Le Château Inc. · Le Château Inc. Years ended January 26, 2019 and January 27, 2018 [in thousands of Canadian dollars, except per share information] 2019 2018 $ $ Sales [note 20]

Consolidated Financial Statements

Le Château Inc. January 26, 2019

INDEPENDENT AUDITORS’ REPORT

To the Shareholders of Le Château Inc. Opinion We have audited the consolidated financial statements of Le Château Inc. (the “Company”), which comprise the consolidated balance sheets as at January 26, 2019 and January 27, 2018, and the consolidated statements of loss and comprehensive loss, consolidated statements of changes in shareholders’ equity and consolidated statements of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies. In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at January 26, 2019 and January 27, 2018, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards (IFRSs). 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 Consolidated 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 consolidated 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. Other Information Management is responsible for the other information. The other information comprises:

• Management’s Discussion and Analysis Our opinion on the consolidated 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 consolidated financial statements, our responsibility is to read the other information, and in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. We obtained Management’s Discussion & Analysis prior to the date of this auditor’s report. 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 in this auditor’s report. We have nothing to report in this regard. Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRSs, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated 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 Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated 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 consolidated 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 consolidated 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 consolidated 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 consolidated financial statements, including the disclosures, and whether the consolidated 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

The engagement partner on the audit resulting in this independent auditor’s report is Georgia Tournas.

Montreal, Canada May 27, 2019 1 CPA auditor, CA, public accountancy permit no. A123806

Le Château Inc.Incorporated under the Canada Business Corporations Act

As at January 26, 2019 and January 27, 2018[in thousands of Canadian dollars]

2019 2018$ $

ASSETS [notes 6, 12 and 19]

Current assetsAccounts receivable 1,031 957 Income taxes refundable 440 449 Inventories [note 7] 86,487 89,911 Prepaid expenses 1,976 1,747 Total current assets 89,934 93,064 Deposits 485 485 Property and equipment [note 8] 21,648 27,052 Intangible assets [note 9] 1,831 2,434

113,898 123,035

LIABILITIES AND SHAREHOLDERS’ EQUITYCurrent liabilitiesBank indebtedness 489 261 Current portion of credit facility [note 6] 19,093 6,322 Trade and other payables [note 10] 20,437 17,342 Deferred revenue 2,402 2,842 Current portion of long-term debt [note 12] — — Current portion of provision for onerous leases [note 11] 240 576 Total current liabilities 42,661 27,343 Credit facility [note 6] 29,901 32,221 Long-term debt [note 12] 29,684 30,518 Provision for onerous leases [note 11] — 924 Deferred lease credits 6,490 7,111 First Preferred shares series 1 [notes 13 and 19] — 24,718 Total liabilities 108,736 122,835

Shareholders’ equityShare capital [note 13] 73,573 47,967 Contributed surplus 14,132 9,600 Deficit (82,543) (57,367) Total shareholders’ equity 5,162 200

113,898 123,035

Commitments and guarantees [notes 18 and 24]

See accompanying notes

On behalf of the Board:

[Signed] [Signed]Jane Silverstone Segal, B.A.LLL Emilia Di Raddo, CPA, CADirector Director

CONSOLIDATED BALANCE SHEETS

Le Château Inc.

Years ended January 26, 2019 and January 27, 2018[in thousands of Canadian dollars, except per share information]

2019 2018$ $

Sales [note 20] 190,850 204,369

Cost of sales and expensesCost of sales [note 7] 68,096 72,737 Selling [note 8] 108,608 118,694 General and administrative [notes 8 and 9] 28,573 29,915

205,277 221,346

Results from operating activities (14,427) (16,977) Finance costs 6,613 5,460 Accretion of First Preferred shares series 1

[notes 13 and 19] 2,769 1,536 Loss before income taxes (23,809) (23,973) Income tax recovery [note 14] — — Net loss and comprehensive loss (23,809) (23,973)

Net loss per share [note 17]Basic (0.79) (0.80) Diluted (0.79) (0.80)

Weighted average number of shares outstanding 29,963,762 29,963,762


CONSOLIDATED STATEMENTS OF LOSSAND COMPREHENSIVE LOSS

Le Château Inc.

Years ended January 26, 2019 and January 27, 2018[in thousands of Canadian dollars]

2019 2018$ $

SHARE CAPITALBalance, beginning of year 47,967 47,967 Reclassification from First Preferred shares series 1

liability [note 13] 25,606 — Balance, end of year 73,573 47,967

CONTRIBUTED SURPLUSBalance, beginning of year 9,600 9,287 Transitional adjustments on adoption of new

accounting standards [note 4] 4,502 — Adjusted balance, beginning of year 14,102 9,287 Fair value adjustment of long-term debt — 99 Stock-based compensation expense 30 214 Balance, end of year 14,132 9,600

DEFICITBalance, beginning of year (57,367) (33,394) Transitional adjustments on adoption of new

accounting standards [note 4] (1,367) — Adjusted balance, beginning of year (58,734) (33,394) Net loss (23,809) (23,973) Balance, end of year (82,543) (57,367)

Total shareholders’ equity 5,162 200


CONSOLIDATED STATEMENTS OF CHANGESIN SHAREHOLDERS’ EQUITY

Le Château Inc.

Years ended January 26, 2019 and January 27, 2018[in thousands of Canadian dollars]

2019 2018$ $

OPERATING ACTIVITIESNet loss (23,809) (23,973) Adjustments to determine net cash from operating activities

Depreciation and amortization [notes 8 and 9] 8,545 10,526 Write-off and net impairment of property and

equipment and intangible assets [notes 8 and 9] 297 1,064 Amortization of deferred lease credits (1,586) (1,484) Deferred lease credits 965 403 Stock-based compensation 30 214 Provision for onerous leases [note 11] (1,260) (710) Finance costs 6,613 5,460 Accretion of First Preferred shares series 1 2,769 1,536 Interest paid (4,299) (3,139) Deposits — 136

(11,735) (9,967) Net change in non-cash working capital items

related to operations [note 21] 4,023 7,246 Income taxes refunded 240 250 Cash flows related to operating activities (7,472) (2,471)

FINANCING ACTIVITIESIncrease (decrease) in credit facility 10,079 (15,324) Financing costs — (1,025) Proceeds of long-term debt — 19,500 Cash flows related to financing activities 10,079 3,151

INVESTING ACTIVITIESAdditions to property and equipment

and intangible assets [notes 8 and 9] (2,835) (1,807) Proceeds from disposal of property and equipment [note 8] — 600 Cash flows related to investing activities (2,835) (1,207)

