) 

 
  

													
	 	  	 	 	  	Years ended	 
	 	  	Notes	 	  	December 31,
2019	 	 	December 31,
2018	 
	 Sales
	  				  	$	999,797	 	 	$	1,050,403	 
	 Cost of sales
	  	 	5	 	  	 	685,963	 	 	 	650,654	 
		  				  	  
	  
	 	 	  
	  
	 
	 Gross margin
	  				  	 	313,834	 	 	 	399,749	 
		  				  	  
	  
	 	 	  
	  
	 
	 Operating expenses
	  				  				 			
	 Advertising and promotion
	  				  	$	43,571	 	 	$	36,552	 
	 Bank charges
	  				  	 	4,895	 	 	 	3,262	 
	 Bad debt expense
	  				  	 	7,734	 	 	 	—  	 
	 Depreciation
	  	 	7, 8	 	  	 	161,583	 	 	 	19,785	 
	 Insurance
	  				  	 	8,081	 	 	 	7,519	 
	 Meals and entertainment
	  				  	 	12,426	 	 	 	8,999	 
	 Office and administration
	  				  	 	118,176	 	 	 	54,809	 
	 Professional fees
	  				  	 	976,768	 	 	 	104,552	 
	 Rent
	  				  	 	46,815	 	 	 	52,596	 
	 Repairs and maintenance
	  				  	 	35,132	 	 	 	2,314	 
	 Research and development
	  				  	 	106,021	 	 	 	—  	 
	 Selling costs
	  				  	 	98,138	 	 	 	43,871	 
	 Share-based compensation
	  	 	16	 	  	 	200,933	 	 	 	—  	 
	 Small tools and supplies
	  				  	 	87,708	 	 	 	43,052	 
	 Telephone and utilities
	  				  	 	15,365	 	 	 	1,177	 
	 Travel
	  				  	 	87,005	 	 	 	48,192	 
	 Wages and benefits
	  	 	13	 	  	 	460,354	 	 	 	312,098	 
		  				  	  
	  
	 	 	  
	  
	 
	 Total operating expenses
	  				  	 	2,470,705	 	 	 	738,778	 
		  				  	  
	  
	 	 	  
	  
	 
	 Net loss before other items
	  				  	 	(2,156,871	) 	 	 	(339,029	) 
	 Other items
	  				  				 			
	 Impairment of property and equipment
	  	 	7	 	  	 	(11,405	) 	 	 	—  	 
	 Interest expense
	  	 	17	 	  	 	(173,268	) 	 	 	(59,693	) 
		  				  	  
	  
	 	 	  
	  
	 
	 Net and comprehensive loss
	  				  	$	(2,341,544	) 	 	$	(398,722	) 
		  				  	  
	  
	 	 	  
	  
	 
	 Loss per share – basic and diluted
	  				  	$	(0.06	) 	 	$	(0.01	) 
		  				  	  
	  
	 	 	  
	  
	 
	 Weighted average number of shares outstanding – basic and diluted
	  				  	 	36,330,356	 	 	 	30,000,000	 
		  				  	  
	  
	 	 	  
	  
	 


  
 The accompanying notes are an
integral part of these consolidated financial statements. 
  
 5 













 The Very Good Food Company Inc. 

(formerly The Very Good Butchers Inc.) 
 Consolidated Statements of
Changes in Shareholders’ Deficiency 
 (Expressed in Canadian dollars) 

 
  

																					
	 Share capital
	 
	 	  	Number of shares	 	  	Amount	 	 	Equity
reserves	 	  	Deficit	 	 	Total
shareholders’
deficit	 
	 Balance at January 1, 2018
	  	 	30,000,000	 	  	$	83	 	 	$	—  	 	  	$	(118,631	) 	 	$	(118,548	) 
	 Net loss for the year
	  	 	—  	 	  	 	—  	 	 	 	—  	 	  	 	(398,722	) 	 	 	(398,722	) 
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 	  
	  
	 
	 Balance at December 31, 2018
	  	 	30,000,000	 	  	 	83	 	 	 	—  	 	  	 	(517,353	) 	 	 	(517,270	) 
	 Issuance of units for cash
	  	 	12,332,002	 	  	 	1,849,800	 	 	 	—  	 	  	 	—  	 	 	 	1,849,800	 
	 Issuance of units for services
	  	 	3,183,337	 	  	 	405,539	 	 	 	71,961	 	  	 	—  	 	 	 	477,500	 
	 Share issuance costs
	  	 	—  	 	  	 	(10,000	) 	 	 	—  	 	  	 	—  	 	 	 	(10,000	) 
	 Share-based compensation
	  	 	—  	 	  	 	—  	 	 	 	200,933	 	  	 	—  	 	 	 	200,933	 
	 Net loss for the year
	  	 	—  	 	  	 	—  	 	 	 	—  	 	  	 	(2,341,544	) 	 	 	(2,341,544	) 
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 	  
	  
	 
	 Balance at December 31, 2019
	  	 	45,515,339	 	  	$	2,245,422	 	 	$	272,894	 	  	$	(2,858,897	) 	 	$	(340,581	) 
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 	  
	  
	 


  
 The accompanying notes are an
integral part of these consolidated financial statements. 
  
 6 













 The Very Good Food Company Inc. 

(formerly The Very Good Butchers Inc.) 
 Consolidated Statements of
Cash Flows 
 (Expressed in Canadian dollars) 

 
  

									
	 	  	Years ended	 
	 	  	December 31,
2019	 	 	December 31,
2018	 
	 Operating activities
	  				 			
	 Net loss
	  	$	(2,341,544	) 	 	$	(398,722	) 
	 Adjustments for non-cash items:
	  				 			
	 Interest and accretion expense
	  	 	173,268	 	 	 	59,693	 
	 Depreciation
	  	 	161,583	 	 	 	19,785	 
	 Share-based compensation
	  	 	200,933	 	 	 	—  	 
	 Units issued for services
	  	 	477,500	 	 	 	—  	 
	 Impairment of property and equipment
	  	 	11,405	 	 	 	—  	 
	 Changes in non-cash working capital items:
	  				 			
	 Accounts receivable
	  	 	(61,285	) 	 	 	(1,203	) 
	 Inventory
	  	 	(53,423	) 	 	 	—  	 
	 Prepaids and deposits
	  	 	(64,439	) 	 	 	(10,073	) 
	 Accounts payable and accrued liabilities
	  	 	47,608	 	 	 	168,736	 
	 Deferred revenue
	  	 	7,576	 	 	 	(16,210	) 
	 Due to related parties
	  	 	8,295	 	 	 	—  	 
		  	  
	  
	 	 	  
	  
	 
	 Net cash used in operating activities
	  	 	(1,432,523	) 	 	 	(177,994	) 
		  	  
	  
	 	 	  
	  
	 
	 Investing activities
	  				 			
	 Purchase of property and equipment
	  	 	(281,921	) 	 	 	(14,351	) 
		  	  
	  
	 	 	  
	  
	 
	 Net cash used in investing activities
	  	 	(281,921	) 	 	 	(14,351	) 
		  	  
	  
	 	 	  
	  
	 
	 Financing activities
	  				 			
	 Proceeds from issuance of units, net of issuance costs
	  	 	1,839,800	 	 	 	—  	 
	 Proceeds from shareholder loans
	  	 	33,000	 	 	 	222,655	 
	 Repayments of shareholder loans
	  	 	(123,996	) 	 	 	(294,332	) 
	 Proceeds from loans payable
	  	 	127,344	 	 	 	125,150	 
	 Repayments of loans payable
	  	 	(191,801	) 	 	 	(141,705	) 
	 Payments of lease liabilities
	  	 	(163,290	) 	 	 	(34,962	) 
	 Proceeds from convertible debt
	  	 	585,116	 	 	 	319,887	 
		  	  
	  
	 	 	  
	  
	 
	 Net cash provided by financing activities
	  	 	2,106,173	 	 	 	196,693	 
		  	  
	  
	 	 	  
	  
	 
	 Increase in cash
	  	 	391,729	 	 	 	4,348	 
	 Cash, beginning
	  	 	13,881	 	 	 	9,533	 
		  	  
	  
	 	 	  
	  
	 
	 Cash, ending
	  	$	405,610	 	 	$	13,881	 
		  	  
	  
	 	 	  
	  
	 

 Supplemental cash flow disclosure (Note 18) 

  
 The accompanying notes are an
integral part of these consolidated financial statements. 
  
 7 














 The Very Good Food Company Inc. 

(formerly The Very Good Butchers Inc.) 
 Notes to the
Consolidated Financial Statements 
 For the Years Ended December 31, 2019 and 2018 

(Expressed in Canadian dollars) 
  

 


	1.	 Nature and continuance of operations 



The Very Good Food Company Inc. (formerly The Very Good Butchers Inc.) (the “Company”) was incorporated on December 27,
2016, under the laws of the province of British Columbia, Canada, and its principal activity is the production and distribution of plant based meats, and the operation of a vegan restaurant in Victoria, BC, Canada. The Company changed its name from
The Very Good Butchers Inc. to The Very Good Food Company Inc. on October 1, 2019. 
 The Company’s registered and records
office are located at Suite 409 – 221 West Esplanade, North Vancouver, British Columbia, BC V7M 3J3. 
 These consolidated
financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to realize its assets and satisfy its liabilities in the normal course of business for the
foreseeable future. Management is aware, in making its going concern assessment, of material uncertainties related to events and conditions that may cast significant doubt upon the Company’s ability to continue as a going concern. 

