SUBJECT TO COMPLETION, DATED JUNE 30, 2022
PRELIMINARY PROSPECTUS
65,000,000 Common Shares
This prospectus relates to the offer and resale, by the selling shareholder identified in this prospectus, of up to an aggregate of 65,000,000
common shares, no par value per share (the Common Shares), of The Very Good Food Company Inc. (the Company), consisting of (a) 13,100,000 Common Shares, (b) 32,500,000 Common Shares (the Warrant Shares) issuable
upon the exercise of warrants (the Warrants) and (c) 19,400,000 Common Shares (the Pre-Funded Warrant Shares) issuable upon exercise of
pre-funded warrants (the Pre-Funded Warrants). The Common Shares, Warrants and the Pre-Funded Warrants were sold by
the Company in a private placement pursuant to the Securities Purchase Agreement dated May 30, 2022 (the Securities Purchase Agreement).
Among other things, (i) each Warrant is exercisable for $0.2582 per Common Share and has a term of 5 years from the issuance date and
(ii) each Pre-Funded Warrant is exercisable for $0.0001 per Common Share and expires upon the exercise of the Pre-Funded Warrant. If at the time of exercise there is no effective registration statement
registering, or the prospectus contained therein is not available for the issuance of the Common Shares underlying the Warrants and the Pre-Funded Warrants to the holder, the holder may, in its sole
discretion, elect to exercise the Warrant or the Pre-Funded Warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of Common Shares determined according
to the formula set forth in the Warrant and the Pre-Funded Warrants, as applicable. If the Company does not issue the Common Shares in a timely fashion, the Warrant and the
Pre-Funded Warrant each contain certain damages provisions. A holder will not have the right to exercise any portion of (i) the Warrant if the holder (together with its affiliates) would beneficially own
in excess of 4.99% of the number of the Companys Common Shares outstanding immediately after giving effect to the exercise or (ii) the Pre-Funded Warrant if the holder (together with its affiliates)
would beneficially own in excess of 9.99%, in each case as such percentage of beneficial ownership is determined in accordance with the terms of the Warrants and the Pre-Funded Warrants, as applicable.
However, any holder may increase or decrease such percentage, but not in excess of 9.99%, provided that any increase will not be effective until the 61st day after such election. The exercise
price of the Warrants is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our Common Shares and also upon any distributions
of assets, including cash, stock or other property to our shareholders. If a fundamental transaction occurs, then the successor entity will succeed to, and be substituted for us, and may exercise every right and power that we may exercise and will
assume all of our obligations under the Warrants and Pre-Funded Warrants with the same effect as if such successor entity had been named in the Warrant and the
Pre-Funded Warrants itself. If holders of our Common Shares are given a choice as to the securities, cash or property to be received in a fundamental transaction, then the holder shall be given the same choice
as to the consideration it receives upon any exercise of the Warrant or Pre-Funded Warrant following such fundamental transaction. In addition, we or the successor entity, at the request of warrant holders,
will be obligated to purchase any unexercised portion of the Warrants and the Pre-Funded Warrants in accordance with the terms of such Warrants.
The selling shareholder is identified in the table commencing on page 12. No Common Shares are being registered hereunder for sale by us. We
will not receive any proceeds from the sale of the Common Shares by the selling shareholder. All net proceeds from the sale of the Common Shares covered by this prospectus will go to the selling shareholder. However, we may receive the proceeds from
any exercise of warrants if the holders do not exercise the warrants on a cashless basis. See Use of Proceeds.
The selling
shareholder may sell all or a portion of the Common Shares from time to time in market transactions through any market on which our Common Shares are then traded, in negotiated transactions or otherwise, and at prices and on terms that will be
determined by the then prevailing market price or at negotiated prices directly or through a broker or brokers, who may act as agent or as principal or by a combination of such methods of sale. See Plan of Distribution.
Our Common Shares are listed on the TSX Venture Exchange (TSX-V) under the symbol
VERY.V, The Nasdaq Stock Market LLC (Nasdaq) under the symbol VGFC and the Frankfurt Stock Exchange under the trading symbol OSI. On June 28, 2022, the closing price of our Common Shares on the
Nasdaq was $0.266 per Common Share.
The securities offered in this prospectus involve a high degree of risk. See Risk
Factors beginning on page 6 of this prospectus to read about factors you should consider before purchasing any of our securities.
Neither the U.S. Securities and Exchange Commission, the Canadian Securities Administrators nor any state or other foreign securities
commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2022.