Decrease in cash/increase in bank indebtedness (228) (527) Cash (bank indebtedness), beginning of year (261) 266 Bank indebtedness, end of year (489) (261)


CONSOLIDATED STATEMENTS OF CASH FLOWS

Le Château Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 26, 2019 and January 27, 2018 [Tabular amounts in thousands of Canadian dollars

except per share amounts and where otherwise indicated]

1

1. CORPORATE INFORMATION

The consolidated financial statements of Le Château Inc. [the “Company”] for the year ended January 26, 2019 were authorized for issue on May 27, 2019 in accordance with a resolution of the Board of Directors. The Company is incorporated and domiciled in Canada and its shares are publicly traded on the TSX Venture Exchange. The registered office is located in Montreal, Quebec, Canada. The Company’s principal business activity is the retail of fashion apparel, accessories and footwear aimed at style-conscious women and men. 2. BASIS OF PREPARATION

The consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards [“IFRS”]. The consolidated financial statements have been prepared on a historical cost basis, except as disclosed in the accounting policies set out in note 3. The Company’s fiscal year ends on the last Saturday in January. The years ended January 26, 2019 and January 27, 2018 each cover a 52-week fiscal period. Basis of consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. The financial statements of the subsidiary are prepared for the same reporting period as the parent company, using consistent accounting policies. All intercompany transactions, balances and unrealized gains or losses have been eliminated. The Company has no interests in special purpose entities. 3. SIGNIFICANT ACCOUNTING POLICIES

Foreign currency translation The consolidated financial statements are presented in Canadian dollars, which is also the functional currency of the Company and its subsidiary. The functional currency is the currency of the primary economic environment in which each entity operates. Monetary assets and liabilities denominated in foreign currencies are translated into Canadian dollars at the rates in effect as at the balance sheet date. Non-monetary items that are measured in terms of historical cost denominated in a foreign currency are translated at the rates prevailing at the initial transaction dates. Foreign currency transactions are translated into Canadian dollars using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in net loss.

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3. SIGNIFICANT ACCOUNTING POLICIES [Cont’d]

Revenue recognition Revenue from merchandise sales is recognized when control of the goods or services has been transferred. It is measured at the amount of consideration to which the Company expects to be entitled. The Company grants the right of return on certain goods sold. Revenue is reduced by the amount of expected returns and a refund asset and refund liability are recognized. The refund asset, the cost of the goods expected to be returned, is recognized within “Inventories” and the refund liability is included in “Trade and other payables”. Gift cards or gift certificates [collectively referred to as “gift cards”] sold are recorded as deferred revenue and revenue is recognized at the time of redemption or in accordance with the Company’s accounting policy for breakage. Breakage income represents the estimated value of gift cards that is not expected to be redeemed by customers. The Company recognizes the expected breakage amount as revenue in proportion to the pattern of rights exercised by the customer. Credit facility Financing costs related to obtaining the credit facility have been deferred and netted against the amounts drawn under the facility, and are being amortized over the term of the facility. Inventories

Raw materials, work-in-process and finished goods are valued at the lower of average cost, which is net of vendor rebates, and net realizable value. Costs include all direct costs related to getting the inventories into condition for sale. Net realizable value is the estimated selling price of inventory in the ordinary course of business, less any estimated selling costs. Property and equipment

Property and equipment are recorded at cost, net of accumulated depreciation and impairment losses, if any. Cost includes expenditures that are directly attributable to the acquisition of the asset, including any costs directly related to bring the asset to a working condition for its intended use. All repair and maintenance costs are recognized in earnings as incurred. Depreciation is charged to earnings on the following bases: Point-of-sale cash registers and computer equipment 5 years straight-line Other furniture and fixtures 5 to 10 years straight-line Automobiles 30% diminishing balance Leasehold improvements are depreciated on a straight-line basis over the initial term of the leases, plus one renewal period, not to exceed 10 years.

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Gains and losses arising on the disposal or derecognition of individual assets, or a part thereof, are recognized in earnings in the period of disposal or derecognition. The assets’ residual values, useful lives and methods of depreciation are reviewed at each financial year end, and adjusted prospectively, if appropriate. Intangible assets

Intangible assets, consisting of software, are recorded at cost, net of accumulated amortization and impairment losses, if any. Intangible assets are amortized on a straight-line basis over 5 years. Gains and losses arising on the disposal of individual intangible assets are recognized in earnings in the period of disposal. The assets’ residual values, useful lives and methods of amortization are reviewed at each financial year end and adjusted prospectively, if appropriate. Impairment of non-financial assets

The Company assesses at each reporting date whether there is an indication that non-financial assets may be impaired. If any indication exists, impairment is assessed by comparing the carrying amount of an asset or cash generating unit [“CGU”] with its recoverable amount, which is the higher of the asset’s or CGU’s value in use or fair value less costs of disposal. Value in use is based on expected future cash flows from use, together with its residual value, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. The fair value less costs of disposal is the amount for which an asset or related CGU can be sold in a transaction under normal market conditions between knowledgeable and willing contracting parties, less costs of disposal. Recoverable amount is determined for an individual asset, unless the asset does not generate largely independent cash inflows, in which case the recoverable amount is determined for the CGU to which the asset belongs. Based on the management of operations, the Company has defined each of the commercial premises in which it carries out its activities as a CGU, although where appropriate these premises are aggregated at a district or regional level to form a CGU. Online sales are allocated to CGU’s based on proportionate CGU sales within the province of delivery. An assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased and if there has been a change in the assumptions used to determine the asset’s recoverable amount. The reversal is limited to the extent that an asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, had no impairment loss been recognized.

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4


Impairment losses and reversals are recognized in earnings during the year. Provisions

Provisions are recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost. A provision for onerous contract is recognized when the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under the contract. The provision is determined based on the present value of the lower of the expected cost of terminating the contract and the expected net cost of operating under the contract. Before a provision is established, the Company recognizes any impairment loss on the assets associated with the contract. Stock-based compensation

The fair value of stock-based compensation awards granted to employees is measured at the grant date using the Black Scholes option pricing model. Measurement inputs include the share price on the measurement date, the exercise price of the option, the expected volatility [based on weighted average historical volatility adjusted for changes expected based on publicly available information], the weighted average expected life of the option [based on historical experience and general option holder behaviour], expected dividends, and the risk-free interest rate [based on government bonds]. The value of the compensation expense is recognized over the vesting period of the stock options as an expense included in general and administrative expenses, with a corresponding increase to contributed surplus in shareholders’ equity. The amount recognized as an expense is adjusted to reflect the Company’s best estimate of the number of awards that will ultimately vest. No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied, provided that all other performance and/or service conditions are satisfied. Any consideration paid by plan participants on the exercise of stock options is credited to share capital. Store opening costs

Store opening costs are expensed as incurred.