The continued operations of the Company are dependent on future profitable operations, management’s ability to manage costs and the
future availability of equity or debt financing. Whether and when the Company can generate sufficient operating cash flows to pay for its expenditures and settle its obligations as they fall due is uncertain. These consolidated financial statements
do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications that would be necessary were the going concern assumption inappropriate. These adjustments
could be material. 
  

	2.	 Basis of Presentation 



Statement of compliance 

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards
(“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). 

Basis of presentation and consolidation 

These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: The Very Good Butchers
Inc. (formerly 1218151 B.C. Ltd.), 1218169 B.C. Ltd., and 1218158 B.C. Ltd., companies incorporated on July 31, 2019, in the province of British Columbia, Canada. All inter-company balances and transactions have been eliminated on
consolidation. 
 These consolidated financial statements have been prepared on an accrual basis and are based on historical costs,
modified where applicable. The presentation and functional currency of the Company is the Canadian dollar. In the opinion of the Company’s management, all adjustments considered necessary for a fair presentation have been included. 

  
 8 














 The Very Good Food Company Inc. 

(formerly The Very Good Butchers Inc.) 
 Notes to the
Consolidated Financial Statements 
 For the Years Ended December 31, 2019 and 2018 

(Expressed in Canadian dollars) 
  

 

	2.	 Basis of Presentation (continued) 



 

 Significant estimates and assumptions 

The preparation of financial statements in accordance with IFRS requires the Company to make judgments, estimates and assumptions that
affect the application of accounting policies, the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the year. The Company’s management
reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted
for prospectively in the period in which the estimates are revised. 
 Judgments, estimates and assumptions where there is significant
risk of material adjustments to assets and liabilities in future accounting periods include the application of the going concern assumption, net realizable value of inventory, collectability of accounts receivable, carrying value of property and
equipment, right-of-use assets, the fair value measurements for financial instruments, the fair value of share-based payment transactions, and the recoverability and
measurement of deferred tax assets. 
  

	3.	 Significant accounting policies 



Inventory 
 Inventory
consists primarily of finished goods and raw materials. Inventory is measured at the lower of cost and net realizable value. Cost is determined using the weighted average method. Net realizable value is the estimated selling price in the ordinary
course of business, less the estimated costs of completion and selling expenses. If the Company determines that the estimated net realizable value of its inventory is less than the carrying value of such inventory, it records a charge to cost of
sales. 
 Financial instruments 

The Company’s financial instruments consist of cash, accounts receivable, due to/from shareholders, accounts payable and accrued
liabilities, loans payable, and convertible debentures. 
 The Company follows the requirements of IFRS 9, Financial Instruments
(“IFRS 9”). IFRS 9 utilizes a model for recognition and measurement of financial instruments in a single, forward-looking “expected loss” impairment model. 

 

	 	(i)	 Classification and subsequent measurement 



Financial assets 
 On initial
recognition, a financial asset is classified as measured at: amortized cost; fair value through other comprehensive income (“FVOCI”) – debt investment; FVOCI—equity investment; or FVTPL. Financial assets are not reclassified
subsequent to their initial recognition unless the Company changes its business model for managing financial assets in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in
the business model. A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as FVTPL: 
  

	 	•	 	 it is held within a business model whose objective is to hold assets to collect contractual cash flows; and



  

	 	•	 	 its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on
the principal amount outstanding. 



  
 9 














 The Very Good Food Company Inc. 

(formerly The Very Good Butchers Inc.) 
 Notes to the
Consolidated Financial Statements 
 For the Years Ended December 31, 2019 and 2018 

(Expressed in Canadian dollars) 
  

 

	3.	 Significant accounting policies (continued) 



 


	 	(i)	 Classification and subsequent measurement (continued) 



Financial assets (continued) 

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as FVTPL: 

 

	 	•	 	 it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling
financial assets; and 


  

	 	•	 	 its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on
the principal amount outstanding. 


 On initial recognition of an equity investment that is not held for trading, the
Company may irrevocably elect to present subsequent changes in the investment’s fair value in OCI. This election is made on an investment-by-investment basis. All
financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset that
otherwise meets the requirements to be measured at amortized cost or at FVOCI as FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise. 

Financial assets: Subsequent measurement and gains and losses 
  

	 	•	 	 Financial assets at FVTPL: These assets are subsequently measured at fair value. Net gains and losses, including any
interest or dividend income, are recognized in the consolidated statement of comprehensive loss. 


  

	 	•	 	 Financial assets at amortized cost: These assets are subsequently measured at amortized cost using the effective
interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in the consolidated statement of comprehensive loss. Any gain or loss on derecognition is
recognized in the consolidated statement of comprehensive loss. 


  

	 	•	 	 Debt investments at FVOCI: These assets are subsequently measured at fair value. Interest income calculated using the
effective interest method, foreign exchange gains and losses and impairment are recognized in the consolidated statement of comprehensive loss. Other net gains and losses are recognized in OCI. On derecognition, gains and losses accumulated in OCI
are reclassified to the consolidated statement of comprehensive loss. 


  

	 	•	 	 Equity investments at FVOCI: These assets are subsequently measured at fair value. Dividends are recognized as income in
the consolidated statement of comprehensive loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in OCI and are never reclassified to the consolidated statement of
comprehensive loss. 


 Financial liabilities 

Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as FVTPL if it is
classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net
gains and losses, including any interest expense, are recognized in the consolidated statement of comprehensive loss. Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and
foreign exchange gains and losses are recognized in the consolidated statement of comprehensive loss. Any gain or loss on derecognition is also recognized in the consolidated statement of comprehensive loss. 

  
 10 














 The Very Good Food Company Inc. 

(formerly The Very Good Butchers Inc.) 
 Notes to the
Consolidated Financial Statements 
 For the Years Ended December 31, 2019 and 2018 

(Expressed in Canadian dollars) 
  

 

	3.	 Significant accounting policies (continued) 



Financial instruments (continued) 
  


	 	(ii)	 Derecognition 



Financial assets 
 The Company
derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of
ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset. The Company enters into
transactions whereby it transfers assets recognized in its consolidated statement of financial position but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not
derecognized. 
 Financial liabilities 

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also
derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value. 

On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including
any non-cash assets transferred or liabilities assumed) is recognized in the consolidated statement of comprehensive loss. 
  

	 	(iii)	 Offsetting 



Financial assets and financial liabilities are offset and the net amount presented in the consolidated statement of financial position
when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously. 

 

	 	(iv)	 Impairment 



Financial assets and contract assets 

The Company recognizes loss allowances for expected credit losses (“ECL”) on: 

 

	 	•	 	 financial assets measured at amortized cost; 



 

	 	•	 	 debt investments measured at FVOCI; and 



 

	 	•	 	 contract assets (as defined in IFRS 15). 



The Company measures loss allowances on amounts receivable at an amount equal to lifetime ECL. When determining whether the credit risk
of a financial asset has increased significantly since initial recognition and when estimating ECL, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both
quantitative and qualitative information and analysis, based on the Company’s historical experience and informed credit assessment and including forward-looking information. 

The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due. 

  
 11 














 The Very Good Food Company Inc. 

(formerly The Very Good Butchers Inc.) 
 Notes to the
Consolidated Financial Statements 
 For the Years Ended December 31, 2019 and 2018 

(Expressed in Canadian dollars) 
  

 

	3.	 Significant accounting policies (continued) 



Financial instruments (continued) 
  

	 	(iv)	 Impairment (continued) 


  

 The Company considers a financial asset to be in default when: 

 

	 	•	 	 the borrower is unlikely to pay its credit obligations to the Company in full, without recourse by the Company to
actions such as realizing security (if any is held); or 


  

	 	•	 	 the financial asset is more than 90 days past due. 



Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument. 

12-month ECLs are the portion of ECLs that result from default events that are possible within
the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months). 
 The
maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk. 
 Measurement of
ECLs 
 ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash
shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the entity expects to receive). 

ECLs are discounted at the effective interest rate of the financial asset. 

Credit-impaired financial assets 

At each reporting date, the Company assesses whether financial assets carried at amortized cost and debt securities at FVOCI are
credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. 

Evidence that a financial asset is credit-impaired includes the following observable data: 

 

	 	•	 	 significant financial difficulty of the borrower or issuer; 



 

	 	•	 	 a breach of contract such as a default or being more than 90 days past due; 



 

	 	•	 	 the restructuring of a loan or advance by the Company on terms that the Company would not consider otherwise;



  

	 	•	 	 it is probable that the borrower will enter bankruptcy or other financial reorganization; or 



Presentation of allowance for ECL in the statement of financial position 

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets. 

Write-off 

The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic
prospect of recovery. This is generally the case when the Company determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the
write-off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company’s procedures for recovery of amounts due. 

  
 12 














 The Very Good Food Company Inc. 

(formerly The Very Good Butchers Inc.) 
 Notes to the
Consolidated Financial Statements 
 For the Years Ended December 31, 2019 and 2018 

(Expressed in Canadian dollars) 
  

 

	3.	 Significant accounting policies (continued) 



 

 Property and equipment 

Property and equipment are stated at historical cost less accumulated depreciation and accumulated impairment losses. 

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to
the consolidated statement of comprehensive loss during the financial period in which they are incurred. 
 Gains and losses on
disposals are determined by comparing the proceeds with the carrying amount and are recognized in the consolidated statement of comprehensive loss. 

