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VIQ Solutions Inc. — Capital/Financing Update 2022
Jul 28, 2022
45551_rns_2022-07-28_5eede9b5-56da-4071-b8b8-5eb1e318be34.pdf
Capital/Financing Update
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FORM 51-102F3 MATERIAL CHANGE REPORT
1. Name and Address of Company
VIQ Solutions Inc. (the " Company " or " VIQ ") 5915 Airport Road, Suite 700 Mississauga, Ontario L4V 1T1
2. Date of Material Change
July 21, 2022.
3. News Release
A news release dated July 21, 2022, was disseminated through the facilities of Business Wire and subsequently filed on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.
4. Summary of Material Change
On July 21, 2022, the Company announced the closing of its previously announced private placement with a current U.S. institutional shareholder and a new U.S. institutional investor (collectively, the " Investors ") who purchased, in the aggregate, 3,551,852 common shares of VIQ and warrants to purchase up to 3,551,852 common shares of VIQ (the common shares and warrants, together the " Securities "), at a combined purchase price of US$1.35, resulting in total gross proceeds of approximately US$4.8 million before deducting placement agent commissions and other offering expenses (the " Offering ").
5. Full Description of Material Change
5.1 Full Description of Material Change
On July 21, 2022, the Company announced the closing of the Offering. Pursuant to the Offering, the Company issued an aggregate of 3,551,852 common shares of VIQ and warrants to purchase up to 3,551,852 common shares of VIQ, for total gross proceeds of approximately US$4.8 million.
The warrants have an exercise price of US$1.39, are exercisable any time after January 21, 2023 and will expire on July 21, 2027.
A.G.P./Alliance Global Partners acted as the sole placement agent for the Offering.
The Company intends to use the net proceeds from the Offering for continuing development of product and service offerings, potential future acquisitions as well as for working capital and general corporate purposes.
The offer and sale of the Securities was made in Canada on a prospectus exempt basis and in the United States in a transaction not involving a public offering. Under an agreement with the Investors, the Company agreed to file a registration statement with the U.S. Securities and Exchange Commission (the " SEC ") covering the resale of the common shares issued to the Investors (including the common shares issuable upon the exercise of the warrants) and to use commercially reasonable efforts to have the registration statement declared effective as promptly
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as practical thereafter, and in any event no later than 75 days following the closing date of the Offering in the event of a "full review" by the SEC.
5.2 Disclosure for Restructuring Transaction
Not applicable.
6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable.
7. Omitted Information
Not applicable.
8. Executive Officer
For additional information please contact Sebastien Paré, Chief Executive Officer of the Company, at (905) 948-8266 or [email protected].
9. Date of Report
July 28, 2022.