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Income taxes

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in net earnings except to the extent that they relate to items recognized directly in equity or in other comprehensive income. Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered or paid. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date. 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. The Company uses the liability method of accounting for deferred income taxes, which requires the establishment of deferred tax assets and liabilities for all temporary differences caused when the tax bases of assets and liabilities differ from their carrying amounts reported in the consolidated financial statements. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the temporary differences when they reverse, based on tax rates that have been enacted or substantively enacted at the end of the reporting period. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized. Government assistance

Government assistance, including investment tax credits and design tax credits, is recognized where there is reasonable assurance that the assistance will be received. When the assistance relates to an expense item, it is recognized as a reduction of the related expense over the period necessary to match the assistance on a systematic basis to the costs that it is intended to compensate. Earnings per share

Basic earnings per share are calculated using the weighted average number of shares outstanding during the period. The diluted earnings per share are calculated by adjusting the weighted average number of shares outstanding to include additional shares issued from the assumed exercise of stock options, if dilutive. For stock options, the number of additional shares is calculated by assuming that the proceeds from exercise are used to purchase common shares at the average market price for the period.

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Leased assets

Leases are classified as either operating or finance, based on the substance of the transaction at inception of the lease. Classification is re-assessed if the terms of the lease are changed. Leases in which a significant portion of the risks and rewards of ownership are not assumed by the Company are classified as operating leases. The Company carries on its operations in premises under leases of varying terms and renewal options, which are accounted for as operating leases. Payments under an operating lease are recognized in net earnings on a straight-line basis over the term of the lease. When a lease contains a predetermined fixed escalation of the minimum rent, the Company recognizes the related rent expense on a straight-line basis and, consequently, records the difference between the recognized rental expense and the amounts payable under the lease as a deferred lease credit. Contingent [sales-based] rentals are recognized as an expense when incurred. Tenant allowances are recorded as deferred lease credits and amortized as a reduction of rent expense on a straight-line basis over the initial term of the leases, plus one renewal period, not to exceed 10 years. Financial instruments

Financial assets and financial liabilities are recognized in the consolidated balance sheet when the Company becomes a party to the contractual provisions of a financial instrument. All financial instruments are measured at fair value on initial recognition. The Company classifies financial assets, at the time of initial recognition, according to the Company’s business model for managing the financial assets and the contractual terms of the cash flows. The Company has made the following classifications:

Bank indebtedness is classified as “Fair Value through Profit or Loss”, and measured at fair value. Changes in fair value are recorded in earnings.

Accounts receivable are classified as “Amortized Cost”. After their initial fair value measurement, they are measured at amortized cost using the effective interest rate method.

Credit facility, trade and other payables, long-term debt and preferred shares classified as a financial liability are classified as “Amortized Cost”. After their initial fair value measurement, they are measured at amortized cost using the effective interest rate method.

Preferred shares are classified as a financial liability if they are redeemable at the option of the shareholders. Dividends thereon are recognized as accretion costs as accrued.

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The Company applies the expected credit loss model to its financial assets measured at amortized cost. The impairment model requires a credit loss to be reflected in the consolidated statement of loss based on changes in expected credit losses at each reporting date, reflecting the change in credit risk. The Company applies the simplified approach for trade receivables and calculates expected credit losses based on lifetime expected credit losses. 4. CHANGES IN ACCOUNTING POLICIES

New Accounting Standards Implemented

IFRS 15 – Revenue from contracts with customers

IFRS 15 replaced the requirements of IAS 11, “Construction Contracts”, and IAS 18, “Revenue and related interpretations”. This standard specifies the steps and timing for issuers to recognize revenue as well as requiring them to provide more informative, relevant disclosures. The Company adopted the standard for the annual period beginning January 28, 2018 and applied the requirements of the standard retrospectively, with the cumulative effects of initial application recorded in the opening deficit on January 28, 2018 with no restatement for comparative periods. The implementation of IFRS 15 impacted the allocation of revenue that is deferred in relation to gift cards sold. Previously, an estimate was made of gift cards not expected to be redeemed based on historical redemption patterns. Under IFRS 15, if the Company expects to be entitled to a breakage amount for the gift cards, it recognizes the expected breakage amount as revenue in proportion to the pattern of rights exercised by the customer. The adoption of IFRS 15 increased the deferred revenue liability and the deficit by $347,000 as at January 28, 2018, in relation to revenue that is deferred due to gift cards sold. IFRS 9 – Financial Instruments

IFRS 9 replaced the requirements of IAS 39, “Financial Instruments: Recognition and Measurement”. This final version of IFRS 9 brings together the classification and measurements as well as impairment and hedge accounting phases of the project to replace IAS 39. In addition to the new requirements for classification and measurement of financial assets, a new general hedge accounting model and other amendments issued in previous versions of IFRS 9, the standard also introduces new impairment requirements that are based on a forward-looking expected credit loss model. The Company adopted the standard for the annual period beginning January 28, 2018 and applied the requirements of the standard retrospectively, with the cumulative effects of initial application recorded in the opening deficit on January 28, 2018 with no restatement for comparative periods.

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4. CHANGES IN ACCOUNTING POLICIES [Cont’d]

The implementation of IFRS 9 impacted the fair values of the long-term debt and the first preferred shares at which these financial instruments were initially recorded, as well as their respective interest and accretion expenses. Previously, modifications of debt conditions did not result in any re-evaluation of their fair values provided the value changed by less than 10%. Under IFRS 9, that option is not available and modified debt has been re-evaluated. The adoption of IFRS 9 required a re-classification of measurement category for some financial instruments. Accounts receivable, previously classified as “Loans and Receivables” under IAS 39 are now classified as “Amortized Cost” under IFRS 9. Credit facility, trade and other payables, long-term debt and preferred shares, previously classified as “Other Financial Liabilities” under IAS 39 are now classified as “Amortized Cost” under IFRS 9. All other assets and liabilities have kept the same classification as under IAS 39. The adoption of IFRS 9 increased the contributed surplus by $4.5 million and the deficit by $1.0 million as at January 28, 2018. These were offset by a decrease in the carrying value of the First Preferred shares series 1 by $1.9 million and the carrying value of the long-term debt by $1.6 million as at January 28, 2018. These changes are in relation to changes in fair value adjustments and subsequent amortization and accretion expenses. The following table presents the impact of adopting IFRS 9 and IFRS 15 on the Company’s equity as at January 28, 2018:

