VIQ

VIQ Solutions Inc.

Consolidated Financial Statements
Independent Auditor’s Report Thereon

As of December 31, 2025 and 2024

(Expressed in United States dollars)

MNP

To the Audit Committee of VIQ Solutions Inc.:

Opinion

We have audited the consolidated financial statements of VIQ Solutions Inc. and its subsidiaries ("the Group"), which comprise the consolidated statements of financial position as at December 31, 2025, and the consolidated statements of loss and comprehensive loss, consolidated statements of changes in shareholders' equity and consolidated statements of cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2025, and its consolidated financial performance and its consolidated cash flows for the year then ended with IFRS® Accounting Standards as issued by the International Accounting Standards Board.

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 Group 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 Matter

The consolidated financial statement for the year ended December 31, 2024 were audited by another auditor who expressed an unmodified opinion on those statements on March 31, 2025.

Material uncertainty related to going concern

We draw attention to Note 2(b) to the consolidated financial statements, which indicates that the Company has incurred recurring losses, has not yet achieved profitable operations and has cash of $2,445,011 and negative working capital as of December 31, 2025. Note 2(b) also indicates the Company was not in compliance with their financial covenants in relation to Beedie Note Payable for the year ended December 31, 2025. As stated in Note 2(b), these events or conditions along with the other matters set forth in Note 2(b), 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.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

MNP LLP

1 Adelaide Street East, Suite 1900, Toronto ON, M5C 2V9

1.877.251.2922 T: 416.596.1711 F: 416.596.7894

Impairment Analysis of Goodwill and Long-Lived Assets

Key Audit Matter Description

As described in Note 2 (d), 3 (i) and 6, goodwill is allocated to Cash Generating Units ["CGUs"] or a group of CGUs and management is required to test goodwill for impairment annually or more frequently when there are indicators that impairment may have occurred. As at December 31, 2025, the total carrying value of goodwill amounted to $7,089,897 and the Company recorded an impairment of goodwill and intangibles of $7,615,631 during the year. When performing impairment tests, the Group estimates the recoverable amount of the CGUs to which goodwill has been allocated using a discounted cash flow approach. We have determined that auditing management's annual goodwill impairment assessment is a key audit matter given the complexity, degree of judgment, and subjectivity used in evaluating management's assumptions for determining the recoverable amount of the CGUs. Significant assumptions included earnings margins, revenue growth rates, discount rates and terminal growth rates.

Our audit procedures related to the goodwill impairment assessment included, among others, the following:

Assessed management's assumptions for earnings margins and revenue growth rates used in their forecasts by comparing the prior period forecasts to actual results for the same period and comparing the future period forecasts to historical trends;
Assessed the terminal growth rate assumption by comparing to available market data;
Performed sensitivity analyses on the growth rates to evaluate the impact on the recoverable amount;
Involved our valuation specialists to assess the valuation methodology used by management, and the various inputs utilized in determining the discount rate by considering current industry information and comparing to guideline company information;
Compared the recoverable amount of the CGUs to the Group's market capitalization; and
Evaluated the adequacy of the disclosure included in the consolidated financial statements.

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 and Analysis prior to the date of this auditor's report. If, based on the work we have performed on this other information, 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 Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS® Accounting Standards, 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.

1 Adelaide Street East, Suite 1900, Toronto, Ontario, M5C 2V9
1.877.251.2922 T: 416.596.1711 F: 416.596.7894 MNP.ca
MNP

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.
Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Company as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for the purposes of the group audit. We remain solely responsible for our audit opinion.

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.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Saad Shaikh.

MNP LLP

March 31, 2026

Toronto, Ontario

Chartered Professional Accountants

Licensed Public Accountants

1 Adelaide Street East, Suite 1900, Toronto, Ontario, M5C 2V9

1.877.251.2922 T: 416.596.1711 F: 416.596.7894 MNP.ca

MNP

VIQ Solutions Inc.

Consolidated Statements of Financial Position

(Expressed in United States dollars)

	December 31, 2025	December 31, 2024
Assets
Current assets
Cash	$ 2,445,011	$ 1,573,341
Trade and other receivables, net of allowance for doubtful accounts (note 4)	4,284,491	3,768,699
Inventories	31,088	23,508
Prepaid expenses and other deposits	797,778	1,183,496
	7,558,368	6,549,044
Non-current assets
Restricted cash	271,134	169,097
Property and equipment, net (note 5)	–	654,223
Right-of-use assets, net (note 17)	46,718	153,794
Intangible assets, net (note 6)	1,730,999	5,661,614
Goodwill (note 6)	7,089,897	11,628,213
Total assets	$ 16,697,116	$ 24,815,985
Liabilities
Current liabilities
Trade and other payables and accrued liabilities (note 7, 20, 22)	$ 5,987,570	$ 5,673,346
Income taxes payable (note 19, 20)	51,832	29,765
Share-based payment liability (notes 8, 9)	–	19,366
Derivative warrant liability (note 8)	1,297	35,238
Current portion of long-term debt (note 7, 20)	18,806,332	15,988,401
Current portion of lease obligations (note 18, 20)	417,619	204,802
Contract liabilities	1,211,312	1,635,041
	26,475,962	23,585,959
Non-current liabilities
Long-term lease obligations (note 18, 20)	757,597	–
Other long-term liabilities	810,381	949,622
Total liabilities	28,043,940	24,535,581
Shareholders’ equity (deficiency)
Capital stock (notes 9)	78,979,646	77,593,993
Contributed surplus (note 9,10)	10,333,374	9,145,162
Accumulated other comprehensive loss	(1,771,595)	(1,356,521)
Deficit	(98,888,249)	(85,102,230)
Total shareholders’ equity (deficiency)	(11,346,824)	280,404
Total liabilities and shareholders’ equity (deficiency)	$ 16,697,116	$ 24,815,985

See accompanying notes to consolidated financial statements including note 2 describing the basis of presentation and going concern uncertainty.

Approved by the Board of Directors

Signed “Larry Taylor”

Larry Taylor, Director

Signed “Joseph Quarin”

Joseph Quarin, Director

VIQ Solutions Inc.
Consolidated Statements of Loss and Comprehensive Loss
(Expressed in United States dollars)

	Years ended December 31,
	2025	2024
Revenue (note 14)	$ 41,494,590	$ 43,164,207
Cost of sales (note 22)	21,121,262	23,936,109
Gross profit	20,373,328	19,228,098
Expenses
Selling and administrative expenses (note 15)	14,496,279	17,005,500
Research and development expenses	740,233	650,551
Stock-based compensation (notes 9, 10)	357,918	397,618
Gain on revaluation of RSUs (note 8)	(19,660)	(54,916)
Gain on revaluation of the derivative warrant liability (note 8)	(35,131)	(145,445)
Foreign exchange (gain) loss (note 20)	(749,485)	217,841
Depreciation (note 5 and 17)	768,583	752,910
Amortization (note 6)	2,575,616	3,342,762
Interest expense (note 7)	1,853,933	1,689,415
Accretion and other financing costs (note 7)	1,950,175	1,492,674
Loss on modification of debt (note 7)	730,877	360,522
Impairment of goodwill and intangibles (note 6)	7,615,631	-
Impairment of property and equipment and right of use assets (note 5,6 and 17)	1,505,376	-
Restructuring costs (note 23)	1,175,954	386,853
Strategic review costs (note 7)	994,725	198,271
Other income	(15,527)	(35,044)
Total expenses	33,945,497	26,259,512
Current income tax expense	213,850	14,665
Income tax expense	213,850	14,665
Net loss for the year	$ (13,786,019)	$ (7,046,079)
Exchange loss on translation of foreign operations	(415,074)	(685,733)
Comprehensive loss for the year	$ (14,201,093)	$ (7,731,812)
Net loss per share (note 11)
Basic	(0.25)	(0.14)
Diluted	(0.25)	(0.14)
Weighted average number of common share outstanding – basic (note 11)	55,990,513	50,068,323
Weighted average number of common share outstanding – diluted (note 11)	55,990,513	50,068,323

See accompanying notes to consolidated financial statements.

VIQ Solutions Inc.

Consolidated Statements of Changes in Shareholders' Equity (Deficiency)

(Expressed in United States dollars)

	Capital stock		Contributed surplus	Deficit	Accumulated other comprehensive loss	Total shareholders' equity (deficiency)
	Number	Amount
Balance as at December 31, 2024	52,334,019	$ 77,593,993	$9,145,162	$ (85,102,230)	$ (1,356,521)	$ 280,404
Comprehensive loss for the year	-	-	-	(13,786,019)	(415,074)	(14,201,093)
Warrants issued due to private placement (note 9)	-	(898,541)	898,541	-	-	-
Shares issued due to private placement net of issuance costs (note 9)	16,539,038	2,213,134				2,213,134
Shares issued due to exercise of restricted share units (note 9)	471,795	71,060	(71,060)	-	-	-
Options forfeited (note 9)	-	-	(1,955)	-	-	(1,955)
Stock-based compensation (notes 10)	-	-	362,686	-	-	362,686
Balance as at December 31, 2025	69,344,852	$ 78,979,646	$ 10,333,374	$ (98,888,249)	$ (1,771,595)	$ (11,346,824)
	Capital stock		Contributed surplus	Deficit	Accumulated other comprehensive loss	Total shareholders' equity
---	---	---	---	---	---	---
	Number	Amount
Balance as at December 31, 2023	40,956,838	$ 76,230,158	$ 8,671,879	$ (78,056,151)	$ (670,788)	$ 6,175,098
Comprehensive loss for the year	-	-	-	(7,046,079)	(685,733)	(7,731,812)
Warrants issued due to debt financing (note 8)	-	-	300,181	-	-	300,181
Shares issued due to private placement (note 9)	10,239,000	1,186,456	-	-	-	1,186,456
Shares issued due to exercise of restricted share units (note 9)	1,138,181	177,379	(177,379)	-	-	-
Options forfeited (note 9)	-	-	(8,086)	-	-	(8,086)
Stock-based compensation (notes 9, 10)	-	-	358,567	-	-	358,567
Balance as at December 31, 2024	52,334,019	$ 77,593,993	$ 9,145,162	$ (85,102,230)	$ (1,356,521)	$ 280,404

See accompanying notes to consolidated financial statements.

VIQ Solutions Inc.

Consolidated Statements of Cash Flows

(Expressed in United States dollars)

	Years ended December 31,
	2025	2024
Operating activities
Net loss for the year	$ (13,786,019)	$ (7,046,079)
Items not affecting cash:
Depreciation	768,583	752,910
Amortization	2,575,616	3,342,762
Stock-based compensation (notes 9, 10, 15)	357,918	397,618
Accretion and other financing costs (note 7)	1,950,175	1,492,674
Interest expense (note 7)	1,853,933	1,689,415
Income tax expense (note 19)	213,850	14,665
Gain on revaluation of options, restricted share units, and derivative warrant liability (notes 8, 9)	(54,791)	(200,361)
Impairment of property and equipment (note 5)	1,505,376	-
Impairment of goodwill and intangibles (note 6)	7,615,631	-
Loss on modification of debt (note 7)	730,877	360,522
Foreign exchange (gain) loss (note 20)	(749,485)	217,841
Unrealized foreign exchange (gain) loss	(358,524)	159,519
Net changes in non-cash operating working capital (note 12)	(734,150)	(42,439)
Cash provided by operating activities	1,888,990	1,139,047
Investing activities
Purchase of property and equipment (note 5)	(37,316)	(15,149)
Development costs related to internally generated intangible assets (note 6)	(1,207,062)	(1,408,277)
Cash used in investing activities	(1,244,378)	(1,423,426)
Financing activities
Issuance of share capital, net of issuance costs (note 9)	2,213,134	1,186,456
Proceeds from debt, net of issuance costs (note 7)	250,000	979,084
Repayment of debt (note 7)	-	(20,000)
Repayment of lease obligations (note 18)	(496,909)	(488,097)
Payment of interest on debt (note 7)	(1,766,501)	(1,288,306)
Payment of interest on lease obligations (note 18)	(67,648)	(46,514)
Cash provided by financing activities	132,076	322,623
Net increase in cash for the year	776,688	38,244
Cash, beginning of year	1,573,341	1,621,778
Effect of exchange rate changes on cash	94,982	(86,681)
Cash, end of year	$ 2,445,011	$ 1,573,341

See accompanying notes to consolidated financial statements.

VIQ Solutions Inc.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

1. Nature of operations

VIQ Solutions Inc. (“VIQ” or the “Company”) is a technology and service platform provider for digital evidence capture, retrieval and content management. VIQ’s modular software allows customers to easily integrate the platform at any stage of their organization’s digitization, from the capture of digital content from video and audio devices through to online collaboration, mobility, data analytics and integration with sensors, facial recognition, speech recognition and case management or patient record systems. VIQ operates worldwide with a network of partners including security integrators, audio-video specialists, and hardware and data storage suppliers.

The Company also provides recording and transcription services directly to a variety of clients, including medical, courtrooms, legislative assemblies, hearing rooms, inquiries and quasi-judicial clients in numerous countries including Canada, the United Kingdom, the United States and Australia.

VIQ was incorporated by Articles of Incorporation in the province of Alberta in November 2004. On June 21, 2017, the Company continued under Articles of Continuance in the province of Ontario. The Company’s head office is located at 13-35 West Pearce Street, Richmond Hill, Ontario, L4B 3A9. VIQ is a public company, and the Company graduated from the Toronto Venture Exchange to the Toronto Stock Exchange (“TSX”) in 2021. The Company’s common shares began trading on the TSX and Nasdaq, under trading symbol VQS, at the market open on January 21, 2021 and August 12, 2021, respectively. The Company’s common shares were delisted from trading on Nasdaq on October 5, 2023. The Company delisted its common shares from the TSX on October 20, 2025 and listed its common shares on the TSX Venture Exchange on October 21, 2025.