Amortization is calculated on a straight-line method to write off the cost of the assets to their residual values over their estimated
useful lives. The amortization rates applicable to each category of property and equipment are as follows: 
  

					
	                	 	Class of property and equipment	  	Amortization rate
			
		 	 Restaurant and production equipment
	  	 5 years

	                 
	 	 Furniture and fixtures
	  	 5 years

		 	 Computer equipment
	  	 1 year

		 	 Computer software
	  	 1 year

		 	 Leasehold improvements
	  	 Term of lease


 Impairment of non-financial assets 

At each reporting period, the Company assesses whether there are indicators of impairment for its
non-financial assets. If indicators exist, the Company determines if the recoverable amount of the asset or cash generating unit (“CGU”) is greater than its carrying amount. A CGU is defined as the
smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows of other assets or groups of assets. 

If the carrying amount exceeds the recoverable amount, the asset or CGU is recorded at its recoverable amount with the reduction
recognized in profit or loss. The recoverable amount is the greater of the value in use or fair value less costs to sell. Fair value is the amount the asset could be sold for in an arm’s length transaction. The value in use is the present value
of the estimated future cash flows of the asset from its continued use. The fair value less costs to sell considers the continued development of a property and market transactions in a valuation model. 

Impairments are reversed in subsequent periods when there has been an increase in the recoverable amount of a previously impaired asset
or CGU and these reversals are recognized in profit or loss. The recovery is limited to the original carrying amount less depreciation, if any, that would have been recorded had the asset not been impaired. 

  
 13 














 The Very Good Food Company Inc. 

(formerly The Very Good Butchers Inc.) 
 Notes to the
Consolidated Financial Statements 
 For the Years Ended December 31, 2019 and 2018 

(Expressed in Canadian dollars) 
  

 

	3.	 Significant accounting policies (continued) 



 

 Revenue recognition 

The Company generates revenue from the sale of vegan meats through a storefront, a vegan restaurant, public markets, wholesale
arrangements and online e-commerce sales. The time between invoicing and when payment is due is not significant and none of the Company’s contracts contain a significant financing component. 

The Company follows IFRS 15, Revenue from Contracts with Customers (“IFRS 15”), to recognize its revenue. IFRS 15
establishes a five-step model to account for revenue arising from contracts with customers. Under IFRS 15 the Company’s accounting policy for revenue recognition is as follows: i) identify the contract with the customer; ii) identify the
performance obligation(s) in the contract; iii) determine the transaction price; iv) allocate the transaction price to the performance obligation(s); and (v) recognize revenue when (or as) performance obligation(s) are satisfied. 

For storefront, restaurant and public market sales, revenue is recognized immediately upon providing the customer with the product. For
wholesale arrangements and online e-commerce sales, revenue is recognized when delivery has occurred and there is no unfulfilled obligation that could affect the customer’s acceptance. These criteria are
generally met at the time the product leaves the Company’s premises and at that point, control has passed to the customer. Revenue is measured based on the price specified in the Company’s invoice provided to the customer. The Company does
not have any multiple-element revenue arrangements. Revenue is presented net of discounts and sales and other related taxes. 
 Income taxes

 Cost of sales includes the expenses incurred to acquire and produce inventory for sale, including product costs, freight
costs, packaging costs and labour costs. In addition, cost of sales consists of provisions for reserves related to product shrinkage, excess or obsolete inventory, or lower of cost and net realizable value adjustments as required. 

Current income tax: 

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the
taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date, in the countries where the Company operates and generates taxable income. 

Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive
income or equity and not in profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where
appropriate. 
 Deferred income tax: 

Deferred income tax is recognized, using the asset and liability method, on temporary differences at the reporting date arising between
the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. 
 The carrying amount of deferred
income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. 

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is
realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. 

  
 14 














 The Very Good Food Company Inc. 

(formerly The Very Good Butchers Inc.) 
 Notes to the
Consolidated Financial Statements 
 For the Years Ended December 31, 2019 and 2018 

(Expressed in Canadian dollars) 
  

 

	3.	 Significant accounting policies (continued) 



 

 Deferred income tax assets and deferred income tax liabilities are offset, if a legally
enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority. 

Loss per share 
 Basic
loss per share is calculated by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding in the period. For all periods presented, the loss attributable to common shareholders equals the
reported loss attributable to owners of the Company. Diluted loss per share is calculated by the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding for the calculation of diluted loss per
share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the period. 

Comprehensive loss 

Comprehensive loss is the change in the Company’s net assets that results from transactions, events and circumstances from sources
other than the Company’s shareholders and includes items that are not included in the consolidated statement of loss. 
 Recently adopted
accounting standards 
 On January 13, 2016, the IASB published a new standard, IFRS 16, Leases, eliminating the
current dual accounting model for lessees, which distinguishes between on-balance sheet finance leases and off-balance sheet operating leases. Under the new standard, a
lease becomes an on-balance sheet liability that attracts interest, together with a new right-of-use asset. In addition, lessees
will recognize a front-loaded pattern of expense for most leases, even when cash rentals are constant. IFRS 16 is effective for annual periods beginning on or after January 1, 2019, with earlier adoption permitted. 

Effective January 1, 2019, the Company adopted this standard using the modified retrospective approach under which the cumulative
effect of initial application was recognized in retained earnings at January 1, 2019. Prior periods have not been restated for the impact of IFRS 16. Comparative information is still reported under IAS 17 and IFRIC 4. The impact of this change
in accounting policy is noted below. 
 For contracts entered into before January 1, 2019, the Company determined whether the
arrangement contained a lease under IAS 17. Prior to the adoption of IFRS 16, these leases were classified as operating or finance leases based on an assessment of whether the lease transferred significantly all the risks and rewards of ownership of
the underlying asset. The Company leases retail space and equipment. 
 On transition, the Company elected to apply the practical
expedient to grandfather the determination of which contract is or contains a lease and applied IFRS 16 to those contracts that were previously identified as leases. Upon transition to the new standard, right-of-use assets and lease liabilities were measured at the present value of the remaining lease payments discounted by the Company’s incremental borrowing rate as at January 1, 2019. The non-cash adjustment has been excluded from the consolidated statement of cash flows. The weighted average incremental borrowing rate applied to lease liabilities recognized under IFRS 16 was 10.57%. 

For contracts entered into subsequent to January 1, 2019 at inception of the contract, the Company assesses whether a contract is,
or contains, a lease by evaluating if the contract conveys the right to control the use of an identified asset. For contracts that contain a lease, the Company recognizes a
right-of-use asset and a lease liability at the lease commencement date. 

  
 15 














 The Very Good Food Company Inc. 

(formerly The Very Good Butchers Inc.) 
 Notes to the
Consolidated Financial Statements 
 For the Years Ended December 31, 2019 and 2018 

(Expressed in Canadian dollars) 
  

 

	3.	 Significant accounting policies (continued) 



Recently adopted accounting standards (continued) 

 

 The
right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted by any initial direct costs, and costs to dismantle
and remove the underlying asset less any lease incentives. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date
to the earlier of the end of the useful life of the underlying asset or the end of the lease term. Under IFRS 16, right-of-use assets is tested for impairment in
accordance with IAS 36, Impairment of Assets. This replaced the previous requirement to recognize a provision for onerous lease contacts. 

The lease liability is initially measured at the present value of lease payments to be paid subsequent to the commencement date of the
lease, discounted either at the interest rate implicit in the lease or the Company’s incremental borrowing rate. The lease payments measured in the initial lease liability include payments for an optional renewal period, if any, if the Company
is reasonably certain that it will exercise a renewal extension option. The liability is measured at amortized cost using the effective interest method and will be remeasured when there is a change in either the future lease payments or assessment
of whether an extension or other option will be exercised. The lease liability is subsequently adjusted for lease payments and interest on the obligation. Interest expense on the lease obligation is included in the consolidated statement of
comprehensive loss. 
 On transition, the Company elected not to recognize right-of-use assets and lease liabilities for leases with a lease term of less than 12 months and for low value leases and recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term, as permitted by IFRS 16. See Note 8 for a continuity schedule of the right-of-use assets. See
Note 12 for a continuity schedule of the lease liabilities. 
 Adoption of IFRS 16 had the following impact on the consolidated
statement of financial position as at January 1, 2019: 
  

													
	 	  	(As Previously
Reported Under
IAS 17)	 	  	 	 	  	 	 
	 	  	December 31,
2018	 	  	IFRS 16
Effects	 	  	January 1,
2019	 
	 Assets
	  				  				  			
	 Property and equipment
	  	$	 78,949	 	  	$	(45,271	) 	  	$	 33,678	 
	 Right-of-use assets
	  	 	—  	 	  	 	122,930	 	  	 	122,930	 
	 Total Assets
	  	 	125,103	 	  	 	77,659	 	  	 	202,762	 
	 Liabilities
	  				  				  			
	 Current liabilities
	  				  				  			
	 Current portion of lease liabilities
	  	 	27,361	 	  	 	15,742	 	  	 	43,103	 
	 Total current liabilities
	  	 	303,612	 	  	 	15,742	 	  	 	319,354	 
	 Lease liabilities
	  	 	6,256	 	  	 	61,917	 	  	 	68,173	 
	 Total Liabilities
	  	$	642,373	 	  	$	 77,659	 	  	$	720,032	 


  
 16 














 The Very Good Food Company Inc. 