Share

capital

Contributed surplus

Deficit

Total Balance as at January 27, 2018 $ 47,967 $ 9,600 $ (57,367) $ 200 Transitional adjustments on adoption of new accounting standards:

Adoption of IFRS 9 for long-term debt - 2,479 (878) 1,601 Adoption of IFRS 9 for First Preferred shares series 1 -

2,023 (142) 1,881

Adoption of IFRS 15 for deferred revenue - -

(347) (347)

- 4,502 (1,367) 3,135 Balance as at January 28, 2018 $ 47,967 $ 14,102 $ (58,734) $ 3,335

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Standards issued but not yet effective

IFRS 16 – Leases

In January 2016, the IASB issued IFRS 16, Leases (“IFRS 16”), replacing IAS 17, Leases and related interpretations. The standard introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. A lessee is required to recognize a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. Lessors continue to classify leases as finance and operating leases. Other areas of the lease accounting model have been impacted, including the definition of a lease. IFRS 16 becomes effective for annual periods beginning on or after January 1, 2019, and is to be applied retrospectively. Early adoption is permitted if IFRS 15, Revenue from Contracts with Customers (“IFRS 15”) has been adopted. The Company did not early adopt IFRS 16. The Company has completed the implementation of revised processes, as well as data recording and reporting in order to comply with the requirements of the standard. The Company has upgraded its lease management software and is in the test and validation phase. The adoption of IFRS 16 will have a significant impact on the Company’s consolidated financial statements as the Company will recognize new assets and liabilities for its operating leases of retail stores, offices and equipment. In addition, the nature and timing of expenses related to those leases will change as IFRS 16 replaces the straight-line operating lease expense with a depreciation charge for right-of use assets and interest expense on lease liabilities. The Company has elected to measure its right-of-use lease assets as if the new standard had always been applied but using the incremental borrowing rate at the date of initial application. This approach will generate a difference between right-of-use assets and lease liabilities with the asset being lower as it is depreciated on a straight-line basis. As a result, the Company expects a material impact to opening deficit on transition. The Company will apply the requirements of the standard retrospectively, with the cumulative effects of initial application recorded in the opening deficit on January 27, 2019 with no restatement for comparative periods. This modified retrospective approach allows the Company to use certain practical expedients on transition, of which the following will be applied:

Impairment of onerous leases: the Company will rely on previous assessments of whether leases are onerous in accordance with IAS 37, “Provisions, contingent liabilities and contingent assets” immediately before the date of initial application as an alternative to performing an impairment review. The carrying amount of the right-of-use asset shall be adjusted by the previous carrying amount of any previous onerous lease provision.

Initial direct costs: the Company will exclude direct costs from the measurement of the right-of-use asset at the date of initial application.

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Use of hindsight: the Company will use hindsight in determining the lease term if the contract contains options to extend or terminate.

Lease definition: the Company will not reassess whether a contract is, or contains, a lease at the date of initial application and instead will apply IFRS 16 to contracts that were previously identified as leases when applying IAS 17 “Leases”.

5. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the consolidated financial statements requires management to make judgments, estimates and assumptions in the application of the accounting policies, that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates and assumptions are reviewed regularly and are based on historical experience and other factors including expectations of future events. Actual results could differ from those estimates. The judgments, estimates and assumptions which could result in a material adjustment to the carrying amount of assets and liabilities are discussed below: Going Concern Assumption

In the preparation of financial statements, management is required to identify when events or conditions indicate that significant doubt may exist about the Company’s ability to continue as a going concern. Significant doubt about the Company’s ability to continue as a going concern would exist when relevant conditions and events, considered in the aggregate, indicate that the Company will not be able to meet its obligations as they become due for a period of at least, but not limited to, twelve months from the balance sheet date. When the Company identifies conditions or events that raise potential for significant doubt about its ability to continue as a going concern, the Company considers whether its plans that are intended to mitigate those relevant conditions or events will alleviate the potential significant doubt. As described further in notes 6 and 12, the Company has a $70 million asset based revolving credit facility as well as a three-year $15.0 million subordinated term loan from another lender, both maturing on June 9, 2020. For the year ended January 26, 2019, the Company generated a loss and negative cash flows from operations. The Company has working capital of $47.3 million as at January 26, 2019. The Company’s ability to continue as a going concern for the next twelve months involves significant judgment and is dependent on the availability under its credit facility, its ability to improve its sales and generate positive cash flow from operations and the continued support of its suppliers. After considering its plans to mitigate the going concern risk, management has concluded that there are no material uncertainties related to events or conditions that may cast significant doubt upon the Company’s ability to continue as a going concern for a period of twelve months from the balance sheet date.

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5. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS [Cont’d]

Inventory valuation

The Company records a write-down to reflect management’s best estimate of the net realizable value of inventory which includes assumptions and estimates for future sell-through of units, selling prices, as well as disposal costs, where appropriate, based on historical experience. Management continually reviews the carrying value of its inventory, to assess whether the write-down is adequate, based on current economic conditions and an assessment of sales trends. Impairment of non-financial assets

Non-financial assets are reviewed for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable. A review for impairment is conducted by comparing the carrying amount of the CGU’s assets with their respective recoverable amounts based on value in use. Value in use is determined based on management’s best estimate of expected future cash flows, which includes estimates of growth rates, from use over the remaining lease term and discounted using a pre-tax weighted average cost of capital. Management is required to use significant judgment in determining if individual commercial premises in which it carries out its activities are individual CGUs, or if these units should be aggregated at a district or regional level to form a CGU. The significant judgments applied by management in determining if stores should be aggregated in a given geographic area to form a CGU include the determination of expected customer behaviour and whether customers could interchangeably shop in any of the stores in a given area and whether management views the cash flows of the stores in the group as inter-dependent. 6. CREDIT FACILITY

The Company has an asset-based revolving credit facility maturing on June 9, 2020 with a limit of $70.0 million, subject to the availability constraints of the borrowing base which is comprised of cash, credit card balances in transit and inventories, as defined in the credit agreement. The revolving credit facility is secured by all the Company’s assets. The borrowings bear interest at a rate based on the Canadian prime rate plus 1.75% or the banker’s acceptance rate plus 3.0%. The Company is required to pay a standby fee of 0.35% on the unused portion of the revolving credit facility.