2. Basis of preparation and going concern

(a) Statement of compliance

These consolidated financial statements have been prepared in accordance with IFRS® Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”). These consolidated financial statements have been prepared using the Material accounting policy information in note 3. The preparation of consolidated financial statements in compliance with IFRS requires management to make certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. The areas involving a higher degree of judgment and complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in notes 2d and 3.

These consolidated financial statements have been authorized for issue in accordance with a resolution from the Board of Directors on March 31, 2026.

(b) Basis of measurement

The consolidated financial statements have been prepared under the historical cost convention, except for the revaluation of certain financial assets and financial liabilities to fair value as noted below. Presentation of the consolidated statements of financial position differentiates between current and non-current assets and liabilities. The consolidated statements of loss and comprehensive loss are presented using the function classification of expenses.

Going concern uncertainty

The Company’s consolidated financial statements were prepared on a going concern basis. The going concern basis assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that would be necessary should the Company be unable to continue as a going concern. Such adjustments could be material. As at December 31, 2025, the Company has cash of $2,445,011 and negative working capital. The Company has incurred recurring losses and has not yet achieved profitable operations. As a result of non-compliance with financial covenants contained in the Note Payable, the Company and its lender have agreed to a period of forbearance extending to April 30, 2026. Subsequent to December 31, 2025, the Company placed VIQ Australia into Administration, which constituted an event of default under the Note Payable, and such event of default has not been waived as of the date hereof. These matters, when considered in the aggregate, indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern for at least 12 months from December 31, 2025.

VIQ Solutions Inc.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

The Company is evaluating several different strategies and intends to pursue actions that are expected to increase its liquidity position, including, but not limited to, pursuing additional actions under the Company's cost-savings plan and seeking additional financing from both the public and private markets through the issuance of equity and/or debt securities. The Company's management cannot provide assurances that the Company will be successful in accomplishing any of its proposed financing plans. Management also cannot provide any assurance as to unforeseen circumstances that could occur within the next 12 months which, could increase the Company's need to raise additional capital on an immediate basis, which may not be available to the Company.

The financial results of each subsidiary consolidated in the Company's consolidated financial statements are measured using the subsidiary's functional currency, which is the currency of the primary economic environment in which the entity operates for each of the Company's wholly owned subsidiaries. The following are the functional currencies of each of the subsidiaries:

Company/subsidiary	Functional currency
VIQ Solutions Inc.	CAD
Dataworxs Systems Limited	CAD
VIQ Solutions, Inc.	USD
VIQ Australia PTY Ltd.	AUD
Dataworxs Systems Australia Ltd.	AUD
VIQ Solutions PTY Ltd.	AUD
VIQ Solutions Australia PTY Ltd.	AUD
VIQ PTY Ltd.	AUD
VIQ Australia Services PTY Ltd.	AUD
VIQ Services Inc.	USD
Net Transcripts, Inc.	USD
HomeTech, Inc.	USD
Transcription Express, Inc.	USD
VIQ Media Transcription Inc.	USD
wordZexpressed, Inc.	USD
VIQ Solutions (UK) Limited	GBP
VIQ Services (UK) Limited	GBP
The Transcription Agency LLP	GBP

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in currencies other than an operation's functional currency are recognized in the consolidated statements of loss and comprehensive loss.

USD/CAD exchange rate	December 31, 2025	December 31, 2024
Closing at the reporting date	0.7294	0.6956
Average rate for the year	0.7156	0.7310
USD/AUD exchange rate	December 31, 2025	December 31, 2024
Closing at the reporting date	0.6679	0.6214
Average rate for the year	0.6445	0.6601
USD/GBP exchange rate	December 31, 2025	December 31, 2024
Closing at the reporting date	1.3438	1.2551
Average rate for the year	1.3180	1.2773

VIQ Solutions Inc.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

The financial statements of entities that have a functional currency different from the presentation currency of USD are translated into USD as follows: assets and liabilities at the closing rate as at the date of the consolidated statement of financial position, and income and expenses at the average rate of the year as this is considered a reasonable approximation to actual rates. All resulting changes are recognized in other comprehensive income (loss) as translation adjustments.

The Company has monetary items that are receivable from foreign operations. A monetary item for which settlement is neither planned nor likely to occur in the foreseeable future is, in substance, a part of the parent company’s net investment in that foreign operation. Such exchange differences are recognized initially in other comprehensive income (loss) and reclassified from equity to net loss on disposal of the net investment in foreign operation.

(d) Use of estimates and judgments

The preparation of the consolidated financial statements in accordance with IFRS® requires management to make estimates and assumptions that affect the application of the Company’s accounting policies and the amounts reported in the consolidated financial statements and the related notes. These estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future. These estimates have been applied in a manner consistent with that in prior periods and there are no known trends, commitments, events or uncertainties that the Company believes will materially affect the assumptions utilized in these consolidated financial statements. Estimates and underlying assumptions are reviewed on an ongoing basis, and revisions to estimates are recognized prospectively. The estimates are impacted by many factors, some of which are highly uncertain, and actual results may differ from those estimates.

The areas with significant judgments and estimates are as follows:

Going concern - In the preparation of consolidated financial statements, management is required to identify when events or conditions indicate that material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. Material uncertainty that may cast 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, 12 months from the consolidated statements of financial position. When the Company identifies conditions or events that raise potential for material uncertainty that may cast 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.
Stock-based compensation – Management uses judgment to determine the inputs to the Black-Scholes option pricing model including the expected option life volatility and forfeiture rates for equity issued under the Company’s stock option plan. Changes in these assumptions will impact the calculation of fair value and the amount of compensation expense recognized in the consolidated statements of loss and comprehensive loss.
Warrants – Similar to other stock-based compensation, management uses judgment to determine the inputs to the Black-Scholes option pricing model including the volatility and expected life. Changes in these assumptions will impact the calculation of fair value and the value attributed to the warrants.
Internally generated development costs – Management monitors the progress of internal research and development projects and uses judgment to distinguish research from the development phase. Expenditures during the research phase are expensed as incurred. Development costs are recognized as an intangible asset when the Company can demonstrate certain criteria in accordance with IAS 38, Intangible Assets (“IAS 38”). Management applies judgment in determining if criteria in IAS 38 have been met. The Company assesses the recoverability of the capitalized development costs by comparing to projected revenues and gross profit.
Income taxes – At the end of each reporting period, the Company assesses whether the realization of deferred tax benefits is sufficiently probable to recognize deferred tax assets. This assessment requires the exercise of judgment on the part of management with respect to, among other things, benefits that could be realized from available income tax strategies and future taxable income, as well as other positive and negative factors. The recorded amount of total deferred tax assets could be reduced if estimates of projected future taxable income and benefits from available income tax strategies are lowered, or if changes in current income tax regulations are enacted that impose restrictions on the timing or extent of the Company’s ability to utilize deferred tax benefits. The Company’s effective income tax rate can significantly vary quarter-to-quarter for various reasons, including the mix and volume of business in lower income tax jurisdictions and in jurisdictions for which no deferred income tax assets have been recognized because management believed it was not probable that future taxable profit would be available against which income tax losses and deductible temporary differences could be utilized. The Company’s effective income tax rate can also vary due to the impact of foreign exchange fluctuations.

VIQ Solutions Inc.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Allocation of the transaction price to multiple performance obligations in contracts with customers – Contracts with customers sometimes include promises to deliver multiple products and services. Determining whether such bundled products and services are considered i) distinct performance obligations that should be separately recognized, or ii) non-distinct and therefore should be combined with another good or service and recognized as a combined unit of accounting may require judgment. The determination of the standalone selling price ("SSP") is based on the selling prices charged by the Company when it sells each of the products and services separately. The total transaction price is allocated to each of the distinct performance obligations using the relative SSP of the various products and services. In general, SSP for support and maintenance is established as a percentage of the software license fee as supported by internal analysis of similar vendor contracts. SSP for licenses as well as for professional services is established based on observable prices for the same or similar services when sold separately. Management exercises judgment in determining whether a contract's outcome can be estimated reliably. Management also applies estimates in the calculation of future contract costs and related profitability as it relates to labour hours and other considerations, which are used in determining the value of amounts recoverable on contracts and timing of revenue recognition. Estimates are continually and routinely revised based on changes in the facts relating to each contract.
Allowance for doubtful accounts – The Company performs impairment testing annually for accounts receivable in accordance with IFRS 9, Financial Instruments (“IFRS 9”). The expected credit loss (“ECL”) model requires judgment, including consideration of how changes in economic factors affect ECLs, which are determined on a probability-weighted basis. The Company applies the simplified approach to determine ECLs on trade receivables by using a provision matrix based on historical credit loss experiences. The historical results were used to calculate the run rates of default, which were then applied over the expected life of the trade receivables, adjusted for forward-looking estimates.
Goodwill impairment testing and recoverability of assets – Goodwill and indefinite-life intangible assets are reviewed annually for impairment, or more frequently when there are indicators that impairment may have occurred, by comparing the carrying value of the asset, or the cash-generating unit (“CGU”) reflecting the lowest level at which assets generate independent cash flows, to the asset or CGU’s recoverable amount. Management uses judgment in assessing the CGUs and estimates the recoverable values of the Company’s CGUs by using internally developed valuation models that consider various factors and assumptions including earnings margins, revenue growth rates, discount rates and terminal growth rates. The use of different assumptions and estimates could influence the determination of the existence of impairment and the valuation of goodwill and indefinite-life intangible assets. The recoverable amounts of the CGUs are estimated based on the assessment of the higher of their value in use using a discounted cash flow approach and fair value less cost to sell.
Incremental borrowing rate used to discount leases – The Company’s incremental borrowing rate is used to estimate the initial value of the lease liability and associated right-of-use asset. The Company’s incremental borrowing rate is determined with reference to the Company’s long-term debt, which represents the amount that the Company could borrow at within a similar time frame.
Property and equipment and definite life intangible assets – the recoverability of property and equipment and definite life intangible assets are amortized over their useful economic lives and assessed for impairment whenever there is an indication that the assets may be impaired. The amortization period and the amortization method for intangible assets with definite useful lives are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the assets are accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates.
Material accounting policy information

i) Material accounting policies

Basis of consolidation

The consolidated financial statements of the Company include the accounts of VIQ and the consolidated accounts of all of its wholly owned subsidiaries including (i) the operations of VIQ Solutions, Inc.; (ii) the operations of Dataworxs Systems Limited and its wholly owned subsidiary Dataworxs Australia Pty Ltd. (collectively, “Dataworxs”); (iii) the operations of VIQ Australia Pty. Limited and its wholly-owned subsidiaries VIQ Solutions Pty. Ltd., VIQ Solutions Australia PTY Ltd, VIQ Pty Ltd and VIQ Australia Services Pty Ltd. (collectively, “VIQ Australia Pty Limited”), (iv) the operations of VIQ Services Inc. and its wholly owned subsidiaries, Net Transcripts, Inc., Transcription Express, Inc., HomeTech, Inc., VIQ Media Transcription Inc. (“VIQ Media”), and wordZXpressed, Inc., and (v) the operations of VIQ Solutions (UK) Limited, and its wholly owned subsidiary VIQ Services (UK) Limited and The Transcription Agency LLP (“TTA”).

Subsidiaries are entities controlled by the Company where control is defined as the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Subsidiaries are included in the consolidated financial statements from the date control is obtained until the date control ceases. All intercompany balances, transactions, income and expenses have been eliminated on consolidation.

VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)

Restricted cash

Restricted cash is recorded at amortized cost. Restricted cash is required to satisfy operating lease and customer contractual requirements.

Property and equipment

Property and equipment are recorded at cost less accumulated depreciation and accumulated impairment losses. Rates and basis of depreciation applied to write off the cost of property and equipment to their residual values over their estimated useful lives are as follows:

Furniture and fixtures	10–13 years straight-line
Computer, software and transcription equipment	3–4 years straight-line
Leasehold improvements	Over the term of the lease

An asset’s residual value, useful life and depreciation method are reviewed, and adjusted prospectively if appropriate, on an annual basis. Repairs and maintenance costs are charged to the consolidated statements of loss and comprehensive loss during the period in which they are incurred. Gains and losses on disposals of property and equipment are determined by comparing the proceeds with the carrying amount of the asset and are included as part of selling and administrative expenses in the consolidated statements of loss and comprehensive loss.

Intangible assets

Intangible assets with definite lives that are acquired separately are measured on initial recognition at fair value, which comprises the purchase price plus any directly attributable costs of preparing the asset for its intended use.

The Company’s acquired intangible assets consist of customer relationships, acquired technology, non-compete agreements and brands acquired in business combinations. These intangible assets are recorded at their fair value at the respective acquisition date. The Company uses the income approach as a valuation technique that calculates the fair value of an intangible asset based on the present value of future cash flows that the asset can be expected to generate over its remaining useful life. The discounted cash flow (“DCF”) is the methodology used, which is a form of the income approach that begins with a forecast of the annual cash flows a market participant would expect the subject intangible asset to generate over a discrete projection period. The future cash flows for each of the years in the discrete projection period are then converted to their present value equivalent using a rate of return appropriate for the risk of achieving the intangible assets’ projected cash flows, again, from a market participant perspective. The Company relies on the relief-from-royalty method to value the acquired technology and brands and the multi-period excess earnings method to value customer relationship assets. After initial recognition, intangible assets are measured at cost less accumulated amortization and impairment losses.