(formerly The Very Good Butchers Inc.) 
 Notes to the
Consolidated Financial Statements 
 For the Years Ended December 31, 2019 and 2018 

(Expressed in Canadian dollars) 
  

 

	3.	 Significant accounting policies (continued) 



 

 Accounting standards issued but not yet effective 

Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are
either not applicable or are not expected to have a significant impact on the Company’s consolidated financial statements. 

Reclassification of prior year comparative figures 

Certain comparative figures in the consolidated statement of comprehensive loss have been reclassified for consistency with the current
year presentation. These reclassifications had no effect on the reported results of operations. 
  

	4.	 Accounts receivable 



 

									
	 	  	December 31,
2019	 	  	December 31,
2018	 
	 Trade accounts receivable
	  	$	38,211	 	  	$	11,559	 
	 GST Input tax credits
	  	 	34,633	 	  	 	—  	 
		  	  
	  
	 	  	  
	  
	 
		  	$	72,844	 	  	$	11,559	 
		  	  
	  
	 	  	  
	  
	 

  

	5.	 Inventory 



Inventory consisted primarily of finished goods, raw materials and packaging supplies, which were either at the retail location or in the
office storage space. 
  

									
	 	  	December 31,
2019	 	  	December 31,
2018	 
	 Finished goods
	  	$	22,816	 	  	$	2,500	 
	 Raw materials
	  	 	25,057	 	  	 	—  	 
	 Packaging supplies
	  	 	8,050	 	  	 	—  	 
		  	  
	  
	 	  	  
	  
	 
		  	$	55,923	 	  	$	2,500	 
		  	  
	  
	 	  	  
	  
	 

 During the year ended December 31, 2019, $295,457 (2018—$373,352) of inventory was sold and
recognized in cost of sales. 
  

	6.	 Prepaid and deposits 



 

									
	 	  	December 31,
2019	 	  	December 31,
2018	 
	 Prepaid expenses
	  	$	56,341	 	  	$	7,974	 
	 Security deposits
	  	 	26,312	 	  	 	5,240	 
	 Development costs
	  	 	—  	 	  	 	5,000	 
		  	  
	  
	 	  	  
	  
	 
		  	$	82,653	 	  	$	18,214	 
		  	  
	  
	 	  	  
	  
	 


  
 17 














 The Very Good Food Company Inc. 

(formerly The Very Good Butchers Inc.) 
 Notes to the
Consolidated Financial Statements 
 For the Years Ended December 31, 2019 and 2018 

(Expressed in Canadian dollars) 
  

 


	7.	 Property and equipment 



 

																													
	 	  	Restaurant
and
Production
Equipment	 	 	Furniture
and
Fixtures	 	 	Computer
Equipment	 	 	Computer
Software	 	 	Leasehold
Improvements	 	 	Vehicle	 	 	Total	 
	 Cost:
	  				 				 				 				 				 				 			
	 At January 1, 2018
	  	$	 31,841	 	 	$	 9,254	 	 	$	 891	 	 	$	 9,269	 	 	$	 16,202	 	 	$	 —  	 	 	$	 67,457	 
	 Additions
	  	 	27,864	 	 	 	848	 	 	 	—  	 	 	 	—  	 	 	 	13,503	 	 	 	—  	 	 	 	42,215	 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 At December 31, 2018
	  	 	59,705	 	 	 	10,102	 	 	 	891	 	 	 	9,269	 	 	 	29,705	 	 	 	—  	 	 	 	109,672	 
	 IFRS 16 transition adjustment
	  	 	(58,634	) 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	(58,634	) 
	 Additions
	  	 	196,449	 	 	 	7,928	 	 	 	11,250	 	 	 	—  	 	 	 	40,731	 	 	 	61,222	 	 	 	317,580	 
	 Transferred from
right-of-use assets
	  	 	19,415	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	19,415	 
	 Impairment
	  	 	(21,422	) 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	(21,422	) 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 At December 31, 2019
	  	$	195,513	 	 	$	18,030	 	 	$	12,141	 	 	$	 9,269	 	 	$	70,436	 	 	$	61,222	 	 	$	366,611	 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Depreciation and impairment:
	  
	 				 				 				 			
	 At January 1, 2018
	  	$	(2,872	) 	 	$	(925	) 	 	$	(245	) 	 	$	(4,634	) 	 	$	(2,262	) 	 	$	 —  	 	 	$	(10,938	) 
	 Depreciation
	  	 	(8,700	) 	 	 	(1,865	) 	 	 	(646	) 	 	 	(4,635	) 	 	 	(3,939	) 	 	 	—  	 	 	 	(19,785	) 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 At December 31, 2018
	  	 	(11,572	) 	 	 	(2,790	) 	 	 	(891	) 	 	 	(9,269	) 	 	 	(6,201	) 	 	 	—  	 	 	 	(30,723	) 
	 IFRS 16 transition adjustment
	  	 	13,363	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	13,363	 
	 Depreciation
	  	 	(22,855	) 	 	 	(3,323	) 	 	 	(3,715	) 	 	 	—  	 	 	 	(13,744	) 	 	 	(6,122	) 	 	 	(49,759	) 
	 Impairment
	  	 	10,017	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	10,017	 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 At December 31, 2019
	  	$	(11,047	) 	 	$	(6,113	) 	 	$	(4,606	) 	 	$	(9,269	) 	 	$	(19,945	) 	 	$	(6,122	) 	 	$	(57,102	) 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 Net book value:
	  				 				 				 				 				 				 			
	 At December 31, 2018
	  	$	48,133	 	 	$	 7,312	 	 	$	—  	 	 	$	 —  	 	 	$	23,504	 	 	$	 —  	 	 	$	78,949	 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
	 At December 31, 2019
	  	$	184,466	 	 	$	11,917	 	 	$	 7,535	 	 	$	 —  	 	 	$	 50,491	 	 	$	55,100	 	 	$	309,509	 
		  	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 

 The Company’s finance lease obligations are secured by the lessor’s title to the leased assets. 

  
 18 














 The Very Good Food Company Inc. 

(formerly The Very Good Butchers Inc.) 
 Notes to the
Consolidated Financial Statements 
 For the Years Ended December 31, 2019 and 2018 

(Expressed in Canadian dollars) 
  

 


	8.	 Right-of-use assets



  

													
	 	  	Right-of-Use
Building	 	  	Right-of-Use
Equipment	 	  	Total	 
	 Cost:
	  				  				  			
	 Balance, January 1, 2018, and December 31, 2018
	  	$	 —  	 	  	$	 —  	 	  	$	 —  	 
	 IFRS 16 transition adjustment
	  	 	77,659	 	  	 	58,634	 	  	 	136,293	 
	 Additions
	  	 	212,196	 	  	 	189,513	 	  	 	401,709	 
	 Transferred to property and equipment
	  	 	—  	 	  	 	(31,840	) 	  	 	(31,840	) 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Balance, December 31, 2019
	  	 	289,855	 	  	 	216,307	 	  	 	506,162	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Depreciation and impairment:
	  				  				  			
	 Balance, January 1, 2018 and December 31, 2018
	  	 	—  	 	  	 	—  	 	  	 	—  	 
	 IFRS 16 transition adjustment
	  	 	—  	 	  	 	(13,363	) 	  	 	(13,363	) 
	 Depreciation
	  	 	(68,827	) 	  	 	(42,997	) 	  	 	(111,824	) 
	 Transferred to property and equipment
	  	 	—  	 	  	 	12,425	 	  	 	12,425	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Balance, December 31, 2019
	  	 	(68,827	) 	  	 	(43,935	) 	  	 	(112,762	) 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Carrying amounts:
	  				  				  			
	 Balance, December 31, 2018
	  	$	 —  	 	  	$	 —  	 	  	$	 —  	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Balance, December 31, 2019
	  	$	221,028	 	  	$	172,372	 	  	$	393,400	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 

  

	9.	 Accounts payables and accrued liabilities 



 

									
	 	  	December 31,
2019	 	  	December 31,
2018	 
	 Accounts payable
	  	$	160,095	 	  	$	72,853	 
	 Accrued liabilities
	  	 	71,680	 	  	 	63,620	 
	 Government remittances payable
	  	 	531	 	  	 	15,317	 
		  	  
	  
	 	  	  
	  
	 
		  	$	232,306	 	  	$	151,790	 
		  	  
	  
	 	  	  
	  
	 

  

	10.	 Loans payable 


  

									
	 	  	December 31,
2019	 	  	December 31,
2018	 
	 Balance, beginning
	  	$	66,040	 	  	$	49,973	 
	 Additions
	  	 	127,344	 	  	 	125,150	 
	 Interest expense
	  	 	29,598	 	  	 	32,622	 
	 Repayments
	  	 	(191,801	) 	  	 	(141,705	) 
		  	  
	  
	 	  	  
	  
	 
	 Balance, ending
	  	$	 31,181	 	  	$	66,040	 
		  	  
	  
	 	  	  
	  
	 


  
 19 














 The Very Good Food Company Inc. 