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6. CREDIT FACILITY [Cont’d]

As at January 26, 2019, the effective interest rate on the outstanding balance was 5.4% [2018 – 4.8%]. As at January 26, 2019, the Company had drawn $49.5 million [2018 – $39.4 million] under this credit facility and had outstanding standby letters of credit totaling $650,000 [2018 – $1.5 million] which reduced the availability under this credit facility. A portion of the amount drawn under this facility is presented as a current liability based on the Company’s estimate of what it expects to settle in the next 12 months based on the current terms of the credit facility. Financing costs related to obtaining the above facility have been deferred and netted against the amounts drawn under the facility, and are being amortized over the term of the facility as finance costs in the consolidated statement of loss. The credit facility requires the Company to comply with certain non-financial covenants, including restrictions on: i) the declaration and payment of dividends on the Company’s shares, ii) the redemption or repurchase of the Company’s shares and iii) the payment of interest or principal with respect to loans from related parties. As at January 26, 2019, the Company is in compliance with all of its covenants. 7. INVENTORIES

January 26, 2019

January 27, 2018

$ $

Raw materials 1,762 2,076 Work-in-process 2,219 2,461 Finished goods 77,213 79,264 Finished goods in transit 5,293 6,110 86,487 89,911

The cost of inventory recognized as an expense and included in cost of sales for the year ended January 26, 2019 is $63.2 million [2018 – $68.7 million], including write-downs recorded of $1.7 million [2018 – $764,000], as a result of net realizable value being lower than cost.

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8. PROPERTY AND EQUIPMENT

Leasehold improvements

Point-of- sale cash registers and computer

equipment

Other furniture

and fixtures Automobiles

Total $ $ $ $ $

Cost Balance, January 28, 2017 56,565 1,120 47,761 180 105,626Acquisitions 789 176 342 - 1,307Disposals (9,875) (117) (10,309) - (20,301)Balance, January 27, 2018 47,479 1,179 37,794 180 86,632 Acquisitions 1,631 164 753 — 2,548Disposals (7,202) (340) (7,975) — (15,517)Balance, January 26, 2019 41,908 1,003 30,572 180 73,663 Accumulated depreciation and

impairment

Balance, January 28, 2017 37,269 540 30,690 158 68,657Depreciation 5,028 236 4,287 9 9,560Impairment 381 — 424 — 805Disposals (9,402) (122) (9,918) — (19,442)Balance, January 27, 2018 33,276 654 25,483 167 59,580 Depreciation 4,081 222 3,342 10 7,655Disposals (7,076) (339) (7,805) — (15,220)Balance, January 26, 2019 30,281 537 21,020 177 52,015

Net carrying value Balance, January 27, 2018 14,203 525 12,311 13 27,052Balance, January 26, 2019 11,627 466 9,552 3 21,648

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8. PROPERTY AND EQUIPMENT [Cont’d]

Property and equipment with a net book value of $297,000 [2018 – $259,000] were written-off during the year. The cost of this property and equipment amounted to $15.5 million [2018 – $19.2 million] with accumulated depreciation of $15.2 million [2018 – $18.9 million]. This property and equipment was primarily related to leasehold improvements and furniture and fixtures, which are no longer in use as a result of store renovations and closures. During the year ended January 27, 2018, property with a net book value of $600,000 was sold for proceeds of $600,000. The cost of the property amounted to $1.1 million with accumulated depreciation of $500,000. Depreciation for the year is reported in the consolidated statement of loss as follows: January 26,

2019 January 27,

2018 $ $

Selling expenses 6,365 7,935General and administrative expenses 1,290 1,625 7,655 9,560 During the year ended January 27, 2018, an assessment of impairment indicators was performed which caused the Company to review the recoverable amount of the property and equipment for certain CGU’s with an indication of impairment. No impairment of property and equipment was recorded during the year ended January 26, 2019 [2018 – $805,000]. 9. INTANGIBLE ASSETS

Cost

Accumulated amortization

Net carrying values

$ $ $

Balance, January 28, 2017 9,423 6,523 2,900 Acquisitions 500 — 500 Amortization — 966 (966) Disposals (5,386) (5,386) — Balance, January 27, 2018 4,537 2,103 2,434 Acquisitions 287 — 287 Amortization — 890 (890) Disposals (431) (431) — Balance, January 26, 2019 4,393 2,562 1,831

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9. INTANGIBLE ASSETS [Cont’d]

Amortization for the year is reported in the consolidated statement of loss under general and administrative expenses. 10. TRADE AND OTHER PAYABLES

January 26, 2019

January 27, 2018

$ $

Trade payables 9,585 7,477 Non-trade payables 801 689 Interest payable to related parties [note 19] 3,791 2,626 Accruals related to employee benefit expenses 6,260 6,550 20,437 17,342 11. PROVISION FOR ONEROUS LEASES

$ Balance, January 27, 2018 1,500 Arising during the year 65 Reversed during the year (750) Amortization (575)Balance, January 26, 2019 240 Less: current portion (240) — Onerous contracts

Provisions for onerous contracts have been recognized in respect of store leases where the unavoidable costs of meeting the obligations under the lease agreements exceed the economic benefits expected to be received from the contract. The provision was determined based on the present value of the lower of the expected cost of terminating the contract and the expected net cost of operating under the contract, discounted at the risk-free rate.

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12. LONG-TERM DEBT

January 26, 2019

January 27,2018

$ $ Subordinated term loan, maturing June 9, 2020 15,000 15,000 Secured loan from a related party, maturing

September 30, 2020 [note 19] 14,684 15,518 29,684 30,518 Less: current portion — — 29,684 30,518 The subordinated term loan is secured by all the Company’s assets and is subordinated in terms of ranking and repayment to the Company’s $70.0 million revolving credit facility [note 6]. The subordinated term loan bears interest at a variable rate of the banker’s acceptance rate plus 9.0% and is repayable at maturity on June 9, 2020. As at January 26, 2019, the effective interest rate on the outstanding balance was 11.3% [2018 – 10.6%]. The subordinated term loan agreement requires the Company to comply with certain non-financial covenants, including restrictions on: i) the declaration and payment of dividends on the Company’s shares, ii) the redemption or repurchase of the Company’s shares and iii) the payment of interest or principal with respect to loans from related parties. As at January 26, 2019, the Company is in compliance with all of its covenants. Principal repayments are due as follows:

Loans payable

$

Within one year — After one year but not more than five years 29,684 29,684

13. SHARE CAPITAL

Authorized

An unlimited number of non-voting first, second and third preferred shares issuable in series, without par value An unlimited number of Class A subordinate voting shares, without par value An unlimited number of Class B voting shares, without par value

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13. SHARE CAPITAL [Cont’d]

Principal features

[a] With respect to the payment of dividends and the return of capital, the shares rank as follows: First preferred Second preferred Third preferred Class A subordinate voting and Class B voting

[b] The holder of the First Preferred shares series 1 is entitled to receive, if declared by the board

of directors, cumulative quarterly preferred dividends at the rate of 2.5% per quarter. The First Preferred shares series 1 are non-voting and redeemable, in whole or in part, at the Company’s option, at $100 per share, together with accumulated and unpaid dividends.