The estimated useful lives at acquisition date for the Company’s classes of intangible assets are as follows:

Acquired technology	5 years straight-line
Customer relationships	5–13 years straight-line
Brands	1–2 years straight-line
Non-compete agreements	Straight-line over the term of agreement

The estimated useful life and amortization methods are reviewed annually, with the effect of any change in estimate being accounted for on a prospective basis. These assets are subject to an impairment test as described below. The Company’s internally generated intangible assets consist of developed technologies. The Company incurs costs associated with the design and development of new products. Expenditures during the research phase are expensed as incurred. Expenditures during the development phase are capitalized if the Company can demonstrate each of the following criteria: (i) the technical feasibility of completing the intangible asset so that it will be available for use or sale, (ii) its intention to complete the intangible asset and use or sell it, (iii) its ability to use or sell the intangible asset, (iv) how the intangible asset will generate probable future economic benefits, (v) the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset, and (vi) its ability to measure reliably the expenditure attributable to the intangible asset during its development; otherwise, they are expensed as incurred. Costs associated with maintaining computer software programs are recognized as an expense as incurred. Internally generated intangible assets recognized as intangible assets are carried at cost less any accumulated amortization on a straight-line basis over three years after they are completed. These assets are subject to an impairment test as described below.

VIQ Solutions Inc.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Business combinations

IFRS 3, Business Combinations (“IFRS 3”), requires business combinations to be accounted using the acquisition method. Under this method, the cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest in the acquiree.

When the Company acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation based on the facts and circumstances at the acquisition date. Business acquisition costs incurred are expensed and included in transaction costs. Measurement period adjustments are adjustments that arise from additional information obtained during the “measurement period” (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date. The excess of (i) the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the (ii) fair value of the net identifiable assets acquired is recorded as goodwill.

Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any. For the purposes of impairment testing, goodwill is allocated to each CGU or a group of CGUs that is expected to benefit from the synergies of the combination.

A CGU to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the CGU is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognized directly in the consolidated statements of loss and comprehensive loss. An impairment loss recognized for goodwill is not reversed in subsequent periods.

On disposal of the relevant CGU, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. Determining whether goodwill is impaired requires an estimation of the higher of fair value less costs of disposal and value-in-use of the CGUs to which goodwill has been allocated. The value in use calculation requires management to estimate the future cash flows expected to arise from the CGU and a suitable discount rate in order to calculate present value.

Capital stock

Common shares are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from equity. The proceeds from the issuance of units (shares and warrants) are bifurcated between capital stock and warrants, with the value of the warrants determined using the Black-Scholes option pricing model.

Financial instruments

Financial assets

Recognition and initial measurement

The Company recognizes financial assets when it becomes party to the contractual provisions of the instrument. Financial assets are measured initially at their fair value plus, in the case of financial assets not subsequently measured at fair value through profit or loss (“FVTPL”), transaction costs that are directly attributable to their acquisition. Transaction costs attributable to the acquisition of financial assets subsequently measured at FVTPL are expensed in the consolidated statements of loss and comprehensive loss when incurred.

Classification and subsequent measurement

On initial recognition, financial assets are classified as subsequently measured at amortized cost, fair value through other comprehensive income (“FVOCI”) or FVTPL. The Company determines the classification of its financial assets, together with any embedded derivatives, based on the business model for managing the financial assets and their contractual cash flow characteristics.

Financial assets are classified as follows:

Amortized cost - Assets that are held for collection of contractual cash flows where those cash flows are solely payments of principal and interest are measured at amortized cost. Interest revenue is calculated using the effective interest rate method and gains or losses arising from impairment, foreign exchange and derecognition are recognized in the consolidated statements of loss and comprehensive loss. Financial assets measured at amortized cost are comprised of trade receivables.
FVOCI – Assets that are held for collection of contractual cash flows and for selling the financial assets, and for which the

VIQ Solutions Inc.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

contractual cash flows are solely payments of principal and interest, are measured at FVOCI. Interest income calculated using the effective interest rate method and gains or losses arising from impairment and foreign exchange are recognized in the consolidated statements of loss and comprehensive loss. All other changes in the carrying amount of the financial assets are recognized in other comprehensive income. Upon derecognition, the cumulative gain or loss previously recognized in other comprehensive income is reclassified to net loss. The Company does not hold any financial assets measured at FVOCI.

Mandatorily FVTPL – Assets that do not meet the criteria to be measured at amortized cost or FVOCI are measured at FVTPL. All interest income and changes in the financial assets’ carrying amount are recognized in profit or loss. Financial assets mandatorily measured at FVTPL are comprised of cash and cash equivalents.
Designated at FVTPL – On initial recognition, the Company may irrevocably designate a financial asset to be measured at FVTPL in order to eliminate or significantly reduce an accounting mismatch that would otherwise arise from measuring assets or liabilities, or recognizing the gains and losses on them, on different bases. All interest income and changes in the financial assets’ carrying amount are recognized in the consolidated statements of loss and comprehensive loss. The Company does not hold any financial assets designated to be measured at FVTPL.

Business model assessment

The Company assesses the objective of its business model for holding a financial asset at a level of aggregation that best reflects the way the business is managed and information is provided to management. Information considered in this assessment includes stated policies and objectives.

Contractual cash flow assessment

The cash flows of financial assets are assessed as to whether they are solely payments of principal and interest based on their contractual terms. For this purpose, “principal” is defined as the fair value of the financial asset on initial recognition. “Interest” is defined as consideration for the time value of money, the credit risk associated with the principal amount outstanding, and other basic lending risks and costs. In performing this assessment, the Company considers factors that would alter the timing and amount of cash flows such as prepayment and extension features, terms that might limit the Company’s claim to cash flows, and any features that modify consideration for the time value of money. The Company measures all equity investments at fair value. Changes in fair value are recorded in the consolidated statements of loss and comprehensive loss. The Company does not hold any equity investments.

Impairment of financial assets

The Company recognizes a loss allowance for the ECLs associated with its financial assets, other than financial assets measured at FVTPL. ECLs are measured to reflect a probability-weighted amount, the time value of money, and reasonable and supportable information regarding past events, current conditions and forecasts of future economic conditions.

The Company applies the simplified approach for trade receivables. Using the simplified approach, the Company records a loss allowance equal to the ECLs resulting from all possible default events over the assets’ contractual lifetime.

The Company assesses whether a financial asset is credit-impaired at the reporting date. Regular indicators that a financial instrument is credit-impaired include significant financial difficulties as evidenced through borrowing patterns or observed balances in other accounts and breaches of borrowing contracts such as default events or breaches of borrowing covenants. For financial assets assessed as credit-impaired at the reporting date, the Company continues to recognize a loss allowance equal to lifetime ECLs. For financial assets measured at amortized cost, loss allowances for ECLs are presented in the consolidated statements of financial position as a deduction from the gross carrying amount of the financial asset. Financial assets are written off when the Company has no reasonable expectations of recovering all or any portion thereof.

Financial liabilities

Recognition and initial measurement

The Company recognizes a financial liability when it becomes party to the contractual provisions of the instrument. At initial recognition, the Company measures financial liabilities at their fair value plus transaction costs that are directly attributable to their issuance, with the exception of financial liabilities subsequently measured at FVTPL for which transaction costs are immediately recorded in the consolidated statements of loss and comprehensive loss.

Where an instrument contains both a liability and equity component, these components are recognized separately based on the substance of the instrument, with the liability component measured initially at fair value and the equity component assigned.

VIQ Solutions Inc.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Classification and subsequent measurement

Subsequent to initial recognition, all financial liabilities are measured at amortized cost using the effective interest rate method. Interest, gains and losses relating to a financial liability are recognized in profit or loss.

IFRS 9 contains three classification categories for financial assets: measured at amortized cost, FVOCI and FVTPL. The classification for each class of the Company's financial assets and financial liabilities is as follows:

Financial assets and liabilities	IFRS 9 classification
Cash and restricted cash	Amortized cost
Trade and other receivables	Amortized cost
Trade and other payables and accrued liabilities	Amortized cost
Long-term debt	Amortized cost
Share-based payment liability	FVTPL
Derivative warrant liability	FVTPL

Leases

In accordance with IFRS 16, Leases ("IFRS 16"), at inception of a contract, the Company assesses whether the contract is or contains a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, based on the initial amount of the lease liability. The assets are depreciated to the earlier of the end of the useful life of the right-of-use asset or the lease term using the straight-line method as this most closely reflects the expected pattern of consumption of the future economic benefits. The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise that option. In addition, the right-of-use asset is periodically adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments, if there is a change in the Company's estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

Impairment of property and equipment, definite-life intangible assets and goodwill

The Company has five CGUs, which consist of VIQ Australia, VIQ US, VIQ Media, VIQ UK, and Dataworxs, and the CGUs with goodwill or indefinite-lived intangible assets are tested for impairment at least annually

Discount rates have been determined for each of the CGUs and reflect their respective risk profile as assessed by management. Impairment losses for the CGUs reduce first the carrying amount of any goodwill allocated to that CGU, with any remaining impairment loss charged pro rata to the other assets in the CGU.

With the exception of goodwill, all assets are subsequently reassessed for indications that an impairment loss previously recognized may no longer exist. An impairment charge is reversed if the asset's recoverable amount exceeds its carrying amount only to the extent that the new carrying amount does not exceed the carrying value of the asset had it not originally been impaired.

Property and equipment and definite-life intangible assets are tested for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. For the purpose of measuring recoverable values, assets are grouped at the lowest levels for which there are separately identifiable cash flows, which are its CGUs. The recoverable value is the higher of an asset's fair value less costs of disposal and value in use (being the present value of the expected future cash flows of the relevant asset or CGU). In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risk specific to the asset. An impairment loss is recognized for the value by which the asset's carrying value exceeds its recoverable value.

VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)

Revenue recognition

Revenue represents the amount of consideration the Company expects to receive for the delivery of products and services in its contracts with customers, net of discounts and sales taxes. The Company reports revenue mainly under seven revenue categories, being, Technology services, Software license, Support and maintenance, Software as a service (“SaaS”), Subscription, Professional services and Hardware and Other.

Revenue is recognized upon transfer of control of products or services to customers at an amount that reflects the transaction price the Company expects to receive in exchange for the products or services. The Company’s contracts with customers may include the delivery of multiple products and services, which are generally capable of being distinct and accounted for as separate performance obligations. The accounting for a contract or contracts with a customer that contain multiple performance obligations requires the Company to allocate the contract or contracts’ transaction price to the identified distinct performance obligations.

Technology services revenue consists of fees charged for recurring services provided to the Company’s customers. Technology service revenue is recognized when the service is delivered to the customer. The Company has select customers where a flat rate is charged and revenue is recognized over time.

Software license revenue is composed of non-recurring license fees charged for the use of the Company’s software products generally licensed under perpetual arrangements and to a lesser extent sale of third-party license software. The Company sells on-premises software licenses on a perpetual basis. On-premises software licenses are bundled with software maintenance and support services for a term. The license component and maintenance and support components are each allocated revenue using their relative estimated standalone selling price. Revenue from the license of distinct software is recognized at the time that both the right to use the software has commenced and the software has been made available to the customer.

Support and maintenance and other recurring revenue primarily consist of fees charged for customer support on the Company’s software products post delivery. Certain of the Company’s contracts with customers contain provisions that require the customer to agree to first-year support and maintenance in order to maintain the active right to use a perpetual license. Support and maintenance and other recurring revenue primarily consist of fees charged for customer support on software products post delivery.

Revenue from SaaS arrangements, which allow customers to use hosted software over a term without taking possession of the software, is provided on a subscription basis. Revenue from the SaaS arrangement, which includes the installation, hosted software and maintenance and digital transcription services, is recognized ratably over the term of the subscription.

Professional service revenue consists of fees charged for customization, implementation, integration, training and ongoing services associated with the Company’s software products and technology services. Professional services are typically billed on a time and material basis and revenue is recognized over time as the services are performed. For professional services contracts billed on a fixed price basis, revenue is recognized over time based on the proportion of services performed. Hardware revenue includes the resale of third-party hardware that forms part of the overall customer solutions. Hardware revenue is recognized when the goods are shipped.

Cost of sales

Cost of sales for the technology segment includes the cost of finished goods inventory, costs related to shipping and handling and expenses relating to software support services. Cost of sales for the technology services segment includes production wages and other associated costs.

Income taxes

The income tax provision comprises current and deferred tax. Income tax is recognized in the consolidated statements of loss and comprehensive loss except to the extent that it relates to items recognized directly in equity, in which case the income tax is also recognized directly in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted, or substantively enacted, at the end of the reporting period, and any adjustment to tax payable in respect of previous years. Deferred tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the end of the reporting period and are expected to apply when the asset is realized or liability is settled. Deferred tax assets are recognized for deductible temporary

VIQ Solutions Inc.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

differences, unused tax losses and other income tax deductions to the extent that it is probable the Company will have taxable income against which those deductible temporary differences, unused tax losses and other income tax deductions can be utilized. The extent to which deductible temporary differences, unused tax losses and other income tax deductions are expected to be realized is reassessed at the end of each reporting period.

In a business combination, temporary differences arise as a result of differences in the fair values of identifiable assets and liabilities acquired and their respective tax bases. Deferred tax assets and liabilities are recognized for the tax effects of these differences. Deferred tax assets and liabilities are not recognized for temporary differences arising from goodwill or from the initial recognition of assets and liabilities acquired in a transaction other than a business combination that do not affect either accounting or taxable income or loss.

Net loss per common share

Basic net loss per common share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is calculated by dividing the applicable net loss by the sum of the weighted average number of common shares outstanding and all additional common shares that would have been outstanding if potentially dilutive common shares had been issued during the period. The dilutive effect of outstanding stock options and warrants on earnings per share is calculated by determining the proceeds for the exercise of such securities which are then assumed to be used to purchase common shares of the Company.