(formerly The Very Good Butchers Inc.) 
 Notes to the
Consolidated Financial Statements 
 For the Years Ended December 31, 2019 and 2018 

(Expressed in Canadian dollars) 
  

 

	10.	 Loans payable (continued) 



 

 The Company’s loans payable outstanding as at December 31, 2018, are as
follows: 
  

																					
	 	  	Opening	 	  	Principal	 	  	Interest	 	  	Repayment	 	 	Total	 
	 Loan 1
	  	$	25,123	 	  	$	—  	 	  	$	—  	 	  	$	(25,123	) 	 	$	—  	 
	 Loan 2
	  	 	24,850	 	  	 	—  	 	  	 	—  	 	  	 	(24,850	) 	 	 	—  	 
	 Loan 3
	  	 	—  	 	  	 	56,550	 	  	 	12,728	 	  	 	(31,456	) 	 	 	37,822	 
	 Loan 4
	  	 	—  	 	  	 	15,000	 	  	 	4,350	 	  	 	(19,350	) 	 	 	—  	 
	 Loan 5
	  	 	—  	 	  	 	8,000	 	  	 	2,320	 	  	 	(10,320	) 	 	 	—  	 
	 Loan 6
	  	 	—  	 	  	 	13,000	 	  	 	3,770	 	  	 	(16,770	) 	 	 	—  	 
	 Loan 7
	  	 	—  	 	  	 	15,000	 	  	 	4,350	 	  	 	(13,836	) 	 	 	5,514	 
	 Loan 8
	  	 	—  	 	  	 	17,600	 	  	 	5,104	 	  	 	—  	 	 	 	22,704	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	 	  
	  
	 
	 Total
	  	$	49,973	 	  	$	125,150	 	  	$	32,622	 	  	$	(141,705	) 	 	$	66,040	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	 	  
	  
	 

 The Company’s loans payable outstanding as at December 31, 2019, are as follows: 

 

																					
	 	  	Opening	 	  	Principal	 	  	Interest	 	  	Repayment	 	 	Total	 
	 Loan 3
	  	$	37,822	 	  	$	—  	 	  	$	2,985	 	  	$	(37,737	) 	 	$	3,070	 
	 Loan 7
	  	 	5,514	 	  	 	—  	 	  	 	—  	 	  	 	(5,514	) 	 	 	—  	 
	 Loan 8
	  	 	22,704	 	  	 	—  	 	  	 	3,272	 	  	 	(25,976	) 	 	 	—  	 
	 Loan 9
	  	 	—  	 	  	 	50,000	 	  	 	10,698	 	  	 	(47,587	) 	 	 	13,111	 
	 Loan 10
	  	 	—  	 	  	 	40,000	 	  	 	—  	 	  	 	(25,000	) 	 	 	15,000	 
	 Loan 11
	  	 	—  	 	  	 	37,344	 	  	 	12,643	 	  	 	(49,987	) 	 	 	—  	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	 	  
	  
	 
	 Total
	  	$	66,040	 	  	$	127,344	 	  	$	29,598	 	  	$	(191,801	) 	 	$	31,181	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	 	  
	  
	 

 Loans 1 and 2, and Loans 4 through 9, are interest bearing at 21% per annum, unsecured with no set terms
of repayment. During the year ended December 31, 2018, the Company repaid Loans 1 and 2, and Loans 4 through 6. During the year ended December 31, 2019, the Company repaid Loans 7 and 8. 

Loan 3 is interest bearing at 23.08% per annum, payable monthly, secured against the Company’s net assets as at the reporting date
with personal guarantees from the CEO and a director, and due on January 13, 2020. In addition, the Company paid a fee of $3,450 as issuance costs. Loan 3 was subsequently repaid. 

Loan 10 was executed for the purchase of a vehicle. Loan 10 is non-interest bearing, secured
against the purchased vehicle, and due on May 1, 2020. Pursuant to the loan agreement, the Company made a down payment of $15,000, and is to make 10 monthly instalments of $4,000. Loan 10 was subsequently repaid. 

Loan 11 is interest bearing at 68% per annum, with payments of $480 required on each business day, secured against the Company’s net
assets as at the reporting date with personal guarantees from the CEO and a director, and due on September 4, 2019. The Company also incurred an original issue discount of $11,087 and loan fees of $1,556. During the year ended December 31,
2019, the Company repaid Loan 11. 

  
 20 














 The Very Good Food Company Inc. 

(formerly The Very Good Butchers Inc.) 
 Notes to the
Consolidated Financial Statements 
 For the Years Ended December 31, 2019 and 2018 

(Expressed in Canadian dollars) 
  

 


	11.	 Convertible debentures 



 

	 	a)	 During the year ended December 31, 2018, the Company issued $351,000 in convertible debentures. In connection
with the issuance of the debentures, the Company incurred financing costs of $31,113 and received a net amount of $319,887. On January 11, 2019, the Company completed additional financing of $249,000 in convertible debentures from the same
lender. In connection with the issuance of the debentures, the Company incurred financing costs of $20,284 and received a net amount of $228,716. The debentures are unsecured, accrue simple interest at 6% per annum and mature on November 30,
2021. The convertible debentures automatically convert at the earlier of: 


  

	 	(i)	 Qualified financing conversion – if the Company raises gross proceeds of at least $2,000,000, other than
convertible notes. The debt will covert at the lower of: 


  

	 	a.	 85% of the lowest price sold in the qualified financing; 



 

	 	b.	 the price determined by dividing $7,500,000 by the number of outstanding common shares in the capital of the Company
on a fully diluted basis 


  

	 	(ii)	 Liquidity event – if the Company sells shares or assets which triggers a change in control. The debt will convert
at the lower of: 


  

	 	a.	 85% of the price of the highest-ranking shares based on the valuation given at the liquidity event.



  

	 	b.	 the price determined by dividing $7,500,000 by the number of outstanding common shares in the capital of the Company
on a fully diluted basis 


  

	 	(iii)	 Maturity date – November 30, 2021. The debt will convert at the lower of: 



 

	 	a.	 85% of the price per common shares issued by the Company during the 6-month
period preceding the maturity date. 


  

	 	b.	 the price determined by dividing $7,500,000 by the number of outstanding common shares in the capital of the Company
on a fully diluted basis 


 As the number of shares to be issued are variable, the convertible debentures are
accounted for as a liability with no embedded conversion feature. The effective interest rate of 21% per annum is used, based on the interest rate for loans payable. The financing costs have been netted against the principal balance of the
debentures and will be accreted over the term of the debentures using the effective interest method. 
 During the year ended
December 31, 2019, the Company recognized interest and accretion expense of $41,031 (2018 – $12,618). As at December 31, 2019, a total of $602,252 (2018 – $332,505) is outstanding for principal and accrued interest, net of
unamortized debt financing costs of $22,784 (2018 – $31,113). 

  
 21 














 The Very Good Food Company Inc. 

(formerly The Very Good Butchers Inc.) 
 Notes to the
Consolidated Financial Statements 
 For the Years Ended December 31, 2019 and 2018 

(Expressed in Canadian dollars) 
  

 

	11.	 Convertible debentures (continued) 



 


	 	b)	 On June 20, 2019, the Company completed a financing of convertible debentures in the principal amount of
$300,000, which bears compound interest at 1.5% per month, and matures on December 31, 2019. In connection with the issuance of the debentures, the Company paid a finders’ fee of $30,000 and received a net amount of $270,000. These
debentures become convertible if the Company undergoes a change of control, amalgamation, merger or other business combination resulting in a “going public transaction”, or in the process of any such transaction raises funds in excess of
$2,000,000 as part of the Company’s “going public transaction” (“Qualified Financing”). The debentures will be convertible at a price per share, or per unit, which is equal to the lesser of 85% of the lowest price per share,
or unit, sold in the Qualified Financing. 


 As the number of shares to be issued are variable, the convertible
debentures are accounted for as a liability with no embedded conversion feature. The effective interest rate of 21% per annum is used, based on the interest rate for loans payable. The convertible debentures are accreted up over the payment term
using the effective interest method. 
 During the year ended December 31, 2019, the Company recognized interest and accretion
expense of $59,099. As at December 31, 2019, a total of $329,099 is outstanding for principal and accrued interest, net of unamortized debt financing costs of $nil. 
  

	 	c)	 During the year ended December 31, 2019, the Company entered into convertible promissory notes totaling $86,400,
of which $75,000 were received for cash and $11,400 in consideration for consulting fees. The debentures have the same terms as the convertible debentures in a). 



During the year ended December 31, 2019, the Company recognized interest expense totaling $3,514. As at December 31, 2019, a
total of $89,914 is outstanding for principal and accrued interest. 
  

									
	 	  	December 31,
2019	 	  	December 31,
2018	 
	 Balance, beginning
	  	$	332,505	 	  	$	—  	 
	 Additions, net of transaction costs
	  	 	585,116	 	  	 	319,887	 
	 Interest and accretion expense
	  	 	103,644	 	  	 	12,618	 
		  	  
	  
	 	  	  
	  
	 
	 Balance, ending
	  	$	1,021,265	 	  	$	332,505	 
		  	  
	  
	 	  	  
	  
	 

  

	12.	 Lease liabilities 



Lease liabilities consist of leases for retail and storage space, and restaurant production equipment. The leases have been discounted
using a 10.57% weighted average interest rate. 
  

					
	 Lease liability at December 31, 2018
	  	$	 33,616	 
	 IFRS 16 transition adjustment
	  	 	77,659	 
	 Additions
	  	 	401,709	 
	 Less: lease payments
	  	 	(163,289	) 
	 Interest expense
	  	 	42,777	 
		  	  
	  
	 
	 Lease liability at December 31, 2019
	  	 	392,472	 
	 Less: current portion
	  	 	135,325	 
		  	  
	  
	 
	 Long-term portion
	  	$	 257,147	 
		  	  
	  
	 


  
 22 














 The Very Good Food Company Inc. 