[c] Subject to the rights of the preferred shareholders, the Class A subordinate voting shareholders are entitled to a non-cumulative preferential dividend of $0.0125 per share, after which the Class B voting shareholders are entitled to a non-cumulative dividend of $0.0125 per share; any further dividends declared in a fiscal year must be declared and paid in equal amounts per share on all the Class A subordinate voting and Class B voting shares then outstanding without preference or distinction.

[d] Subject to the foregoing, the Class A subordinate voting and Class B voting shares rank

equally, share for share, in earnings. [e] The Class A subordinate voting shares carry one vote per share and the Class B voting shares

carry 10 votes per share. [f] The Articles of the Company provide that if there is an accepted or completed offer for more

than 20% of the Class B voting shares or an accepted or completed offer to more than 14 holders thereof at a price in excess of 115% of their market value [as defined in the Articles of the Corporation], each Class A subordinate voting share will be, at the option of the holder, converted into one Class B voting share for the purposes of accepting such offer, unless at the same time an offer is made to all holders of the Class A subordinate voting shares for a percentage of such shares at least equal to the percentage of Class B voting shares which are the subject of the offer and otherwise on terms and conditions not less favourable. In addition, each Class A subordinate voting share shall be converted into one Class B voting share if at any time the principal shareholder of the Company or any corporation controlled directly or indirectly by him ceases to be the beneficial owner, directly or indirectly, and with full power to exercise in all circumstances the voting rights attached to such shares, of shares of the Company having attached thereto more than 50% of the votes attached to all outstanding shares of the Company.

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Issued and outstanding

January 26, 2019 January 27, 2018 Number Number of shares $ of shares $ Class B voting shares 29,963,762 47,967 29,963,762 47,967

First Preferred shares series 1 Balance – beginning of year 250,000 — — — Reclassification from long-term liabilities

due to modification of share agreement — 25,606 — — Balance, end of year 250,000 25,606 250,000 — Balance, end of year 30,213,762 73,573 30,213,762 47,967 All issued shares are fully paid. On June 9, 2017, approximately $25.0 million of the $41.2 million outstanding principal amount of loans from a company that is directly controlled by a director of the Company, was exchanged for 250,000 newly created First Preferred shares series 1 of Le Château with an equivalent stated capital. The maturity date of the remaining principal amount of the $16.2 million loan was extended to September 30, 2020. The loan is secured by all the Company’s assets and subordinated in terms of ranking and repayment to the $70.0 million revolving credit facility and the $15.0 million subordinated term loan. Until January 25, 2019, the holder of First Preferred shares series 1 had the option, after the 5th anniversary date of their issuance, to require the Company to redeem the shares at $100 per share, together with accumulated and unpaid dividends. The revolving and term loan credit agreements contain restrictions on the declaration and payment of dividends on the Company’s shares and on the redemption or repurchase of the Company’s shares during the term of these facilities. On January 25, 2019, the holder of the First Preferred shares series 1 waived the holder redemption right described above. The preferred shares, which had been classified as a financial liability in the consolidated balance sheet as a result of the holder’s right to demand redemption, were reclassified to share capital subsequent to the amendment. The shares were re-classed at their carrying value as at January 25, 2019 and no further accretion was recorded subsequent to this date [note 19].

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On July 13, 2017, the Company announced its Class B voting shares were accepted for listing on the TSX Venture Exchange (the "TSX-V") through the TSX-V streamlined listing procedures. The Company transitioned from trading on the Toronto Stock Exchange (the "TSX") to the TSX-V, pursuant to an application to voluntarily delist from the TSX. The shares were delisted from the TSX effective at the closing of the market on July 27, 2017 and trading on the TSX-V commenced at the opening of the market on July 28, 2017. The trading symbol of the shares remained "CTU".

Stock option plan

Under the provisions of the stock option plan [the “Plan”], as restated on June 7, 2017, the Company may grant options to key employees, directors and consultants to purchase Class B voting shares. The maximum number of Class B voting shares issuable from time to time under the Plan is 10% of the aggregate number of Class B voting shares issued and outstanding from time to time. The option price may not be less than the closing price for the Class B voting shares on the TSX-V on the last business day before the date on which the option is granted. The stock options may be exercised by the holder progressively over a period of 5 years from the date of granting. Under certain circumstances, the vesting period can be accelerated. There are no cash settlement alternatives for the employees. A summary of the status of the Company’s Plan as of January 26, 2019 and January 27, 2018, and changes during the years then ended is presented below:

January 26, 2019 January 27, 2018

Options

Weighted average exercise

price Options

Weighted average exercise

price $ $

Outstanding at beginning of year 1,927,000 2.07 3,576,500 2.13 Expired (802,000) 4.59 (1,613,000) 2.21 Forfeited (47,500) 0.23 (36,500) 1.70 Outstanding at end of year 1,077,500 0.27 1,927,000 2.07 Options exercisable at end of year 1,042,500 0.27 1,360,500 2.82

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The following table summarizes information about the stock options outstanding at January 26, 2019:

Range of exercise prices

Number outstanding at

January 26, 2019

Weighted average

remaining life

Weighted average

exercise price

Number of options

exercisable at January 26,

2019

Weighted average

exercise price$ # $ # $

0.23 – 0.31 1,042,500 2.6 years 0.24 1,012,500 0.23 1.06 1.91

25,000 10,000

0.6 years 0.5 years

1.06 1.91

20,000 10,000

1.06 1.91

1,077,500 2.5 years 0.27 1,042,500 0.27

14. INCOME TAXES

As at January 26, 2019, the Company’s Canadian operation has accumulated tax losses amounting to $139.0 million which expire during the years 2035 to 2039 and the Company’s U.S. subsidiary has accumulated tax losses amounting to $16.0 million [US $12.0 million] which expire during the years 2021 to 2036. The tax benefits relating to the Canadian and US losses have not been recognized in the consolidated financial statements. A reconciliation of the statutory income tax rate to the effective tax rate is as follows: January 26,

2019 January 27,

2018 % %

Statutory tax rate 26.8 26.8 Decrease in income tax rate resulting from:

Unrecognized benefit on tax losses and other temporary differences

(21.7) (25.0)

Non-deductible items and translation adjustment (5.1) (1.8) Effective tax rate — —

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14. INCOME TAXES [Cont’d]

The tax effects of temporary differences that give rise to deferred income tax assets and liabilities are as follows: Consolidated balance sheets Consolidated statements of loss January 26,