Stock-based compensation

The Company has a stock option plan, a Deferred Share Units (“DSU”) plan, a Performance Share Units (“PSU”) plan and a Restricted Share Units (“RSU”) plan, with units under such plans awarded to certain employees and directors.

The fair values of the stock options granted that represent equity awards are measured using the Black-Scholes option pricing model. For stock options, the model considers each tranche with graded vesting features as a separate share option grant. Forfeitures for the stock options are estimated on the grant date and revised if the actual forfeitures differ from previous estimates. This fair value is recognized as share-based compensation expense over the vesting periods, with a related credit to contributed surplus. The contributed surplus balance is reduced as options are exercised through a credit to share capital. The consideration paid by option holders is credited to share capital when the options are exercised.

The fair values of PSUs and RSUs granted that represent equity awards are measured at the value of the common shares. This fair value is recognized as share-based compensation expense over the vesting periods, with a related credit to contributed surplus. The contributed surplus balance is reduced as PSUs and RSUs are exercised through a credit to share capital.

Eligible executives and directors may elect to receive RSUs equivalent in value of common shares of the Company in lieu of certain cash payments. Share-based compensation expense is recorded in the year of receipt of the RSUs and changes in the fair value of outstanding RSUs, including deemed dividend equivalents, are recorded as an expense in the period that they occur with a corresponding increase to the liability.

Eligible directors and officers may be granted awards of DSUs, PSUs and RSUs equivalent in value of the shares of the Company. DSUs, PSUs and RSUs vest after three to five years and are settled in equity or cash at the end of the restriction period or in the case of DSUs when the executive is no longer employed with the Company.

The holders of the DSUs will only be able to redeem the DSUs in shares upon cessation of their service with the Company; therefore, the Company records DSUs as equity. Grants of DSUs are recorded at fair value in selling and administrative expenses at the time of grant. The quoted market price of the underlying shares on the grant date is considered to be equivalent to fair value for the DSUs. The charge to equity for DSUs is not updated to fair value at each subsequent reporting period. Upon settlement, the amount recognized in contributed surplus for the award is reclassified to share capital, with any premium or discount applied to deficit.

Comprehensive loss

Comprehensive loss consists of net loss and other comprehensive income (loss). Other comprehensive income (loss) represents changes in shareholders’ equity and includes foreign exchange gains and losses on the translation of the financial statements of the Company’s foreign operations into its presentation currency and is presented as accumulated other comprehensive income (loss) on the consolidated statements of financial position. The Company’s net loss per share presented on the consolidated statements of loss and comprehensive loss is based upon its net loss and not its comprehensive loss.

VIQ Solutions Inc.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

(ii) Standards and interpretations issued and effective

Amendments to IFRS 16 - Lease Liability in a Sale and Leaseback

The amendments in IFRS 16 specify the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction, to ensure the seller-lessee does not recognize any amount of the gain or loss that relates to the right of use it retains.

The amendments had no impact on the Company’s consolidated financial statements.

Amendments to IAS 1 - Classification of Liabilities as Current or Non-current

The amendments to IAS 1 specify the requirements for classifying liabilities as current or non-current. The amendments clarify:

What is meant by a right to defer settlement
That a right to defer must exist at the end of the reporting period
That classification is unaffected by the likelihood that an entity will exercise its deferral right
That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification

In addition, an entity is required to disclose when a liability arising from a loan agreement is classified as non-current and the entity’s right to defer settlement is contingent on compliance with future covenants within twelve months.

The amendments had no impact on the Company’s consolidated financial statements.

Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7

The amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures clarify the characteristics of supplier finance arrangements and require additional disclosure of such arrangements. The disclosure requirements in the amendments are intended to assist users of financial statements in understanding the effects of supplier finance arrangements on an entity’s liabilities, cash flows and exposure to liquidity risk.

The amendments had no impact on the Company’s consolidated financial statements.

(iii) Recent accounting pronouncements not yet adopted

The IASB has issued IFRS 18, Presentation and Disclosure in Financial Statements (“IFRS 18”) (replacing IAS 1, Presentation of Financial Statements) effective on January 1, 2027, with an aim to improve how information is communicated in the financial statements, with a focus on information in the statement of income. The Company is assessing the impacts IFRS 18 will have on its consolidated financial statements.

(a) New accounting pronouncements adopted in 2025

Amendments to IAS 21

Amendments to IAS 21, issued in August 2023, specify when a currency is exchangeable into another currency and when it is not, specify how to assess whether a currency is exchangeable into another currency, how to estimate the spot exchange rate when a currency lacks exchangeability, and requires the disclosure of additional information when a currency is not exchangeable. The amendments are effective for annual periods beginning on or after January 1, 2025.

The Company have adopted the above policy effective January 1, 2025. There was no impact on the financial statements as a result of the amendment. The Company have adopted the above policy effective January 1, 2025. There was no impact on the financial statements as a result of the amendment.

VIQ Solutions Inc.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Trade and other receivables

	December 31, 2025	December 31, 2024
Trade accounts receivable	$ 4,374,322	$ 3,806,576
Other receivables	925,345	854,050
Less allowance for doubtful accounts	(1,015,176)	(891,927)
	$ 4,284,491	$ 3,768,699

As at December 31, 2025, other receivables comprise of unbilled revenue of $828,251 (December 31, 2024 - $702,895) and sales tax receivable and other receivables of $97,094 (December 31, 2024 - $151,155).

Property and equipment

	December 31, 2024	Additions	Impairment	Foreign Exchange	December 31, 2025
Cost
Furniture and fixtures	$ 286,555	$ 7,203	$ (306,837)	$ 16,204	$ 3,125
Computer, software and transcription equipment	2,557,863	30,113	(1,875,639)	45,627	757,964
Buildings – leasehold improvements	59,519	-	(58,304)	3,357	4,572
	$ 2,903,937	$ 37,316	$ (2,240,780)	$ 65,188	$ 765,661
Accumulated amortization
Furniture and fixtures	241,352	$ 8,435	$ (251,692)	$ 5,030	$ 3,125
Computer, software and transcription equipment	1,948,843	276,292	(1,504,390)	37,219	757,964
Buildings – leasehold improvements	59,519	-	(58,304)	3,357	4,572
	$ 2,249,714	$ 284,727	$ (1,814,386)	$ 45,606	$ 765,661
Net book value	$ 654,223				$ -

The Company completed a goodwill impairment assessment based on its CGUs and, as a result, has recorded a non-cash impairment charge in the VIQ Solutions PTY Ltd CGU against property and equipment of $426,394.

	December 31, 2023	Additions	Foreign exchange	December 31, 2024
Cost
Furniture and fixtures	$ 323,705	$ -	$ (37,150)	$ 286,555
Computer, software and transcription equipment	2,929,797	-	(371,934)	2,557,863
Buildings – leasehold improvements	54,084	15,149	(9,714)	59,519
	$ 3,307,586	$ 15,149	$ (418,798)	$ 2,903,937
Accumulated amortization
Furniture and fixtures	$ 255,757	$ 8,364	$ (22,769)	$ 241,352
Computer, software and transcription equipment	1,931,600	294,541	(277,298)	1,948,843
Buildings – leasehold improvements	54,035	12,319	(6,835)	59,519
	$ 2,241,392	$ 315,224	$ (306,902)	$ 2,249,714
Net book value	$ 1,066,194			$ 654,223

VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)

Intangible assets and goodwill

Changes in the Company’s intangible assets as at December 31, 2025 and December 31, 2024 are listed as follows:

	Balance December 31, 2024	Additions	Impairment	Foreign exchange	Balance Dec 31, 2025
Cost
Customer relationships	$ 15,125,723	–	(2,443,331)	203,580	$ 12,885,972
Technology	470,000	–	–	–	470,000
Non-compete	118,293	–	(52,504)		65,789
Brand	2,374,189	–	(739,724)	43,741	1,678,206
Patents	14,153	–	–	(224)	13,929
Internally generated intangible assets	12,988,115	1,207,062	(2,977,803)	603,546	11,820,920
	$ 31,090,473	1,207,062	(6,213,362)	850,643	$ 26,934,816
Accumulated amortization
Customer relationships	12,936,677	678,680	(1,286,792)	168,827	12,497,392
Technology	470,000	–	–	–	470,000
Non-compete	118,293	–	(52,504)		65,789
Brand	2,323,580	–	(689,115)	43,741	1,678,206
Patents	2,658	1,367	–	154	4,179
Internally generated intangible assets	9,577,651	1,895,569	(1,422,556)	437,587	10,488,251
	25,428,859	2,575,616	(3,450,967)	650,309	25,203,817
Net book value	$ 5,661,614				$ 1,730,999
	December 31, 2023	Additions	Foreign exchange	December 31, 2024
---	---	---	---	---
Cost
Customer relationships	$ 15,366,983	–	(241,260)	$ 15,125,723
Technology	470,000	–	–	470,000
Non-compete	123,969	–	(5,676)	118,293
Brands	2,432,638	–	(58,449)	2,374,189
Patents	15,282	–	(1,129)	14,153
Internally generated intangible assets	12,637,733	1,408,277	(1,057,895)	12,988,115
	$ 31,046,605	1,408,277	(1,364,409)	$ 31,090,473
Accumulated amortization
Customer relationships	11,713,956	1,309,516	(86,795)	12,936,677
Technology	470,000	–	–	470,000
Non-compete	126,431	–	(8,138)	118,293
Brands	2,366,716	20,989	(64,125)	2,323,580
Patents	1,443	1,396	(181)	2,658
Internally generated intangible assets	8,301,326	2,010,861	(734,536)	9,577,651
	22,979,872	3,342,762	(893,775)	25,428,859
Net book value	$ 8,066,733			$ 5,661,614

VIQ Solutions Inc.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Changes in the Company’s goodwill during the years ended December 31, 2025 and December 31, 2024 are listed as follows:

	December 31, 2024	Impairment	Foreign exchange	December 31, 2025
VIQ Solutions PTY Ltd.	$ 4,599,778	$ (4,853,236)	$ 253,458	$ –
Dataworxs Systems Limited	125,006	–	6,073	131,079
VIQ Solutions, Inc.	3,570,275	–	–	3,570,275
VIQ Media Transcription Inc.	2,614,802	–	–	2,614,802
VIQ Solutions (UK) Limited	718,352	–	55,389	773,741
	$ 11,628,213	$ (4,853,236)	$ 314,920	$ 7,089,897
	December 31, 2023	Foreign exchange	December 31, 2024
---	---	---	---
VIQ Solutions PTY Ltd.	$ 5,041,251	(441,473)	$ 4,599,778
Dataworxs Systems Limited	135,627	(10,621)	125,006
VIQ Solutions, Inc.	3,570,275	–	3,570,275
VIQ Media Transcription Inc.	2,614,802	–	2,614,802
VIQ Solutions (UK) Limited	728,654	(10,302)	718,352
	$ 12,090,609	(462,396)	$ 11,628,213

Impairment testing for cash-generating unit containing goodwill

The annual impairment test of goodwill was performed as at December 31, 2025. The recoverable amounts of the Company’s CGUs were assessed using the higher of value in use or fair value less cost to sell.

Value in use was estimated using a discounted cash flow approach over a five year period. Cash flows for the terminal years are estimated using terminal growth rates. The risk premiums expected by market participants related to uncertainties about the industry and assumptions relating to future cash flows may differ or change quickly, depending on economic conditions and other events. The Company has made certain assumptions in determining the cash flow projections based over a five-year period from 2026 to 2030 and includes management’s best estimate of expected market conditions. These assumptions may differ or change quickly depending on economic conditions or other events. It is therefore possible that future changes in assumptions may negatively affect future valuations of CGUs and goodwill, which could result in impairment losses. The Company determined the forecasted cash flows based on earnings margins, revenue growth rate and the terminal revenue growth rate based on past performance and its expectations for market development. The pre-tax discount rates used reflect specific risks in relation to the CGUs.
In determining fair value less cost to sell, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.

The Company made certain assumptions when deriving expected future cash flows, which may include assumptions pertaining to the revenue growth rates, discount rates and terminal growth rates.

Goodwill is allocated to groups of CGUs, based on the level at which management monitors goodwill, which cannot be higher than an operating segment. The allocation of goodwill is made to groups of CGUs that are expected to benefit from the synergies and future growth of the business combination from which the goodwill arose. The Company makes judgments in determining CGUs and the allocation of goodwill to groups of CGUs for the purpose of impairment testing.

VIQ Solutions Inc.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

For each of the following CGUs, or group of CGUs, the following are key assumptions on which management based its determinations of the recoverable amount for goodwill based on value in use:

	CGU (or Group)	Revenue growth rate	Terminal growth rate	Pre-tax discount
VIQ Solutions PTY Ltd.	Australia group (excluding Dataworx)	-23% to 3%	2%	25.9%
Dataworx Systems Limited	Dataworx Systems Limited	0% to 3%	2%	13.9%
VIQ Solutions, Inc.	Standalone US (excluding VMT)	0% to 3.2%	2%	13.9%
VIQ Media Transcription Inc.	VIQ Media Transcription Inc.	3%	2%	13.9%
VIQ Solutions (UK) Limited	Standalone UK Group	0% to 3%	2%	13.9%

In the fourth quarter of fiscal 2025, the Company had data privacy incidents involving unauthorized access to data by members of the Company's global service provider in the performance of Australian-based transcription services. While the full scope of the impact is still under review, the Company for purposes of VIQ Solution Pty Ltd, CGU annual impairment test has assumed reduced estimated revenue growth rates due to the data privacy incidents. As a result, the Company has recorded total non-cash impairment charges in the VIQ Solutions PTY Ltd CGU against customer relationship intangibles of $1,156,539, brand intangibles of $50,609, internally generated intangible assets of $1,555,247 property and equipment of $426,394, right of use assets of $1,078,983 and goodwill of $4,853,236.