(formerly The Very Good Butchers Inc.) 
 Notes to the
Consolidated Financial Statements 
 For the Years Ended December 31, 2019 and 2018 

(Expressed in Canadian dollars) 
  

 

	12.	 Lease liabilities (continued) 



 

 The Company’s future minimum lease payments for the retail and storage space
leases and equipment is as follows: 
  

													
	 	  	Retail and
Storage
Space	 	  	Equipment	 	  	Total	 
	 Fiscal year ending December 31, 2020
	  	$	82,064	 	  	$	 87,573	 	  	$	169,637	 
	 Fiscal year ending December 31, 2021
	  	 	84,046	 	  	 	76,289	 	  	 	160,335	 
	 Fiscal year ending December 31, 2022
	  	 	75,227	 	  	 	13,546	 	  	 	88,773	 
	 Fiscal year ending December 31, 2023
	  	 	30,300	 	  	 	2,100	 	  	 	32,400	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Total lease payments
	  	 	271,637	 	  	 	179,508	 	  	 	451,145	 
	 Amounts representing interest over the term of the lease
	  	 	(31,566	) 	  	 	(27,107	) 	  	 	(58,673	) 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Present value of net lease payments
	  	 	240,071	 	  	 	152,401	 	  	 	392,472	 
	 Less: Current portion
	  	 	66,254	 	  	 	69,071	 	  	 	135,325	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Long-term portion
	  	$	173,817	 	  	$	 83,330	 	  	$	257,147	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 

  

	13.	 Related party transactions 



Related party balances 

As at December 31, 2019, the Company has $18,722 (2018 – $55,464 owing to) owing from the Chief Executive Officer, director and
significant shareholder of the Company for expenses paid on behalf of the Company and wages payable. The amount is unsecured, non-interest bearing and has no fixed terms of repayment. 

As at December 31, 2019, the Company has $5,558 (2018 – $2,957 owing to) owing from a director of the Company for expenses paid
on behalf of the Company and wages payable. The amount is unsecured, non-interest bearing and has no fixed terms of repayment. 

As at December 31, 2019, the Company has $3,413 (2018 – $nil) owing to the Chief Financial Officer of the Company, which is
included in accounts payable and accrued liabilities. The amount is unsecured, non-interest bearing and has no fixed terms of repayment. 

As at December 31, 2019, the Company has $5,815 (2018 – $nil) owing from the Chief Financial Officer of the Company, which is
included in prepaids and deposits for prepayment of professional fees. 
 As at December 31, 2019, the Company has $nil (2018
– $33) owing from a shareholder of the Company. The amount is unsecured, non-interest bearing and has no fixed terms of repayment. 

Related party transactions 

During the year ended December 31, 2019, $95,027 (2018 – $72,603) was incurred as salaries to the CEO and a director of the
Company. 
 During the year ended December 31, 2019, the Company incurred $84,844 (2018 – $nil) of professional fees to the
Chief Financial Officer of the Company, of which $27,500 was paid by the issuance of 183,337 units. Each unit consists of one common share and one-half of share purchase warrant exercisable at a price of $0.30
per share for a period of 12 months from issuance, subject to early acceleration in certain circumstances. 

  
 23 














 The Very Good Food Company Inc. 

(formerly The Very Good Butchers Inc.) 
 Notes to the
Consolidated Financial Statements 
 For the Years Ended December 31, 2019 and 2018 

(Expressed in Canadian dollars) 
  

 

	13.	 Related party transactions (continued) 



 

 During the year ended December 31, 2019, $179,227 (2018 – $nil) was
recognized as share based payments for stock options granted to the officers and directors of the Company. 
  

	14.	 Share capital 



Authorized share capital 

Unlimited number of common shares without par value. 

Share subdivisions 
 On
August 8, 2018, the Company completed a non-cash subdivision of its 8 outstanding common shares into 3,000,000 common shares. 

On June 20, 2019, the Company completed a non-cash subdivision of the existing 3,000,000
shares into 30,000,000 common shares. 
 All share and per share amounts in these consolidated financial statements have been
retroactively adjusted to reflect the share subdivisions. 
 Issued share capital 

 

	 	a)	 On July 31, 2019, the Company closed a private placement of 12,332,002 units for gross proceeds of $1,849,800.
Each unit issued was comprised of one common share and one-half of share purchase warrant exercisable at a price of $0.30 per share for a period of 12 months from issuance, subject to early acceleration in
certain circumstances. 


  

	 	b)	 On August 19, 2019, pursuant to a consultancy agreement entered into January 1, 2019, the Company issued
3,000,000 units with a fair value of $450,000, of which $67,814 was allocated to warrants. Each unit issued was comprised of one common share and one-half of share purchase warrant exercisable at a price of
$0.30 per share for a period of 12 months from issuance, subject to early acceleration in certain circumstances. 


  

	 	c)	 During the year ended December 31, 2019, pursuant to a management services agreement entered into July 15,
2019, with the Chief Financial Officer of the Company, the Company issued a total of 183,337 units with a fair value of $27,500, of which $4,147 was allocated to warrants. Each unit issued was comprised of one common share and one-half of share purchase warrant exercisable at a price of $0.30 per share for a period of 12 months from issuance, subject to early acceleration in certain circumstances. 



 

	15.	 Warrants 



The following table summarizes information about the warrants at December 31, 2019 and 2018, and the changes for the periods then
ended: 
  

									
	 	  	Number of
warrants	 	  	Weighted
average
exercise
price	 
	 Warrants outstanding, January 1, 2018, and December 31, 2018
	  	 	—  	 	  	$	 —  	 
	 Issued
	  	 	7,757,670	 	  	 	0.30	 
		  	  
	  
	 	  	  
	  
	 
	 Warrants outstanding, December 31, 2019
	  	 	7,757,670	 	  	$	0.30	 
		  	  
	  
	 	  	  
	  
	 


  
 24 














 The Very Good Food Company Inc. 

(formerly The Very Good Butchers Inc.) 
 Notes to the
Consolidated Financial Statements 
 For the Years Ended December 31, 2019 and 2018 

(Expressed in Canadian dollars) 
  

 

	15.	 Warrants (continued) 



 

 The Company’s warrants are exercisable only for common shares. The following table
summarizes information about warrants outstanding and exercisable at December 31, 2019: 
  

													
	 Exercise price
	  	Expiry
date	 	  	Warrants
outstanding	 	  	Weighted average
remaining
contracted life
(years)	 
	 $0.30
	  	 	July 31, 2020	 	  	 	6,174,335	 	  	 	0.58	 
	 $0.30
	  	 	August 16, 2020	 	  	 	1,500,000	 	  	 	0.63	 
	 $0.30
	  	 	August 30, 2020	 	  	 	16,667	 	  	 	0.67	 
	 $0.30
	  	 	September 30, 2020	 	  	 	16,667	 	  	 	0.75	 
	 $0.30
	  	 	October 31, 2020	 	  	 	16,667	 	  	 	0.84	 
	 $0.30
	  	 	November 30, 2020	 	  	 	16,667	 	  	 	0.92	 
	 $0.30
	  	 	December 31, 2020	 	  	 	16,667	 	  	 	1.00	 

 The fair value of warrants issued for services was determined to be $71,961 and estimated using the
Black-Scholes Option Pricing Model with the following assumptions: 
  

					
	 	  	2019	 
	 Risk-free interest rate
	  	 	1.57	% 
	 Dividend yield
	  	 	0	% 
	 Expected volatility
	  	 	150	% 
	 Expected life (years)
	  	 	1.0	 
	 Forfeiture rate
	  	 	0	% 

  

	16.	 Stock Options 



The Company’s Board of Directors approved a stock incentive plan in accordance with the policies of the Canadian Securities Exchange
(the “Exchange”), of which the Company has applied for a listing. Refer to Note 20. The Board of Directors is authorized to grant options to directors, officers, consultants or employees to acquire up to 10% of the issued and outstanding
common shares of the Company. The exercise price will not be less than $0.10 per share and, in the event that the Company is listed on the Exchange, the market price of the common shares on the trading day immediately preceding the date of the
grant, less applicable discounts permitted by the Exchange. The options that may be granted under this plan must be exercisable for over a period of not exceeding 5 years. 

The following table summarizes the continuity of the Company’s stock options: 

 

									
	 	  	Number of
options	 	  	Weighted
average
exercise price	 
	 Outstanding, January 1, 2018, and December 31, 2018
	  	 	—  	 	  	$	 —  	 
	 Granted
	  	 	1,513,500	 	  	 	0.25	 
		  	  
	  
	 	  	  
	  
	 
	 Outstanding, December 31, 2019
	  	 	1,513,500	 	  	$	0.25	 
		  	  
	  
	 	  	  
	  
	 
	 Exercisable, December 31, 2019
	  	 	1,513,500	 	  	$	0.25	 
		  	  
	  
	 	  	  
	  
	 


  
 25 














 The Very Good Food Company Inc. 

