VIQ Solutions Inc. — Capital/Financing Update 2023

Aug 8, 2023

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

August 1, 2023.

3. News Release

A news release dated August 2, 2023 was disseminated through the facilities of Business Wire and subsequently filed on SEDAR+ at www.sedarplus.ca.

4. Summary of Material Change

On August 2, 2023, the Company announced the closing of a non-brokered, oversubscribed, private placement of 5,800,000 units of the Company (“ Units ”) at a price per Unit of US$0.31 for aggregate gross proceeds of US$1,798,000 (the “ Offering ”).

5. Full Description of Material Change

5.1 Full Description of Material Change

On August 2, 2023, the Company announced the closing of the Offering. Each Unit consisted of one common share of the Company (each, a “ Common Share ”) and one-half of one Common Share purchase warrant (each whole warrant, a “ Warrant ”). Each Warrant entitles the holder thereof to acquire one Common Share at an exercise price of US$0.31 per Common Share until June 30, 2024.

VIQ intends to use the net proceeds from the Offering to fund additional proprietary domain specific AI models, as well as for working capital and general corporate purposes.

The issuance of 1,583,333 Units under the Offering to Bradley Wells (“ Wells ”) constituted a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”) as Wells is a director and 10%+ shareholder of VIQ.

Prior to giving effect to the Offering, Wells beneficially owned, or exercised control or direction over, Common Shares, and securities that are convertible into Common Shares, representing 13.39% of the Company’s outstanding voting securities (on a partially diluted basis). After giving effect to the Offering, Wells beneficially owns or exercises control or direction over, Common Shares, and securities that are convertible into Common Shares, representing 16.97% of the voting securities of the Company (on a partially diluted basis).

The Company is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in connection with the insider participation in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101, since, at the time the Offering was agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Offering, insofar as it

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involved Wells, exceeded 25% of the market capitalization of the Company. The Company did not file a material change report in respect of the Offering at least 21 days before the closing of the Offering as the purchasers of Units, and the extent of their participation, was not finalized until shortly prior to the completion of the Offering, and the Company wished to close the Offering on an expedited basis for sound business reasons. Accordingly, it was not possible to publicly disclose details of the nature and extent of related party participation in the Offering pursuant to a material change report filed at least 21 days prior to the completion of the Offering.

In connection with the Offering, Wells entered into a subscription agreement with the Company containing customary provisions and on terms equivalent to all non-related party subscribers.

The Offering was unanimously approved by the directors of the Company that did not participate in the Offering.

5.2 Disclosure for Restructuring Transactions

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 ext. 221 or spare@viqsolutions.com.

9. Date of Report

August 8, 2023.