2019 January 27,

2018 January 26,

2019 January 27,

2018 $ $ $ $

Deferred income tax assets (liabilities)

Canadian tax losses 36,978 31,565 (5,413) (5,516)U.S. tax losses 3,726 3,804 78 2,807 Deferred lease credits 1,730 1,896 166 291 Provision for onerous leases 64 400 336 190 Other 78 89 11 12 Property, equipment and

intangible assets (339) (671) (332) (752) 42,237 37,083 (5,154) (2,968) Unrecognized deferred income

tax assets on Canadian losses and other temporary differences (38,511) (33,279) 5,232 5,775

Unrecognized deferred income tax assets on U.S. losses (3,726) (3,804) (78) (2,807)

Deferred income tax assets — — Deferred income tax recovery — — 15. EMPLOYEE BENEFIT EXPENSES

January 26, 2019

January 27,2018

$ $

Wages, salaries and employee benefits 56,517 59,719 Stock-based compensation 30 214 56,547 59,933 16. GOVERNMENT ASSISTANCE

Government assistance, consisting mainly of income tax credits of $277,000 [2018 – $273,000], has been recorded in relation to certain wages and eligible expenses and is included in general and administrative expenses or cost of sales. There are no unfulfilled conditions or contingencies attached to the assistance received.

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17. LOSS PER SHARE

The following is a reconciliation of the numerators and the denominators used for the computation of the basic and diluted loss per share: January 26,

2019 January 27,

2018 $ $

Net loss (numerator) (23,809) (23,973)Weighted average number of shares outstanding

(denominator) - basic and diluted 29,964 29,964 Because the Company reported a net loss for the years ended January 26, 2019 and January 27, 2018, the weighted average number of shares used for basic and diluted loss per share is the same, as the effect of stock options would reduce the loss per share, and therefore be anti-dilutive. 18. COMMITMENTS

The commercial premises from which the Company carries out its retail operations and its head office and warehouse locations are leased from third parties. These rental contracts are classified as operating leases since there is no transfer of risks and rewards inherent to ownership. These leases have varying terms and renewal rights. In many cases the amounts payable to the lessor include a fixed rental payment as well as a percentage of the sales obtained by the Company in the leased premises. These contingent rental payments may have minimum guaranteed amounts or certain rules of calculation attached. Many leases include escalating rental payments, whereby cash outflows increase over the lease term. Free rental periods are also sometimes included. The expense is recognized on a straight-line basis. The minimum rent payable under non-cancellable operating leases are as follows: January 26,

2019 $

Within one year 30,730After one year but not more than five years 69,352More than five years 26,804 126,886 During the year ended January 26, 2019 an amount of $31.8 million was recognized as an expense in respect of operating leases [2018 – $33.6 million]. Contingent rentals recognized as an expense for the year amounted to $1.8 million [2018 – $1.9 million]. An amount of $37,000 was recognized in respect of subleases [2018 – $35,000].

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19. RELATED PARTY DISCLOSURES

The consolidated financial statements include the financial statements of Le Château Inc. and its wholly-owned U.S. subsidiary, Château Stores Inc, incorporated under the laws of the State of Delaware. Compensation and key management personnel

Key management of the Company includes the Chief Executive Officer, President and Vice-Presidents, as well as the non-executive Directors. The compensation earned by key management in aggregate was as follows: January 26,

2019 January 27,

2018 $ $

Salaries and short-term benefits 4,099 4,112 Stock-based compensation 23 160 4,122 4,272 Companies that are directly or indirectly controlled by a director sublease real estate from the Company. Total amounts earned under the sublease during the year amounted to $37,000 [2018 – $35,000]. These amounts are recorded in the consolidated statement of loss as reductions of general and administrative expenses. Amounts receivable from related parties as at January 26, 2019 totaled $67,000 [2018 – $24,000]. Long-term debt and First Preferred shares series 1

On February 15, 2017 and March 8, 2017, the Company entered into loan agreements for $2.0 million and $2.5 million, respectively, with a company that is directly controlled by a director of the Company. The financing is in the form of secured loans which bear a variable rate of interest, payable monthly, equal to the lesser of (i) the prime rate of the Royal Bank of Canada multiplied by two and (ii) 7.5%. These loans, which were repayable at maturity on July 14, 2017, were exchanged for First Preferred shares series 1 on June 9, 2017, as noted below.

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19. RELATED PARTY DISCLOSURES [Cont’d]

On June 9, 2017, approximately $25.0 million of the $41.2 million outstanding principal amount of loans from a company that is directly controlled by a director of the Company, was exchanged for 250,000 newly created First Preferred shares series 1 of Le Château with an equivalent stated capital. The maturity date of the remaining principal amount of the $16.2 million loan was extended to September 30, 2020. The loan is secured by all the Company’s assets and subordinated in terms of ranking and repayment to the $70.0 million revolving credit facility and the $15.0 million subordinated term loan. The holder of the First Preferred shares series 1 is entitled to receive, if declared by the board of directors, cumulative quarterly preferred dividends at the rate of 2.5% per quarter. The First Preferred shares series 1 are non-voting and redeemable, in whole or in part, at the Company’s option, at $100 per share, together with accumulated and unpaid dividends. Until January 25, 2019, the holder of First Preferred shares series 1 had the option, after the 5th anniversary date of their issuance, to require the Company to redeem the shares at $100 per share, together with accumulated and unpaid dividends. On January 25, 2019, the holder of the First Preferred shares series 1 waived the holder redemption right described above. The preferred shares, which had been classified as a financial liability in the consolidated balance sheet as a result of the holder’s right to demand redemption, were reclassified to share capital subsequent to the amendment. The shares were re-classed at their carrying value as at January 25, 2019 and no further accretion was recorded subsequent to this date. For the year ended January 26, 2019, the Company recorded interest expense of $1.9 million [2018 – $2.0 million] and accretion of $2.8 million, related to the First Preferred shares series 1 [2018 - $1.5 million]. As at January 26, 2019, the effective interest rate on the outstanding balance was 7.5% [2018 – 6.9%]. Amounts payable to related parties in respect of interest on loans as at January 26, 2019 totaled $3.8 million [2018 – $2.6 million]. The revolving and subordinated term loan credit agreements include restrictions on the payment of interest or principal with respect to loans from related parties. There are no guarantees provided or received with respect to these transactions. 20. SEGMENTED INFORMATION

The Company operates in a single business segment which is the retail of apparel, accessories and footwear aimed at fashion-conscious women and men. The Company’s assets are located in Canada.