(formerly The Very Good Butchers Inc.) 
 Notes to the
Consolidated Financial Statements 
 For the Years Ended December 31, 2019 and 2018 

(Expressed in Canadian dollars) 
  

 

	16.	 Stock Options (continued) 



 

 Additional information regarding stock options outstanding as at September 30,
2019, is as follows: 
  

													
	 Exercise price
	  	Stock options
outstanding	 	  	Stock options
exercisable	 	  	Expiry date	 
	 $0.25
	  	 	1,513,500	 	  	 	1,513,500	 	  	 	December 31, 2024	 
		  	  
	  
	 	  	  
	  
	 	  			
		  	 	1,513,500	 	  	 	1,513,500	 	  			
		  	  
	  
	 	  	  
	  
	 	  			

 The weighted average remaining life of options outstanding is 5.0 years. 

Share-based compensation expense is determined using the Black-Scholes option pricing model. During the year ended December 31,
2019, the Company recognized share-based compensation expense of $200,933 (2018 - $nil) in equity reserves, of which $179,227 (2018—$nil) pertains to directors and officers of the Company. The weighted average fair value of options granted
during the year ended December 31, 2019, was $0.13 (2018 - $nil) per share. Weighted average assumptions used in calculating the fair value of share-based compensation expense are as follows: 

 

									
	 	  	2019	 	 	2018	 
	 Risk-free interest rate
	  	 	1.68	% 	 	 	—  	 
	 Dividend yield
	  	 	0	% 	 	 	—  	 
	 Expected volatility
	  	 	150	% 	 	 	—  	 
	 Expected life (years)
	  	 	5.0	 	 	 	—  	 
	 Forfeiture rate
	  	 	0	% 	 	 	—  	 

  

	17.	 Interest expense 



Interest expense is comprised of the following: 
  

									
	 	  	Year ended
December 31,
2019	 	  	Year ended
December 31,
2018	 
	 Interest on short term loans (Note 10)
	  	$	29,598	 	  	$	32,622	 
	 Interest on finance lease obligations (Note 12)
	  	 	42,777	 	  	 	14,453	 
	 Interest recorded on convertible debentures (Note 11)
	  	 	103,644	 	  	 	12,618	 
	 Other interest income
	  	 	(2,751	) 	  	 	—  	 
		  	  
	  
	 	  	  
	  
	 
		  	$	173,268	 	  	$	59,693	 
		  	  
	  
	 	  	  
	  
	 

  

	18.	 Supplemental cash flow disclosure 



 

									
	 	  	Year ended
December 31,
2019	 	  	Year ended
December 31,
2018	 
	 Adoption of IFRS 16
	  	$	77,659	 	  	$	—  	 
	 ROU assets reclassified to property and equipment
	  	 	19,415	 	  	 	—  	 
	 Property and equipment purchase in accounts payable
	  	 	35,659	 	  	 	—  	 
		  	  
	  
	 	  	  
	  
	 
		  	$	132,733	 	  	$	—  	 
		  	  
	  
	 	  	  
	  
	 


  
 26 














 The Very Good Food Company Inc. 

(formerly The Very Good Butchers Inc.) 
 Notes to the
Consolidated Financial Statements 
 For the Years Ended December 31, 2019 and 2018 

(Expressed in Canadian dollars) 
  

 


	19.	 Financial instruments and financial risk management 



Fair value 
 Assets and
liabilities measured at fair value on a recurring basis were presented on the Company’s consolidated statement of financial position as at December 31, 2019, as follows: 

 

																	
	 	  	Fair Value Measurements Using	 	  	 	 
	 	  	Quoted prices in
active markets for
identical
instruments
(Level 1)	 	  	Significant
other
observable
inputs
(Level 2)	 	  	Significant
unobservable
inputs
(Level 3)	 	  	Balance,
December 31,
2019	 
	 Cash
	  	$	405,610	 	  	$	—  	 	  	$	 —  	 	  	$	 —  	 
	 Convertible debentures
	  	 	—  	 	  	 	—  	 	  	 	1,021,265	 	  	 	1,021,265	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
		  	$	—  	 	  	$	—  	 	  	$	1,021,265	 	  	$	1,021,265	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 

 As at December 31, 2019, the fair value of financial instruments measured on a recurring basis
include convertible debentures based on level 3 inputs, consisting of significant unobservable inputs. The fair value of all other financial instruments approximate their carrying values due to the relatively short-term maturity of these
instruments. 
 Risk factors 

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and
monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows: 

Credit risk 
 Credit
risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is in its cash. This risk is managed through the
use of a major bank which is a high credit quality financial institution as determined by rating agencies. The Company’s secondary exposure to risk is on its other current assets. The carrying amount of financial assets represents the maximum
credit exposure. 
 Liquidity risk 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a
planning and budgeting process in place to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis. The Company ensures that there are sufficient funds to meet its short-term business
requirements, taking into account its anticipated cash flows from operations and its holdings of cash. 
 Historically, the
Company’s sole source of funding has been from shareholder loans, loans payable and convertible debentures. The Company’s access to financing is always uncertain. There can be no assurance of continued access to significant debt or equity
funding. 

  
 27 














 The Very Good Food Company Inc. 

(formerly The Very Good Butchers Inc.) 
 Notes to the
Consolidated Financial Statements 
 For the Years Ended December 31, 2019 and 2018 

(Expressed in Canadian dollars) 
  

 

	19.	 Financial instruments and financial risk management (continued) 



 

 The following is an analysis of the contractual maturities of the Company’s non-derivative financial liabilities as at December 31, 2019: 
  

													
	 	  	Within one
year	 	  	Between one
and five years	 	  	More than
five years	 
	 Accounts payable and accrued liabilities
	  	$	232,306	 	  	$	—  	 	  	$	—  	 
	 Deferred revenue
	  	 	7,576	 	  	 	—  	 	  	 	—  	 
	 Loans payable
	  	 	31,181	 	  	 	—  	 	  	 	—  	 
	 Convertible debt
	  	 	329,099	 	  	 	692,166	 	  	 	—  	 
	 Finance lease obligations
	  	 	135,325	 	  	 	257,147	 	  	 	—  	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
		  	$	735,487	 	  	$	949,313	 	  	$	—  	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 

 Foreign exchange risk 

The Company is not exposed to any significant foreign exchange rate risk. 

Interest rate risk 

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market interest rates. The Company does not have floating rate debt, but the short-term debt has maturities less than a year and could lead to interest rate exposure if the Company decides to renew this debt. A 1% change in market interest rates
would have an impact on the Company’s net loss of $1,732. 
  

	20.	 Capital management 



The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support
the general operations of the Company and facilitate the liquidity needs of its operations. The Company’s policy is to maintain a strong capital base so as to maintain investor and creditor confidence, safeguard the Company’s ability to
support the expansion of sales and production of product and the development of new production sustain future development of the business. The Board of Directors does not establish quantitative return on capital criteria for management, but rather
relies on the expertise of the Company’s management to sustain future development of the business. The Company defines capital to include its working capital position, share capital, and accumulated deficit. Management reviews its capital
management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company’s approach to capital management during the year ended December 31, 2019.
The Company is not subject to externally imposed capital requirements. 
  

	21.	 Commitments 



Finance leases 
  

	 	a)	 On July 20, 2017, the Company entered into a lease agreement for restaurant production equipment. The lease was
for a 2-year term, expiring on July 20, 2019. The Company was required to make monthly payments of $623. At the expiration of the lease, the Company exercised the option to purchase the equipment for $10.



  

	 	b)	 On August 3, 2017, the Company entered into a lease agreement for restaurant production equipment. The lease was
for a 2-year term, expiring on August 3, 2019. The Company was required to make monthly payments of $414. At the expiration of the lease, the Company exercised the option to purchase the equipment for
$10. 



  
 28 














 The Very Good Food Company Inc. 

(formerly The Very Good Butchers Inc.) 
 Notes to the
Consolidated Financial Statements 
 For the Years Ended December 31, 2019 and 2018 

(Expressed in Canadian dollars) 
  

 

	21.	 Commitments (continued) 



Finance leases (continued) 
  


	 	c)	 On August 24, 2017, the Company entered into a lease agreement for restaurant production equipment. The lease was
for a 2-year term, expiring on August 24, 2019. The Company was required to make monthly payments of $811. At the expiration of the lease, the Company exercised the option to purchase the equipment for
$10. 


  

	 	d)	 On December 22, 2017, the Company entered into a lease agreement for the retail and storage space located at 6-1701 Douglas Street, Victoria, BC. The lease is for a 5-year term, commencing on August 1, 2017 and expiring on July 31, 2022. The base rent due under the lease
agreement is $1,252 per month during the first year and increases each subsequent year. The Company will also pay additional rent equivalent to 4% of the Company’s gross retail sales, excluding sales from wholesale orders, in excess of
$2,000,000 per annum. 


  

	 	e)	 On March 28, 2018, the Company entered into four lease agreements for restaurant production equipment. The leases
are for a 3-year term, expiring on March 28, 2021. The Company is required to make weekly payments of $289. At the expiration of the lease, the Company has the option to purchase the equipment for the
price of $10. 


  

	 	f)	 On January 1, 2019, the Company entered into a sub-lease agreement for
kitchen and retail space located at 2527 Government Street, Victoria, BC. The lease is for a 4.5-year term, expiring on June 30, 2023. The base rent due under the
sub-lease agreement is $3,950 per month for the period from January 1 to June 30, 2019, $4,350 per month for the period from July 1, 2019 to June 30, 2020, $4,600 per month for the period
from July 1, 2020 to June 30, 2021, $4,800 per month for the period from July 1, 2021 to June 30, 2022, and $5,050 per month for the period from July 1, 2022 to June 30, 2023. 