The Company did not recognize an impairment charge related to its goodwill in 2025 on the remaining CGUs because the recoverable amounts of the CGUs, or groups of CGUs, exceeded their carrying values.

7. Long-term debt

	Beedie Investments Ltd. (a)
Balance as at December 31, 2024	$ –
Add: current portion	15,988,401
	$ 15,988,401
Interest expense	1,710,207
Accretion expense	1,864,775
Interest payment	(1,766,501)
Loss on modification of debt	730,877
Proceeds from debt	250,000
Translation adjustment	28,573
Balance as at December 31, 2025	$ 18,806,332
Less: current portion	(18,806,332)
	$ –

VIQ Solutions Inc.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

	Beedie Investments Ltd. (a)	HomeTech VTB loan (b)	Total
Balance as at December 31, 2023	$ 13,246,176	$ –	$ 13,246,176
Add: current portion	–	19,812	19,812
	$ 13,246,176	$ 19,812	$ 13,265,988
Interest expense	1,545,390	–	1,545,390
Accretion expense	1,445,715	188	1,445,903
Interest payment	(1,288,306)	–	(1,288,306)
Debt repayment	–	(20,000)	(20,000)
Warrant issuance	(300,180)	–	(300,180)
Loss on modification of debt	360,522	–	360,522
Proceeds from debt	979,084	–	979,084
Foreign exchange translation	–	–	–
Balance as at December 31, 2024	$ 15,988,401	$ –	$ 15,988,401
Less: current portion	(15,988,401)	–	(15,988,401)
	$ –	$ –	$ –

(a) Beedie Investments Ltd. note payable

On January 13, 2023, the Company entered into a secured debt facility (“Note Payable”) with Beedie Investments Ltd. (“Beedie”) of $12,000,000 bearing (i) an annual interest rate of 9.5% payable monthly, (ii) annual interest rate of 1.5% payable monthly on $3,000,000 available to be drawn subsequently subject to certain conditions and (iii) annual interest rate of 3% to be paid-in-kind per annum compounded monthly and added to the outstanding principal amount of the Note Payable and to be repaid on January 16, 2027. The Note Payable is secured by a general security agreement covering all assets of the Company.

Under the Note Payable, the Company has undertaken to comply with financial covenants regarding a minimum balance of unrestricted cash and cash equivalents, minimum adjusted monthly EBITDA and maximum total leverage.

The Company for the month of July, August, September, October, November and December was not in compliance with the maximum total leverage covenant and for the month of July, August, September, November and December was not in compliance with the minimum monthly adjusted EBITDA. As a result, the Company has reclassified the Note Payable as current as at December 31, 2025.

In connection with the Note Payable, 7,968,750 Common Share purchase warrants (“Warrants”) were issued to Beedie on January 16, 2023. Each Warrant is convertible into one Common Share in the capital of the Company at a price per share equal to $0.256 until January 16, 2030. The Company recorded $2,010,223 reflecting the relative fair value of the 7,968,750 Warrants associated with the loan payable as a reduction to the principal amount of $12,000,000 and the amount was recorded into contributed surplus for $300,181. The Company calculated the fair value of $2,190,197 using the Black-Scholes pricing model with the following assumptions: a share price of CAD $0.50, an exercise price of CAD $0.35, a volatility of 69.78%, an expected life of 7.0 years, a dividend yield of 0.0% and a risk-free interest rate of 2.85%.

In addition, the Company has agreed to issue additional Warrants in connection with the subsequent advances, with such number of Warrants to be equal to 17% of the amount of such subsequent advance divided by the exercise price of such subsequent Warrants. The subsequent Warrants are to have an exercise price equal to the five-day volume-weighed average price of the Company’s Common Shares immediately prior to the earlier of: (i) the announcement of the applicable subsequent advance; and (ii) the funding of the applicable subsequent advance.

The Company incurred transaction costs of $981,115 associated with establishing the Note Payable; $179,974 of transaction costs were deducted from the fair value of Warrants of $2,190,197 based on the relative fair value, which resulted in $2,010,223 being credited to contributed surplus.

VIQ Solutions Inc.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

The value attributed to the Note Payable of $9,008,662 was determined using relative fair value, and transaction costs were allocated to the host debt instrument based on relative fair value and are being accreted to the face value of $12,000,000 over the term of four years. The transaction costs are recognized as accretion and other financing costs over the term of the loan.

Amendments

On November 1, 2024, in connection with the Company's Note Payable, the Company entered into a Bridge Loan agreement "Bridge Loan" with Beedie in the amount of $1,500,000. An initial amount of $500,000 was advanced on November 1, 2024 and an additional amount of $500,000 on December 20, 2024 has been advanced to the Company under the Bridge Loan, with the remaining $500,000 being available to be drawn by the Company in tranches of $500,000, subject to Beedie's approval. The Bridge Loan is subject to 7% interest payable monthly and paid in kind interest of 7% per annum and has a maturity date of January 13, 2027. Any undrawn amounts under the Bridge Loan is subject to a standby fee of 1.5% per annum. The prepayment fee on the Bridge Loan is equal to the accrued and unpaid interest on the prepayment amount up to the date of prepayment plus the interest that would have accrued on the principal amount of the Bridge Loan to the Bridge Loan maturity date. The Company used the amounts advanced pursuant to the Term Loan for general corporate and working capital purposes.

On November 1, 2024, the Company also entered into an amendment to the Note Payable with Beedie. Pursuant to the terms of the amendment, the interest rate on the Note Payable was increased from 14.5% to 15.75%, comprising of cash interest of 9.5% per annum and paid-in-kind interest charged at a rate of 6.25% per annum, compounded monthly and will be added to the outstanding principal amount of the Note Payable. Additionally, the Company amended the prepayment fee under the Note Payable such that the prepayment fee equal to the accrued and unpaid interest on the prepayment amount up to the date of prepayment plus the greater of: (i) 3% of the prepayment amount; and (ii) the accrued and unpaid interest on the prepayment amount from the date of prepayment to March 13, 2026, applies to any voluntary prepayment of the Original Loan occurring on or before March 13, 2026. The amendment of increasing the paid-in-kind interest did not result in the terms of the original agreement being substantially modified; as such, the transaction is accounted for as a modification of the old debt. As a result, the Company recorded a loss on modification of debt of $360,522.

On January 31, 2025, the Company entered into an amendment to the Note Payable with Beedie. Pursuant to the terms of the amendment, the Company agreed to amend certain financial covenants under the Credit Agreement in exchange for an amendment fee equal to $250,000 payable on the earlier of (i) early repayment of the Note Payable (ii) early repayment of the Note Payable due to breach of financial covenants or (iii) at maturity date of the Note Payable. The occurrence of the amendment fee of $250,000 did not result in the terms of the original agreement being substantially modified; as such, the transaction is accounted for as an adjustment to accretion and other financing costs.

In addition, the Company agreed to a reimbursement of expenses incurred by Beedie up to a maximum of $900,000 in connection with Beedie's participation in a strategic review as part of the amendment. The expense reimbursement amount is only payable on the earlier of: (i) early repayment of the Note Payable, (ii) the occurrence of a change of control of the Company or (iii) repayment of the Note Payable due to breach of financial covenants.

On March 20, 2025, in connection with the Company's Bridge Loan, $250,000 was advanced to the Company. The Bridge Loan is subject to 7% interest payable monthly and paid-in-kind interest of 7% per annum and has a maturity date of January 13, 2027. The Bridge Loan outstanding at June 30, 2025 was $1,250,000.

On March 14, 2025 and April 25, 2025, the Company entered into an amendment to the Note Payable with Beedie. Pursuant to the terms of the amendment, the Company agreed to amend certain financial covenants under the Credit Agreement.

On August 8, 2025, the Company entered into an amendment to the Note Payable ("August 2025 Beedie Amendment") with Beedie. Pursuant to the terms of the amendment, for non-compliance with certain financial covenants from July 2024 to June 2025 and to amend certain financial covenants under the Credit Agreement from July 2025 to January 2027, the Company has acknowledged that default interest in the amount of $740,016 has become due and payable. Such amount shall be added to the outstanding principal amount of the Note Payable effective July 31, 2025, with the interest accruing and payable thereon as part of the Note Payable owing for the period July 1, 2024 to July 31, 2025. The default interest in the amount of $740,016 did not result in the terms of the original agreement being substantially modified; as such, the transaction is accounted for as a modification of the existing debt. As a result, the Company recorded a loss on modification of debt of $730,877.

In addition, Beedie agreed to a period of forbearance where it will not enforce its right to demand or accelerate the repayment of the amounts under the Note Payable or Bridge Loan resulting from the non-compliance of the previous financial covenants, up to April 30, 2026. During the period, the revised covenants under the agreement will be applicable and tested. On completion of the

VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)

forbearance period or upon further non-compliance events, Beedie will have the right to demand or accelerate the repayment of the indebtedness under the Note Payable or Bridge Loan.

The Company also agreed to a reduced reimbursement of expenses to Beedie of $600,000 from $900,000 in connection with Beedie’s participation in the Company’s strategic review. The expense reimbursement amount of $600,000 is payable on the earlier of: (i) the prepayment of the Note Payable and Bridge Loan in full (ii) the occurrence of a change of control, (iii) acceleration of the obligations and (iv) the maturity date.

Prior to the 8th amendment, the Company was not in compliance with certain financial covenants on the Note Payable, as a result, the Company has recorded the $600,000 as payable to Beedie and recorded to the amount in strategic review costs and the corresponding liability in Trade and other payables and accrued liabilities as at December 31, 2025, and the strategic review costs was reduced by $300,000 due to the agreed reduction of reimbursement of expenses to Beedie.

Waivers

The Company was not in compliance with the minimum monthly adjusted EBITDA covenant for the months of July 2024, August 2024, September 2024, November 2024 and December 2024 and maximum total secured debt leverage covenant for the months of July 2024 to September 30, 2025. As a result of non-compliance with these historical periods financial covenants, the Beedie Investments Ltd. note payable the Company and its lender have agreed to a period of forbearance extending to April 30, 2026. During the forbearance, revised debt covenants related to the period from July 1, 2025 onwards will continue to be applicable and tested. As a result, the Company’s Note Payable and Bridge Loan are classified as current. The Company was in compliance with the revised minimum monthly adjusted EBITDA, maximum total secured debt leverage and cash covenant for the period July 1, 2025 to December 31, 2025.

Subsequent to December 31, 2025, the Company placed VIQ Australia into Administration, which constituted an event of default under the Note Payable, and such event of default has not been waived as of the date thereof.

Interest

During the year ended December 31, 2025, the Company recorded interest expense of $1,710,207 (2024 – $1,545,390) and $1,864,775 (2024 – $1,445,715) as accretion and other financing costs related to the Note Payable in the consolidated statements of loss and comprehensive loss.

The remaining principal repayments of debt to Beedie Investment Ltd. is $16,250,000 and paid in kind interest and amendment fee of $5,167,436, these amounts are due January 2027.

(b) Unsecured promissory notes

Unsecured promissory notes were issued to the former owners of acquired companies. As part of the acquisition of HomeTech, Inc. (“HomeTech”), the Company issued an unsecured interest-free promissory note to the former owners of HomeTech with a face value of $1,200,000, to be paid monthly for 60 months in equal instalments of $20,000 beginning February 25, 2019 to the period ending January 25, 2024. The Company recorded the unsecured promissory note by discounting the principal amounts due using a market annual interest rate of 12%. The difference between the present value and the face value is being accreted over the term of the unsecured promissory notes. There was $nil principal payment (2024 - $20,000) during the year ended December 31, 2025. The balance was fully repaid as at December 31, 2024.

Derivative warrant liability

On August 1, 2023, the Company completed a private placement offering (the “2023 Offering”). The Company sold 5,800,000 units (the “Units”) at a price per Unit of $0.31 for aggregate gross proceeds of $1,798,000 before the deduction of related transaction costs. Each Unit consists of one Common Share of the Company and one-half of one Warrant. Each Warrant will entitle the holder thereof to acquire one Common Share at an exercise price of $0.31 per Common Share until June 30, 2024. The issuance included 1,583,333 Units under the 2023 Offering made to Brad Wells, a member of the Board of Directors, and constitutes a related party transaction. Issuance costs of $75,132 were incurred, with $67,644 being recorded as a reduction of Common Shares and $7,488 recorded in accretion and other financing costs. The Warrants expired on June 30, 2024.

On July 21, 2022, the Company completed a private placement offering to institutional investors (“PIPE”). Under the PIPE, the Company sold 3,551,852 Units at a price of $1.35 per Unit for gross proceeds to the Company of approximately $4,800,000

VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)

before the deduction of any fees and other PIPE expenses. Each Unit consists of one common share of the Company and one warrant. Each warrant entitles the holder thereof to purchase one common share at an exercise price of $1.39 per share. The warrants will be exercisable beginning on January 21, 2023 and will expire on July 21, 2027. Issuance costs of $741,000 were incurred with $344,000 being recorded as a reduction of common shares and $397,000 recorded in accretion and other financing costs.

On September 15, 2021, the Company closed its direct offering with institutional investors (the "2021 Offering"). Under the Offering, the Company sold 4,235,294 Units at a price of $4.25 per Unit for gross proceeds to the Company of approximately $18,000,000 before the deduction of any fees and other estimated 2021 Offering expenses. Each Unit consists of one and one-half of one warrant (each whole common share purchase warrant). A total of 2,117,647 warrants were issued. Each warrant entitles the shareholder thereof to purchase one common share at an exercise price of $5.00. The warrants were exercisable as at March 15, 2022 and will expire five years from the issuance date on September 14, 2026.