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20. SEGMENTED INFORMATION [Cont’d]

The following table summarizes the Company’s sales by division:

January 26, 2019

January 27, 2018

$ $

Ladies’ clothing 109,758 118,849 Men’s clothing 31,862 32,901 Footwear 29,645 30,972 Accessories 19,585 21,647 190,850 204,369 21. NET CHANGES IN NON-CASH WORKING CAPITAL ITEMS

RELATED TO OPERATIONS

The cash generated from non-cash working capital items is made up of changes related to operations in the following accounts: January 26,

2019 January 27,

2018 $ $

Accounts receivable (74) 35 Income taxes refundable (231) (240)Inventories 3,424 11,217 Prepaid expenses (229) (143)Trade and other payables 1,920 (3,443)Deferred revenue (787) (180)Net change in non-cash working capital items

related to operations 4,023 7,246 22. FINANCIAL INSTRUMENTS

Financial assets and financial liabilities are measured on an ongoing basis at fair value or amortized cost. The disclosures in the “Financial Instruments” section of note 3 describe how the categories of financial instruments are measured and how income and expenses, including fair value gains and losses, are recognized. The classification of certain financial instruments, as well as their carrying values and fair values, are shown in the tables below:

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22. FINANCIAL INSTRUMENTS [Cont’d]

January 26, 2019 January 27, 2018

Carrying value

Fair value

Carrying value

Fair value

$ $ $ $

Financial liabilities Credit facility 49,480 49,480 39,400 39,400 Long-term debt 29,684 30,197 30,518 29,472 First Preferred shares series 1 — — 24,718 22,620 79,164 79,677 94,636 91,492

Fair values

The Company has determined the estimated fair values of its financial instruments based on appropriate valuation methodologies; however, considerable judgment is required to develop these estimates. The estimated fair value amounts can be materially affected by the use of different assumptions or methodologies. The estimated fair value of the credit facility, long-term debt and First Preferred shares was determined by discounting expected cash flows at rates currently offered to the Company for similar debt [Level 2]. There were no transfers between Level 1 and Level 2 of the fair value hierarchy during the years ended January 26, 2019 and January 27, 2018. Financial instrument risk management

There has been no change with respect to the Company’s overall risk exposure during the year ended January 26, 2019. Disclosures relating to exposure to risks, in particular credit risk, liquidity risk, foreign exchange risk and interest rate risk are provided below. Credit risk

Credit risk is the risk of an unexpected loss if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company’s financial instruments that are exposed to concentrations of credit risk are primarily its cash and credit card balances in transit. The exposure to credit risk with respect to credit card balances in transit is limited given that these balances are settled in the first days of the following period. Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s approach to managing liquidity risk is to ensure, to the extent possible, that it will always have sufficient liquidity to meet liabilities when due. The Company’s liquidity follows a seasonal pattern based on the timing of inventory purchases and capital expenditures [notes 6 and 12].

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22. FINANCIAL INSTRUMENTS [Cont’d]

The following table identifies the undiscounted contractual maturities of the Company’s financial liabilities as at January 26, 2019:

Within one year

After one year but not more than five years

After five years Total

$ $ $ $

Credit facility 19,465 30,015 — 49,480 Trade and other payables 20,437 — — 20,437 Long-term debt — 31,174 — 31,174 39,902 61,189 — 101,091

Market risk – foreign exchange risk

The Company’s foreign exchange risk is primarily limited to currency fluctuations between the Canadian and U.S. dollar. The significant balances in U.S. dollars as at January 26, 2019 consist of accounts receivable of $118,000 and trade and other payables of $2.8 million. Assuming that all other variables remain constant, a revaluation of these monetary assets and liabilities due to a 5% rise or fall in the Canadian dollar against the U.S. dollar would have resulted in an increase or decrease to net loss in the amount of $128,000. Market risk – interest rate risk

Financial instruments that potentially subject the Company to cash flow interest rate risk include financial liabilities with variable interest rates and consist of the credit facility and the long-term debt. As at January 26, 2019, bank indebtedness consisted of balances with banks. For the year ended January 26, 2019, variable interest expense on the credit facility and long-term debt totaled $5.5 million. Assuming that all other variables remain constant, a 100 basis point change in the average interest rate charged during the year would have resulted in an increase or decrease to net loss in the amount of $610,000.

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23. MANAGEMENT OF CAPITAL

The Company’s objectives in managing capital are:

To ensure sufficient liquidity to enable the internal financing of operations and capital projects;

To maintain a strong capital base so as to maintain investor, creditor and market confidence;

To provide an adequate return to shareholders. As at January 26, 2019, the Company’s capital is composed of its credit facility and long-term debt, including the current portions, and shareholders’ equity as follows: $

Credit facility 48,994 Long-term debt 29,684 Shareholders’ equity 5,162 83,840 The Company’s primary uses of capital are to finance increases in non-cash working capital along with capital expenditures for its store renovation program as well as information technology and infrastructure improvements. The Company currently funds these requirements from its financial resources, which include its credit facility [note 6] and long-term debt [note 12]. The Company is not subject to any externally imposed capital requirements. The Company is subject to certain non-financial covenants related to its credit facility and long-term debt [notes 6 and 12]. There has been no change with respect to the overall capital risk management strategy during the year ended January 26, 2019. 24. GUARANTEES

Generally, the Company does not issue guarantees to non-controlled affiliates or third parties, with limited exceptions. Many of the Company’s agreements include indemnification provisions where the Company may be required to make payments to a vendor or purchaser for breach of fundamental representation and warranty terms in the agreements with respect to matters such as corporate status, title of assets, environmental issues, consents to transfer, employment matters, litigation, taxes payable and other potential material liabilities. The maximum potential amount of future payments that the Company could be required to make under these indemnification provisions is not reasonably quantifiable as certain indemnifications are not subject to a monetary limitation. At January 26, 2019, management does not believe that these indemnification provisions would require any material cash payment by the Company.

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24. GUARANTEES [Cont’d]

The Company indemnifies its directors and officers against claims reasonably incurred and resulting from the performance of their services to the Company, and maintains liability insurance for its directors and officers. 25. SUBSEQUENT EVENT

On February 7, 2019, the Company entered into a loan agreement for $1.0 million with the Chairman and Chief Executive Officer and director of the Company. The financing is in the form of an unsecured loan which bears a variable rate of interest, payable monthly, equal to the lesser of (i) the prime rate of the Royal Bank of Canada multiplied by two and (ii) 7.5%. The loan is repayable at maturity on September 30, 2020.

Documents

Le Château Inc. · Le Château Inc. Years ended January 26, 2019 and January 27, 2018 [in thousands of Canadian dollars, except per share information] 2019 2018 $ $ Sales [note 20]