Also, in relation to the January 1, 2019 sub-lease agreement, the Company entered into a
rental agreement for the use of fixtures and equipment located at 2527 Government Street, Victoria, BC. The lease is for a 4.5-year term, expiring on June 30, 2023. The rent due under the rental agreement
is $250 per month for the period from January 1, 2019 to June 30, 2020, $300 per month for the period from July 1, 2020 to June 30, 2021, and $350 per month for the period from July 1, 2021 to June 30,
2023.     
  

	 	g)	 On January 9, 2019, the Company entered into a lease agreement for restaurant production equipment. The lease is
for a 3-year term, expiring on January 9, 2022. The Company is required to make monthly payments of $1,858. At the expiration of the lease, the Company has the option to purchase the equipment for $10.



  

	 	h)	 On January 9, 2019, the Company entered into a lease agreement for restaurant production equipment. The lease is
for a 3-year term, expiring on January 9, 2022. The Company is required to make monthly payments of $2,232. 


  

	 	i)	 On March 27, 2019, the Company entered into three lease agreements for equipment. The leases are for a 3-year term, expiring on March 27, 2022. The Company is required to make weekly payments of $188. 


  

	 	j)	 On October 2, 2019, the Company entered into a lease agreement for restaurant production equipment. The lease is
for a 3-year term, expiring on October 2, 2022. The Company is required to make weekly payments of $187. 



  
 29 














 The Very Good Food Company Inc. 

(formerly The Very Good Butchers Inc.) 
 Notes to the
Consolidated Financial Statements 
 For the Years Ended December 31, 2019 and 2018 

(Expressed in Canadian dollars) 
  

 

	21.	 Commitments (continued) 



 

 Operating leases  

As at December 31, 2019, future payments required under non-cancellable operating leases
contracted for but not capitalized in the consolidated financial statements are as follows: 
  

					
	 Fiscal year ending December 31, 2020
	  	$	7,464	 

 During the year ended December 31, 2019, the Company recognized an expense of $46,815 (2018 –
$52,596) resulting from minimum lease payments incurred. 
 Other commitments 

On July 15, 2019 the Company entered into a consulting agreement pursuant to which they engaged Mr. Bonnell as our Chief
Financial Officer. Under the terms of the agreement, Mr. Bonnell is paid $5,000 on the 1st day of each month and $5,000 in units, at a price per unit equal to the greater of $0.15 and the market price of the common shares. Each unit issued is
comprised of one common share and one-half of share purchase warrant exercisable at a price of $0.30 per share for a period of 12 months from issuance, subject to early acceleration in certain circumstances.
The agreement is currently extended on a month to month basis. 
  

	22.	 Income tax expense 



A reconciliation of the expected income tax recovery to the actual income tax recovery is as follows: 

 

									
	 	  	Year ended
December 31,
2019	 	 	Year ended
December 31,
2018	 
	 Net loss
	  	$	(2,341,544	) 	 	$	(398,722	) 
	 Statutory tax rate
	  	 	27	% 	 	 	27	% 
		  	  
	  
	 	 	  
	  
	 
	 Expected income tax recovery at the statutory tax rate
	  	$	(632,000	) 	 	$	(108,000	) 
	 Non-deductible items and other
	  	 	56,000	 	 	 	1,000	 
	 Share issue costs
	  	 	(3,000	) 	 	 	—  	 
	 Adjustments to prior years provision versus statutory tax returns
	  	 	44,000	 	 	 	11,000	 
	 Change in recognized deferred assets
	  	 	535,000	 	 	 	96,000	 
		  	  
	  
	 	 	  
	  
	 
	 Income tax recovery
	  	$	—  	 	 	$	—  	 
		  	  
	  
	 	 	  
	  
	 


  
 30 














 The Very Good Food Company Inc. 

(formerly The Very Good Butchers Inc.) 
 Notes to the
Consolidated Financial Statements 
 For the Years Ended December 31, 2019 and 2018 

(Expressed in Canadian dollars) 
  

 

	22.	 Income tax expense (continued) 



 

 The significant components of deferred income tax assets and liabilities as at
December 31, 2019 and 2018 are as follows: 
  

									
	 	  	December 31,
2019	 	  	December 31,
2018	 
	 Non-capital loss carry-forwards
	  	$	629,000	 	  	$	121,000	 
	 Share issuance costs
	  	 	3,000	 	  	 	—  	 
	 Property and equipment
	  	 	25,000	 	  	 	1,000	 
		  	  
	  
	 	  	  
	  
	 
		  	$	657,000	 	  	$	122,000	 
	 Unrecognized deferred tax asset
	  	 	(657,000	) 	  	 	(122,000	) 
		  	  
	  
	 	  	  
	  
	 
	 Net deferred income tax assets
	  	$	—  	 	  	$	—  	 
		  	  
	  
	 	  	  
	  
	 

 As at December 31, 2019, the Company has non-capital loss
carry forward of 2,327,000 (2018—$447,000) in Canada that are available to reduce income otherwise taxable in future years. The non-capital losses will expire, if not used, starting in 2036. 

 

	23.	 Events after the reporting period 



 

	 	a)	 On January 1, 2020, amended on April 29, 2020, the Company granted 2,100,000 stock options to certain
officers, directors, employees and consultants of the Company and 1,000,000 bonus options to the Chief Financial Officer of the Company, exercisable for a period of five years until January 1, 2025 at an exercise price of $0.25 per share. The
stock options vest as follows: the first third vesting on January 1, 2020; the second third vesting on May 1, 2020 and the final third vesting on September 1, 2020. 



 

	 	b)	 On January 1, 2020, the Company granted 1,000,000 bonus options to the Chief Financial Officer of the Company,
exercisable for a period of five years until January 1, 2025 at an exercise price of $0.25 per share. The stock options will vest in five instalments over the course of 16 months from the date of grant. 



 

	 	c)	 On January 22, 2020, the Company entered into a lease for a restaurant, research and development, production, and
distribution facility in Vancouver, B.C., which commences September 1, 2020 for a 10 year term. Pursuant to the lease agreement, the annual base rent is $332,832 per annum for years 1-3, $348,434 per
annum for years 4-6, and $369,236 per annum for years 7-10. The Company paid a security deposit of $246,237, which will be applied towards the rent due for each of the 3rd, 13th, and 25th months of the term, with the balance being held as a security deposit. The
lease agreement includes an option to renew for two consecutive five-year periods. 


  

	 	d)	 On February 11, 2020, the Company entered into a loan agreement with the Chief Executive Officer of the Company
and a director of the Company (the “Lenders”), whereby the Lenders agreed to loan the Company up to a maximum aggregate loan amount of $1,200,000 (the “Principal”), in three equal tranches of $400,000. The outstanding amount of
the Principal matures on May 11, 2021, and bears interest from and after the date of each advance until repayment at the rate of 0.67% per month, simple interest. The Company also executed a general security agreement with the Lenders, which
creates a security interest over all present and after acquired personal property of the Company. 



  
 31 














 The Very Good Food Company Inc. 

(formerly The Very Good Butchers Inc.) 
 Notes to the
Consolidated Financial Statements 
 For the Years Ended December 31, 2019 and 2018 

(Expressed in Canadian dollars) 
  

 

	23.	 Events after the reporting period (continued) 



 


	 	e)	 The Company has filed a prospectus for an Initial Public Offering (the “Offering”) consisting of 14,000,000
common shares for proceeds of $3,500,000. The Company agreed to pay a commission of 8% of the gross proceeds, payable in cash or common shares, at the option of the agent. The Company will also grant agent warrants entitling the agent to purchase
the number of common shares equal to 8% of the number of common shares sold in the Offering. The agent’s warrant’s will be exercisable at $0.25 per share for a period of 12 months from the closing date. The Offering is subject to a 15%
over-allotment option at the sole discretion of the agent. The Company has applied to list its common shares on the Canadian Securities Exchange (the “CSE”). Closing of the Offering is conditional on the common shares being approved for
listing on the CSE. 


  

	 	f)	 The recent outbreak of the novel coronavirus COVID-19, which was declared a
pandemic by the World Health Organization on March 11, 2020, has led to adverse impacts on the Canadian and global economies, disruptions of financial markets, and created uncertainty regarding potential impacts to the Company’s supply
chain and operations. The COVID-19 pandemic has impacted and could further impact the Company’s operations and the operations of the Company’s customers, suppliers and vendors as a result of
quarantines, facility closures, and travel and logistics restrictions. The extent to which the COVID-19 pandemic impacts the Company’s business, results of operations and financial condition will depend
on future developments, which are highly uncertain and cannot be predicted, including, but not limited to the duration, spread, severity, and impact of the COVID-19 pandemic, the effects of the COVID-19 pandemic on the Company’s customers, suppliers and vendors and the remedial actions and stimulus measures adopted by local and federal governments, and to what extent normal economic and operating
conditions can resume. The management team is closely following the progression of COVID-19 and its potential impact on the Company. Even after the COVID-19 pandemic has
subsided, the Company may experience adverse impacts to its business as a result of any economic recession or depression that has occurred or may occur in the future. Therefore, the Company cannot reasonably estimate the impact at this time on its
business, liquidity, capital resources and financial results. The Company has determined that these events are non-adjusting subsequent events. Accordingly, the financial position and results of operations as
of and for the year ended December 31, 2019 have not been adjusted to reflect their impact. 



  
 32