In accordance with IFRS, a contract for the issuance of equity instruments that fails to meet the fixed-for-fixed criteria, i.e., issues a fixed number of shares for a fixed amount of cash or another financial asset, fails to meet the definition of equity. The exercise prices for the warrants issued under the PIPE and 2021 and 2023 Offerings are denominated in US currency, which differs from the CAD functional currency of the issuing entity. As a result, the warrants are recorded as a derivative warrant liability since the Company will be receiving cash in a currency other than the issuing entity's functional currency and therefore, exchange currency is deemed to be variable.

The derivative warrant liability is measured at fair value with changes in fair value recognized in the consolidated statements of loss and comprehensive loss at each period end. The derivative warrant liability will ultimately be converted into the Company's equity (Common Shares) when the warrants are exercised or will be extinguished on the expiry of the outstanding warrants and will not result in the outlay of any cash by the Company.

The Company uses the Black-Scholes option pricing model to estimate fair value at initial recognition and at each reporting date. The Company considers the expected volatility of its common shares in estimating its future stock price volatility. The risk-free interest rate for the life of the warrants was based on the yield available on government benchmark bonds with an approximate equivalent remaining term at the time of issue and at the time of revaluation. The lives of Warrants are based on an estimated exercise term.

The following are assumptions used by the Company to determine fair value for the year ended December 31, 2025:

PIPE - July 21, 2022

	December 31, 2025	December 31, 2024
Fair value (CAD)	$0.00	$0.01
Share price (CAD)	$0.20	$0.18
Exercise price (USD)	$1.39	$1.39
Expected volatility	86.1%	88.8%
Risk-free rate	2.29%	2.85%
Expected life (years)	1.55	2.55
Expected dividends	0%	0%

Offering - September 15, 2021

	December 31, 2025	December 31, 2024
Fair value (CAD)	$0.00	$0.00
Share price (CAD)	$0.20	$0.18
Exercise price (USD)	$5.00	$5.00
Expected volatility	61.0%	85.4%
Risk-free rate	2.12%	2.81%
Expected life (years)	.70	1.70
Expected dividends	0%	0%

For the year ended December 31, 2025, gain on revaluation of derivative warrant liabilities was recorded in the amount of $35,131 (2024 - $145,445).

VIQ Solutions Inc.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

As at December 31, 2025, there are 5,669,499 warrants outstanding associated with the PIPE and Offering from 2021 and nil exercised (2024 - 5,669,499 and nil exercised).

9. Capital Stock

Omnibus Equity Incentive Plan

On April 29, 2021, the Company adopted a new omnibus equity incentive plan (the “Omnibus Equity Incentive Plan”) by way of a shareholder resolution. The Omnibus Equity Incentive Plan is a “rolling” plan that, subject to certain adjustment provisions, provides that the aggregate maximum number of common shares that may be issued upon the exercise or settlement of awards granted under the Omnibus Equity Incentive Plan shall not exceed 10% of the Company’s issued and outstanding common shares from time to time. The Omnibus Equity Incentive Plan is considered an “evergreen” plan, since the common shares covered by awards that have been exercised, settled or terminated shall be available for subsequent grants under the Omnibus Equity Incentive Plan, and the number of awards available to grant increases as the number of issued and outstanding common shares increases. As such, the Omnibus Equity Incentive Plan must be approved by the majority of the Company’s Board of Directors and its shareholders every three years following its adoption pursuant to the requirements of the TSX.

Under the Omnibus Equity Incentive Plan, the Company is able to grant equity-based incentive awards in the form of stock options, Restricted Share Units (“RSUs”), Performance Share Units (“PSUs”), and Deferred Share Units (“DSUs”). All future grants of equity-based awards will be made pursuant to the Omnibus Equity Incentive Plan, and no further equity-based awards will be made pursuant to the Company’s stock option plan, DSU plan, and stock appreciation rights plan (collectively, the “Legacy Plan”). The Legacy Plan will continue to be authorized for the sole purpose of facilitating the vesting and exercise of existing awards previously granted under the Legacy Plans. Once the existing awards granted under the Legacy Plan are exercised or terminated, the Legacy Plan will terminate and be of no further force or effect.

Common Shares

On February 27, 2024, the Company closed a non-brokered private placement. Under the offering, the Company sold 10,239,000 common shares of the Company at a price per common share of $0.117 for gross proceeds of $1,197,278, which was recorded in capital stock. An amount of $10,821 in transaction costs was recognized and recorded as an offset to capital stock. The issuance included 3,000,000 common shares made to Beedie, a significant shareholder, and constitutes a related party transaction.

On August 26, 2025, the Company closed an insider non-brokered private placement. Under the offering, the Company sold 2,640,290 common shares at a price per common share of $0.15 for gross proceeds of $408,076. Unit issuances comprising of one common share and one common warrant share are segregated between the capital stock and warrant value components at the date of issue. The fair value of the capital stock component is calculated using the share price at the date of the issuance. The fair value of the warrants is calculated using the Black Scholes pricing model. Amounts allocated to each component are allocated using the relative fair value basis were $248,548 to capital stock and $159,528 to warrants recorded in contributed surplus. The amount of $28,838 in transaction cost was recognized with an offset to capital stock of $17,565 and contributed surplus of $11,273 based on relative fair value.

On October 27 and November 5, 2025, the Company closed an insider non-brokered private placement. Under the offering, the Company sold 13,898,748 common shares at a price per common share of $0.13 for gross proceeds of $1,844,280. Unit issuances comprising of one common share and one common warrant share are segregated between the capital stock and warrant value components at the date of issue. The fair value of the capital stock component is calculated using the share price at the date of the issuance. The fair value of the warrants is calculated using the Black Scholes pricing model. Amounts allocated to each component are allocated using the relative fair value basis were $1,105,268 to capital stock and $739,012 to warrants recorded in contributed surplus. The amount of $36,092 in transaction cost was recognized with an offset to capital stock of $21,657 and contributed surplus of $14,435 based on relative fair value.

VIQ Solutions Inc.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

The Company’s authorized capital consists of an unlimited number of common shares with no par value.

As at December 31, 2025, common shares of the Company are reserved as follows:

	Exercise price (CAD)	Expiry dates	Number outstanding
Options - Omnibus Equity Incentive Plan	$2.99	January 2031 to December 2031	10,000
	$1.35	January 2032 to December 2032	50,959
	$0.19	January 2035 to December 2035	1,100,000
Deferred share units - Legacy plan	$1.20 - $2.10	N/A	33,333
Restricted share units - Omnibus Equity Incentive plan	N/A	January 2026 to December 2026	645,000
	N/A	January 2027 to December 2027	574,069
	N/A	January 2028 to December 2028	2,940,000
	N/A	January 2031 to December 2031	3,678
	N/A	January 2035 to December 2035	250,000
Performance share units – Omnibus Equity Incentive Plan	N/A	N/A	45,000

Warrants

See note 7(a) for accounting for warrants issued in connection with the Beedie Note Payable.

On August 26, 2025, 2,640,290 warrants were issued under the offering of the insider private placement. Each warrant will entitle the holder to one Common Share at an exercise price of CAD$0.214 per Common Share until August 26, 2032.

On October 27, 2025, 10,752,685 warrants were issued under the offering of the insider private placement. Each warrant will entitle the holder to one Common Share at an exercise price of CAD$0.186 per Common Share until October 27, 2030.

On November 5, 2025, 3,146,063 warrants were issued under the offering of the insider private placement. Each warrant will entitle the holder to one Common Share at an exercise price of CAD$0.190 per Common Share until November 5, 2030.

During the year ended December 31, 2025, there were 16,539,038 (2024 - 2,175,142) warrants issued, nil warrants expired (2024 - 2,900,000), and nil warrants exercised (2024 - nil) for $nil proceeds (2024 - $nil)

As at December 31, 2025, there are 10,764,680 Warrants outstanding associated with the Beedie financing (2024 - 10,764,680).

As at December 31, 2025, there are 32,973,217 total Warrants outstanding (2024 - 16,434,179).

Stock option plan

The Company has an incentive stock option plan for its directors, officers, employees and contractors. The Company’s legacy stock option plan allows for the granting of options (and DSUs as described below) up to an aggregate amount equal to 10% of the aggregate number of common shares of the Company outstanding. The options, which have a term not exceeding five years when issued, generally vest as follows:

1/3 at time of issue
1/3 after one year
1/3 after two years

Under the Omnibus Equity Incentive Plan, the stock options that are granted have a term not exceeding 10 years when granted and can be fully vested on date of grant or vest as follows:

1/3 after one year
1/3 after two years
1/3 after three years

VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)

During the year ended December 31, 2021, certain stock options granted included cash settlement alternatives at the discretion of the stock option holder, subject to the approval of the Company’s Plan Administrator. The option holder could elect to perform the following on the settlement date:

Acquire common shares of the Company on a 1:1 basis to vested options
Receive cash payment, net of withholding taxes, equal to vested options multiplied by the market price of common shares of the Company
Acquire and receive a combination of common shares and cash payment, respectively, as noted above

As at December 31, 2025, 60,959 options are vested related to the Omnibus Equity Incentive Plan (2024 – 628,579) with a weighted average exercise price of CAD $1.62 per share (2024 – CAD $0.99).

During the year ended December 31, 2025, there were 1,160,000 stock options granted to directors, officers, employees and contractors (2024 – nil). The 1,160,000 stock options granted have a 10 year exercise period and vest if certain performance vesting conditions are met relating to gross margins targets or triggered by the Company’s 30-day volume-weighted average price (“VWAP”) reaching certain thresholds. The Company has determined the fair value of these options at CAD$0.08 and CAD$0.17 per stock option based on Monte Carlo simulation valuation. The Company then recorded the stock based compensation by estimating the vesting period to be between 1 to 3 years and recorded based on the probability of achieving the performance vesting conditions of meeting certain gross margin targets.

During the year ended December 31, 2025, nil options were exercised (2024 - nil), 683,870 stock options were forfeited (2024 - 70,000), and nil stock options expired (2024 - 12,500).

The following information applies to stock options outstanding per the Omnibus Equity Incentive Plan as at December 31, 2025, along with their respective exercise prices and related weighted average remaining contractual life:

Range of exercise prices (CAD)	Options outstanding	Weighted average remaining contractual life	Weighted average exercise price (CAD)	Options exercisable	Weighted average exercise price (CAD)
$2.99	10,000	5.96 years	$2.99	10,000	$2.99
$1.35	50,959	6.38 years	$1.35	50,959	$1.35
$0.19	1,100,000	9.79 years	$0.19	–	–
	1,160,959	9.61 years	$0.26	60,959	$1.62

Deferred share units plan

The Company established a DSU plan to allow non-employee directors to participate in the long-term success of the Company. DSUs are fully vested upon being granted.

The Board of Directors may grant DSUs (and the number of options to purchase shares described above) up to a maximum of 10% of common shares outstanding and up to a maximum of 100,000 units.

Maximum allowable grants under the option and DSU plans in aggregate as at December 31, 2025 were 6,934,485 (2024 - 5,233,402) of which 1,160,959 (2024 - 684,829) were outstanding stock options, 33,333 (2024 - 33,333) were outstanding DSUs, 4,412,747 (2024 - 2,556,488) were outstanding RSUs and 45,000 (2024 - 100,000) were outstanding PSUs for a total of 5,652,039 (2024 - 3,374,650).

The Company did not grant any DSUs to directors of the Company during the year ended December 31, 2025 (2024 – nil).

Restricted share units plan

Under the Omnibus Equity Incentive Plan, the Company established an RSU plan. RSUs have a term not exceeding 10 years to indefinite expiry when granted and can fully vest immediately, after one year, vest each month or vest as follows:

1/3 after one year
1/3 after two years
1/3 after three years

VIQ Solutions Inc.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

During the year ended December 31, 2021, certain RSUs granted included cash settlement alternatives at the discretion of the RSU holder, subject to the approval of the Company’s Plan Administrator. The RSU holder could elect to perform the following on the settlement date:

Acquire common shares of the Company on a 1:1 basis to vested RSUs
Receive cash payment, net of withholding taxes, equal to vested RSUs multiplied by the market price of common shares of the Company
Acquire and receive a combination of common shares and cash payment, respectively, as noted above

Certain RSUs issued by the Company included the choice of settlement method with the RSU holder, which includes a cash settlement option; the Company has recorded the associated RSU grants as a cash-settled share-based payment and recorded a share-based payment liability. As at December 31, 2025, there are 3,678 RSUs outstanding that are classified as cash-settled share-based payments (2024 – 153,678).

As a result of revaluing the RSUs classified as cash-settled share-based payment related to the Omnibus Equity Incentive Plan at fair value, the Company recorded a gain of $19,660, for the year ended December 31, 2025 (2024 - gain of $54,916). The RSUs are valued at the following fair values:

	December 31, 2025	December 31, 2024
Fair value and share price (CAD)	$0.20	$0.18

During the year ended December 31, 2025, 4,040,000 (2024 - 1,957,318) RSUs were granted to directors, officers, employees and contractors, which are accounted on an equity basis. During the year ended December 31, 2025, 2,050,000 RSUs were vested (2024 - 2,017,490), 98,929 RSUs were forfeited (2024 - 9,667), 353,517 RSUs were expired (2024 - nil) and 471,795 RSUs were exercised (2024 - 1,138,181).

The 940,000 of the 4,040,000 RSUs granted for the year ended December 31, 2025 have a 3 year or 10-year exercise period and vest if certain performance vesting conditions are met relating to gross margins targets or triggered by the Company’s 30-day volume-weighted average price (“VWAP”) reaching certain thresholds. The Company has determined the fair value of these RSUs at CAD$0.08 and CAD$0.17 per stock option based on Monte Carlo simulation valuation. The Company then recorded the stock-based compensation by estimating the vesting period to be between 1 to 3 years and recorded based on the probability of achieving the performance vesting conditions of meeting certain gross margin targets.

Performance share units plan

Under the Omnibus Equity Incentive Plan, the Company established a PSU Plan. The PSUs have an indefinite term when granted and vest 100% after one year if the performance vesting conditions are met.

On May 16, 2022, 195,000 PSUs were granted to employees. Total outstanding PSUs as at December 31, 2025 are 45,000 (2024 - 100,000). During the year ended December 31, 2025, there were nil PSUs granted (2024 - nil), nil exercised (2024 - nil), and 55,000 PSUs forfeited (2024 - 25,000).

10. Stock-based compensation

The total compensation expense relating to the value assigned to the stock options, RSUs and PSUs granted to directors, officers, employees and contractors for the year ended December 31, 2025 was $357,918 (2024 - $397,618), which was included in the stock-based compensation expense with a corresponding charge to contributed surplus of $362,686 (2024 - $350,481) and share-based payment recovery of $4,769 (2024 - $47,137).

VIQ Solutions Inc.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Net loss per share

	Year ended December 31,
	2025	2024
Numerator for basic and diluted net loss per share:
Net loss for the year	$ (13,786,019)	$ (7,046,079)
Denominator for basic net loss per share:
Weighted average number of common shares outstanding	55,990,513	50,068,323
Effect of potential dilutive securities	–	–
Adjusted denominator for diluted net loss per share	55,990,513	50,068,323
Basic net loss per share	$ (0.25)	$ (0.14)
Diluted net loss per share	$ (0.25)	$ (0.14)

For the year ended December 31, 2025, 38,625,256 of potentially dilutive common shares (2024 - 19,808,829) issuable upon the exercise of warrants, DSUs, RSUs, PSUs and options were not included in the computation of loss per share because their effect was anti-dilutive.

Supplemental cash flow information

Components of the net change in non-cash working capital are as follows:

	Years ended December 31,
	2025	2024
Trade and other receivables	$ (358,951)	$ 416,560
Inventories	(7,580)	5,638
Prepaid expenses and other deposits	451,339	339,287
Trade and other payables and accrued liabilities	(203,446)	(629,962)
Taxes payable	(191,783)	–
Contract liabilities	(423,729)	(173,962)
Total	$ (734,150)	$ (42,439)

Other supplemental cash flow information as follows:

	Years ended December 31,
	2025	2024
Cash received for interest	$ 9,523	$ 34,905
Cash paid for interest	1,360,137	1,334,820

Segmented financial information

The Company has determined it has two reportable business segments, namely technology and related revenue and technology services. The technology and related revenue segment develops, distributes licenses computer-based digital solutions based on the Company's proprietary technology, and the technology services segment provides recording and transcription services.

The Company's reportable segments are strategic business segments that offer different products and/or services. These business segments work on different business models and operate autonomously. The Company does not segregate sales and associated costs by individual technology products. Accordingly, segmented information on revenue and associated costs is only provided for the transcription services and computer-based digital solutions currently offered by the Company.

The Chief Executive Officer, Global Head of Operations and Chief Financial Officer ("CODMs") are the operating decision makers and regularly review the Company's operations and performance by segment. The CODMs review segment adjusted EBITDA as the key measure of profit for the purpose of assessing performance of each segment and to make decisions about the allocation of resources. Prior to this, the CODMs reviewed segment income (loss) as the key measure of profit for the purpose of assessing performance of each segment and to make decisions about the allocation of resources.

VIQ Solutions Inc.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Financial information by reportable business segment is as follows:

Year ended December 31, 2025
	Technology and related revenue	Technology services	Corporate	Total
Revenue	$ 4,266,907	$ 37,227,683	$ –	$ 41,494,590
Gross profit	3,330,734	17,042,594	–	20,373,328
Selling and administrative expenses	1,350,199	11,780,147	1,365,933	14,496,279
Research and development expenses	76,118	664,115	–	740,233
Stock-based compensation				357,918
Depreciation and amortization				3,344,199
Foreign exchange gain				(749,485)
Interest, accretion and other financing costs				3,804,108
Gain on revaluation of restrictive share units				(19,660)
Gain on revaluation of derivative warrant liability				(35,131)
Restructuring costs				1,175,954
Strategic review costs				994,725
Impairment of property, equipment, and right of use assets				1,505,376
Impairment of goodwill and intangibles				7,615,631
Loss on modification of debt				730,877
Other income				(15,527)
Current income tax expense				213,850
Net loss				$ (13,786,019)
Year ended December 31, 2024
---	---	---	---	---
	Technology and related revenue	Technology services	Corporate	Total
Revenue	$ 4,199,499	$ 38,964,708	$ –	$ 43,164,207
Gross profit	3,138,218	16,089,880	–	19,228,098
Selling and administrative expenses	1,575,086	14,614,310	816,104	17,005,500
Research and development expenses	63,293	587,258	–	650,551
Stock-based compensation				397,618
Depreciation and amortization				4,095,672
Foreign exchange loss				217,841
Interest, accretion and other financing costs				3,182,089
Gain on revaluation of restrictive share units				(54,916)
Gain on revaluation of the derivative warrant liability				(145,445)
Restructuring costs				386,853
Strategic review costs				198,271
Loss on modification of debt				360,522
Other income				(35,044)
Current income tax expense				14,665
Net loss				$ (7,046,079)

VIQ Solutions Inc.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Property and equipment are located in the following countries:

	Years ended December 31,
	2025	2024
Australia	$ –	$ 641,240
United States	–	9,754
United Kingdom	–	3,229
	$ –	$ 654,223

14. Revenue

The Company generates revenue primarily from the delivery of technology and transcription services to its customers. Revenue from contracts with customers is disaggregated by primary geographical market, major products and services and timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue with the Company's reportable segments (note 13).

Primary geographical markets	Years ended December 31,
	2025	2024
Australia	$ 22,231,443	$ 24,306,727
United States	16,688,058	16,471,534
United Kingdom	2,366,743	2,171,830
Canada	192,220	193,215
Other	16,126	20,901
Total	$ 41,494,590	$ 43,164,207
Major products/service lines	Years ended December 31,
---	---	---
	2025	2024
Technology services	$ 37,227,683	$ 38,964,708
Software licenses	865,084	529,436
Support and maintenance	1,799,906	1,781,534
SaaS	351,731	315,837
Subscriptions	589,948	726,215
Professional services	490,773	654,095
Hardware and other	169,465	192,382
Total	$ 41,494,590	$ 43,164,207

Technology services revenue is reported in the technology services segment, and all other remaining products/services revenues are reported in the technology and related revenue segment.

The Company had one customer who contributed greater than $10\%$ of consolidated total revenues during the year ended December 31, 2025, comprising $19.7\%$ (2024 - one customer and $19.8\%$ ).

Technology services, software licenses, hardware and other revenue are recognized at a point in time, except for revenue for select customers, which is recognized over time. Professional services, support and maintenance, SaaS and subscription revenue are recognized over time.

VIQ Solutions Inc.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

15. Expenses by nature

Expenses incurred by nature are as follows:

	Years ended December 31,
	2025	2024
Employee and contractor expenses (note 16)	$ 28,059,639	$ 29,818,545
Third-party vendors and other cost of sales	2,995,209	6,024,775
Depreciation and amortization	3,344,199	4,095,672
Facilities	359,348	398,577
Professional and consulting fees	2,152,616	1,234,743
Investor relations and other shareholder expenses	104,841	98,361
Bad debt	85,790	420,508
Marketing and advertising/promotion expenses	249,455	191,539
Software license and IT expenses	2,850,903	2,888,708
Telephone and internet	150,484	228,169
Travel	41,264	65,852
Insurance	421,242	683,284
Office, administrative and other operating expenses	239,626	134,988
Foreign exchange (gain) loss	(749,485)	217,841
Total	$ 40,305,131	$ 46,501,562

As part of the professional and consulting fees, $994,725 (2024 - $198,271) relates to cost associated to the review of strategic alternatives for the Company.

16. Employee and contractor expenses

Expenditures for employee and contractor salaries and benefits are as follows:

	Years ended December 31,
	2025	2024
Salaries and wages and employee benefits	$ 14,039,312	$ 18,691,449
Contract labour	13,364,221	10,243,449
Stock-based compensation	357,918	397,618
Other staff expense	298,188	486,029
Total	$ 28,059,639	$ 29,818,545

VIQ Solutions Inc.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Right-of-use assets

	December 31, 2024	Additions	Adjustment	Impairment	Foreign exchange	December 31, 2025
Cost
Buildings	$ 1,825,941	$ 1,451,378	$ (60,000)	$ (2,870,388)	$ 98,808	$ 445,739
Equipment	61,944	–	–	(27,118)	1,443	36,269
	$ 1,887,885	$ 1,451,378	$ (60,000)	$ (2,897,506)	$ 100,251	$ 482,008
Accumulated depreciation
Buildings	$ 1,672,747	$ 483,233	$ (60,000)	$ (1,791,405)	$ 94,446	$ 399,021
Equipment	61,344	623	–	(27,118)	1,420	36,269
	$ 1,734,091	$ 483,856	$ (60,000)	$ (1,818,523)	$ 95,866	$ 435,290
Net book value	$ 153,794					$ 46,718
	December 31, 2023	Additions	Adjustments	Foreign exchange	December 31, 2024
---	---	---	---	---	---
Cost
Buildings	$ 1,965,132	21,994	–	(161,185)	$ 1,825,941
Equipment	64,411	–	–	(2,467)	61,944
	$ 2,029,543	21,994	–	(163,652)	1,887,885
Accumulated depreciation
Buildings	$ 1,378,872	428,823	–	(134,948)	$ 1,672,747
Equipment	54,608	8,863	–	(2,127)	61,344
	$ 1,433,480	437,686	–	(137,075)	$ 1,734,091
Net book value	$ 596,063				$ 153,794

18. Lease obligations

Below is a summary of the activity related to the Company’s lease liabilities for the year ended December 31, 2025:

	Years ended December 31,
	2025	2024
Lease obligations, beginning of period	$ 204,802	$ 704,112
Additions	1,547,509	24,195
Interest on lease liabilities	67,648	46,514
Interest payments on lease liabilities	(67,648)	(46,514)
Principal payments of lease liabilities	(496,909)	(488,097)
Adjustment and abatement	–	–
Foreign exchange translation	(80,186)	(35,408)
Total	$ 1,175,216	$ 204,802

The Company and its subsidiaries have entered into agreements to lease office premises until 2028. The annual rent expenses for premises of minimum rent and do not include variable costs. The minimum payments under all agreements are as follows:

2026	$ 691,539
2027	692,954
2028	324,622
	$ 1,709,115

VIQ Solutions Inc.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

19. Income taxes

The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 26.5% (2024 – 26.5%) to the effective tax rate is as follows:

	2025	2024
Net loss before income taxes	$ (13,572,169)	$ (7,031,414)
Expected income tax recovery	(3,596,625)	(1,863,325)
Difference in foreign tax rates	(598,765)	416,123
Share-based compensation and non-deductible expenses	366,045	38,208
Prior year true-ups	-	-
Loss on repayment of long-term debt	192,811
Impairment on goodwill	1,463,333	-
Tax rate changes and other adjustments	(32)	18,503
Change in tax benefits not recognized	2,387,083	1,405,156
Income tax expense	$ 213,850	$ 14,665

The Company's income tax expense (recovery) is allocated as follows:

	2025	2024
Current income tax expense	$ 213,850	$ 14,665
Deferred income recovery	-	-
Income tax expense	$ 213,850	$ 14,665

The significant components of deferred tax assets and liabilities are as follows:

	2025	2024
Non-capital losses carried forward	$ 957,342	$ 397,346
Right-of-use assets	-	-
Reserves	-	-
Deferred tax assets	957,342	397,346
Non-capital losses carried forward	-	-
Intangible assets	-	(397,346)
Reserves	-	-
Unrealized foreign Exchange	(957,342)
Deferred tax liabilities	(957,342)	(397,346)
Net deferred tax assets	$ -	$ -

The following tables present tax effects of temporary differences and carry forwards, as well as movements in the deferred tax balances:

	Balance at December 31, 2024	Recognized in profit and loss	Adjustments	Balance at December 31, 2025
Deferred tax assets (liabilities):
Non-capital losses carried forward	397,346	559,996	-	957,342
Intangible assets	(397,346)	397,346	-	-
Unrealized foreign Exchange	-	(957,342)	-	(957,342)
	$ -	$ -	$ -	$ -

VIQ Solutions Inc.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

	Balance at December 31, 2023	Recognized in profit and loss	Adjustments	Balance at December 31, 2024
Deferred tax assets (liabilities):
Non-capital losses carried forward	739,090	(341,744)	–	397,346
Intangible assets	(739,090)	341,744	–	(397,346)
	$ –	$ –	$ –	$ –

Deferred taxes are provided as a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities, tax losses and credits. Deferred tax assets have not been recognized in respect of the following deductible temporary differences, tax losses and credits:

	2025	2024
Property and equipment	$ 832,830	$ 218,588
ROU assets	-	-
Intangible assets	18,538,392	14,427,396
Share issuance costs – 20(1)(e)	2,271,368	2,520,764
Non-capital losses carried forward – Canada	22,603,621	27,570,206
Non-capital losses carried forward – US	14,697,617	14,521,078
Non-capital losses carried forward – Australia	11,115,922	7,022,445
Non-capital losses carried forward – UK	635,842	670,302
Capital losses carried forward – Canada	–	–
Capital losses carried forward – Australia	494,272	459,810
Investment tax credits	553,182	527,543
SR&ED pool	1,730,799	1,650,581
Ontario SR&ED credit	85,692	81,721
Lease liabilities	–	343,680
Accrued vacation	0	196,509
Inventory reserve	337	314
Audit fees	138,521	128,863
Accrued superannuation	64,684	81,832
Accrued interest	1,787,321	1,787,321
Financing cost – Crown Capital loan	-	-
AFDA reserve	351,728	638,691
Contingent consideration liabilities	-	-
Stock-based compensation	367,858	279,318
Business acquisition expenses	678,557	631,246
Capital Item Expensed	2,739	-
Charitable contributions	250	250
Unrealized foreign exchange	745,972	-
Unutilized staff salaries	546	2,582
Restricted Interest and Financing Expenses	3,137,204	-
	$ 80,835,254	$ 73,761,040

The Company has unrecognized Canadian non-capital losses of approximately $ 22,603,621 and capital losses of approximately $nil. The net capital loss carry forward may be carried forward indefinitely but can only be used to reduce capital gains. The Company's Canadian non-capital income tax losses expire between 2038 and 2045.

VIQ Solutions Inc.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

The Company's Canadian non-capital income tax losses, the benefit of which has not been recognized on the consolidated financial statements, expire as follows:

2038	2,151,819
2039	2,784,652
2040	7,051,962
2041	4,619,155
2042	2,954,759
2043	2,126,447
2044	197,462
2045	717,365
	22,603,621

The Company also has investment tax credits available to reduce future federal taxes payable of approximately $460,674 which if not utilized will expire between 2026 and 2034.

2026	$34,905
2027	$36,711
2028	$42,845
2029	$49,366
2030	$54,575
2031	$68,992
2033	$82,718
2034	$90,562
	$460,674

The effective and statutory tax rate in the Company's Australian subsidiaries is 30.0% (2024 - 30.0%). These subsidiaries have non-capital losses of approximately $11,115,922 (2024 - $7,022,445) and capital losses of approximately $494,272 (2024 - $459,810) available to offset future taxable capital gains. These losses do not expire.

The Company's US subsidiaries have non-capital losses of approximately $14,697,617 available to reduce future taxable income. These losses do not expire.

The Company's UK subsidiaries have non-capital losses of approximately $635,842 available to reduce future taxable income. These losses do not expire.

20. Risk management for financial instruments

The estimated fair values of cash, trade and other receivables, restricted cash, and trade and other payables and accrued liabilities approximate their carrying values due to the relatively short-term nature of the instruments. The estimated fair values of current and long-term debt and current and long-term lease obligations also approximate their carrying values due to the fact that effective interest rates are not significantly different from market.

Fair value measurements recognized in the interim condensed consolidated statements of financial position must be categorized in accordance with the following levels:

a. Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
b. Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
c. Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The Company's financial instruments carried at fair value on the interim condensed consolidated statements of financial position

VIQ Solutions Inc.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

consist of cash and restricted cash. Cash and restricted cash are valued using quoted market prices (Level 1). Share-based payment liability, and derivative warrant liability are categorized using observable market inputs (Level 2). The Company has not valued any financial instruments using valuation techniques based on non-observable market inputs (Level 3) as at December 31, 2025.

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 in managing liquidity is to ensure, to the extent possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, by continuously monitoring actual and budgeted cash flows.

The Company has sustained losses over the last number of periods and has financed these losses mainly through a combination of equity and debt offerings.

The table below summarizes the Company's contractual obligations into relevant maturity groups as at the consolidated statement of financial position date based on the expected contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows for operations:

	2026	2027	2028	Total
Trade and other payables	$ 5,987,570	$ –	$ –	$ 5,987,570
Lease obligations	691,539	692,954	324,622	1,709,115
Beedie Investments Ltd. note payable	–	–	21,417,436	21,417,436
Income taxes payable	51,832	–	–	51,832
Total	$ 6,730,941	$ 692,954	$ 21,742,058	$ 29,165,953

Credit risk

Credit risk arises from the potential that a customer or counterparty will fail to perform its obligations. The Company is exposed to credit risk from its customers; however, the Company has a significant number of customers, minimizing the concentration of credit risk. Further, a large majority of the Company's customers are economically stable organizations such as government agencies or departments with whom the Company transacts on a regular basis, further reducing the overall credit risk. Historically, the Company has suffered losses under trade receivables. In order to minimize the risk of loss from trade receivables, the Company's extension of credit to customers involves review and approval by senior management and conservative credit limits for new or higher risk accounts.

The Company reviews its trade receivable accounts regularly and writes down these accounts to their expected realizable values, by making an allowance for Expected Credit Losses ("ECLs") based on aging and historic collection of receivables. The allowance is recorded as an expense in the interim condensed consolidated statements of loss and comprehensive loss. Shortfalls in collections are applied against this provision. Estimates for allowance for ECLs are determined by a customer-by-customer evaluation of collectability as at each interim condensed statement of financial position reporting date, taking into account the amounts that are past due and any available relevant information on the customers' liquidity and going concern issues. Normal credit terms for amounts due from customers call for payment within 30 to 60 days.

The Company's exposure to credit risk for trade receivables by geographic area is as follows:

	December 31, 2025	December 31, 2024
United States	51%	53%
Australia	27%	25%
United Kingdom	15%	14%
Rest of world	7%	8%
	100%	100%

The Company is subject to risk of non-payment of accounts receivable. The Company mitigates credit risk by assessing the credit worthiness of customers prior to extending credit and monitoring the aging and size of credit extended to customers. All of the Company's cash is held with major financial institutions and thus the exposure to credit risk is considered low. Management actively monitors the Company's exposure to credit risk under its financial instruments, including with respect to trade receivables.

VIQ Solutions Inc.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

The following is a breakdown of trade receivables aging, net of provision for expected credit losses:

	December 31, 2025	December 31, 2024
0 to 30 days	$ 4,123,191	$ 3,072,328
31 to 60 days	(122,288)	285,041
61 to 90 days	145,146	152,739
91 days and older	138,442	258,591
	$ 4,284,491	$ 3,768,699

As at December 31, 2025, the provision for expected credit losses recorded against trade receivables is $1,015,177 (2024 - $891,927). The activity of the provision for expected credit losses is as follows:

	December 31, 2025	December 31, 2024
Expected credit loss - beginning of year	$ 891,927	$ 697,800
Add: provision for expected credit losses	85,790	420,508
Less: write-offs	(5,053)	(181,260)
Foreign exchange adjustments	42,512	(45,121)
Expected credit loss – end of year	$ 1,015,176	$ 891,927

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company's interest rate risk is primarily related to the Company's interest-bearing debts on its consolidated statements of financial position. The Company does not have a material amount of long-term debt with variable interest rates, thereby minimizing the Company's exposure to cash flow interest rate risk.

Foreign currency risk

Foreign currency risk arises because of fluctuations in exchange rates. The Company conducts a significant portion of its business activities in foreign currencies, primarily the US and Australian dollars and Great Britain pounds with a large portion of the Company's sales and operating costs being realized in these foreign currencies. The Company's objective in managing its foreign currency risk is to minimize its net exposure to foreign currency cash flows by transacting, to the greatest extent possible, with third parties in pounds sterling, Canadian, US and Australian dollars.

The financial assets and liabilities that are denominated in foreign currencies will be affected by changes in the exchange rate between the United States dollar and these foreign currencies. This primarily includes cash, restricted cash, trade and other receivables, trade and other payables, provisions and obligations under finance lease which were denominated in foreign currencies.

The Company's Australian subsidiaries have a majority of revenue and expenses being transacted in Australian dollars. As at December 31, 2025, fluctuations of the Australian dollar relative to the US dollar of 5% would result in an exchange gain or loss on the net financial assets, impacting the Company's comprehensive income by approximately $554,701 (2024 - $613,758).

The Company's Canadian operations are exposed to exchange rate changes in the U.S. dollar relative to the Canadian dollar since a substantial portion of this business unit's sales are denominated in US dollars with most of the related expenses in Canadian dollars. A 5% fluctuation of the U.S. dollar would result in an exchange gain or loss on the net financial assets of approximately $756,318 (2024 - $861,352) as December 31, 2025.

Capital management

The Company considers its capital structure to consist of shareholders' equity and long-term debt. The Company's objective in managing capital is to ensure sufficient liquidity to pursue its organic growth strategy, fund research and development and undertake selective acquisitions, while at the same time taking a conservative approach toward financial leverage and management of financial risk.

VIQ Solutions Inc.

Notes to Consolidated Financial Statements

(Expressed in United States dollars)

21. Related party transactions

Key management personnel comprise the Company's directors and executive officers. In addition to their salaries, key management personnel also participate in the Company's Legacy Plan and Omnibus Equity Incentive Plan share option program and DSU Plan (note 9). Key management personnel compensation for the year ended December 31, 2025 and 2024 as follows:

	2025	2024
Salaries and short-term employee benefits (i)	$ 793,273	$ 1,136,205
Stock-based compensation	213,855	112,726
	$ 1,007,128	$ 1,248,931

(i) Short-term employee benefits include bonuses and car allowances.

The Company entered into a lease for the Company's Corporate office which is owned by one of the Company's directors on November 1, 2025 for five years ending November 1, 2030. The lease is rent free for the first 24 months of the lease term and then subject to mutually agreeable rent for the remaining term. The Company is under no obligation to continue with the lease if rent is not mutually agreed. The Company is responsible for common area costs which is approximately $1,200 per month payable to the landlord.

On October 27, 2025, the Company closed the first tranche of a non-brokered private placement, followed by an upsized second tranche that closed on November 5, 2025. Under the offering, the Company sold 13,898,748 units at a price per unit of $0.186 CAD for gross proceeds of approximately $2,585,167 CAD. Each unit consists of one common share of the Company and one common share purchase warrant. The issuance included 2,150,537 units subscribed by Beedie, a significant shareholder and constitutes a related party transaction.

On August 26, 2025, the Company closed an insider non-brokered private placement. Under the offering, the Company sold 2,640,290 units at a price per unit of $0.214 CAD for gross proceeds of approximately $565,000 CAD. Each unit consisted of one common share of the Company and one common share purchase warrant.

22. Onerous contract

The Company, during the year ended December 31, 2024, entered into a vendor contract that was determined to be an onerous loss of $151,860 was recognized in cost of sales and a liability was recorded in trade and other payables and accrued liabilities. On March 11, 2025, the Company entered into an agreement to terminate the contract, the liability for onerous loss of $151,860 was reversed and the same amount was reduced from cost of sales.

23. Restructuring costs

During the year ended December 31, 2025, the Company approved a restructuring plan to optimize the Company's workforce and restructuring cost of $1,175,954 (2024 - $386,853) was recorded for severance and associated legal fees.

24. Contingent liabilities

The Company is involved in various claims and legal proceedings arising in the ordinary course of business. In the opinion of management, based on consultation with external legal counsel, the outcome of these matters is not expected to result in a material adverse effect on the Company's financial position. Accordingly, no provision has been recognized in respect of such matters where an outflow of economic benefits is not considered probable or cannot be reliably estimated. Due to the inherent uncertainties associated with legal proceedings, the ultimate outcome of these matters may differ from management's current assessment.

25. Subsequent event

On March 14, 2026, VIQ's Australian division, consisting of VIQ Australia Pty Ltd, VIQ Solutions Pty Ltd, VIQ Solutions Australia Pty Ltd, VIQ Pty Ltd and VIQ Australia Services Pty Ltd ("VIQ Australia") was placed into voluntary administration pursuant to Part 5.3A of the Corporations Act 2001 (Australia) (the "Administration") to allow VIQ to refocus its management and capital resources on the Company's existing operations in North America and the United Kingdom. The Administration is expected to have a material impact on revenue for the fiscal year ending December 31, 2026 since VIQ Australia represented approximately $54\%$ of VIQ's revenue for the year ended December 31, 2025.

VIQ Solutions Inc.
Notes to Consolidated Financial Statements
(Expressed in United States dollars)

The Administration constitutes an event of default under the terms of the Note Payable, and such event of default has not been waived as of the date thereof.

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VIQ Solutions Inc. — Audit Report / Information 2025

45551_rns_2026-03-31_36fc9221-1e77-481b-9c20-6d8993af75f6.pdf

Opinion

Basis for Opinion

Other Matter

Material uncertainty related to going concern

Key Audit Matters

Impairment Analysis of Goodwill and Long-Lived Assets

Key Audit Matter Description

Other Information

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

1. Nature of operations

2. Basis of preparation and going concern

(a) Statement of compliance

(b) Basis of measurement

Going concern uncertainty

Restricted cash

Property and equipment

Intangible assets

Business combinations

Capital stock

Financial instruments

Financial assets

Recognition and initial measurement

Classification and subsequent measurement

VIQ Solutions Inc.

Notes to Consolidated Financial Statements

Business model assessment

Contractual cash flow assessment

Impairment of financial assets

Financial liabilities

Recognition and initial measurement

Revenue recognition

Cost of sales

Income taxes

VIQ Solutions Inc.

Notes to Consolidated Financial Statements

Net loss per common share

Stock-based compensation

Comprehensive loss

Amendments to IFRS 16 - Lease Liability in a Sale and Leaseback

Amendments to IAS 1 - Classification of Liabilities as Current or Non-current

Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7

Impairment testing for cash-generating unit containing goodwill

7. Long-term debt

Amendments

9. Capital Stock

Omnibus Equity Incentive Plan

Common Shares

Warrants

Stock option plan

Performance share units plan

10. Stock-based compensation

14. Revenue

15. Expenses by nature

16. Employee and contractor expenses

18. Lease obligations

19. Income taxes

20. Risk management for financial instruments

Liquidity risk

Credit risk

Interest rate risk

Foreign currency risk

Capital management

21. Related party transactions

22. Onerous contract

23. Restructuring costs

24. Contingent liabilities

25. Subsequent event

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VIQ Solutions Inc. Audit Report / Information 2025