VIQ Solutions Inc. — Capital/Financing Update 2024

Mar 7, 2024

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

February 27, 2024.

3. News Release

A news release dated February 27, 2024 was disseminated through the facilities of Business Wire and subsequently filed on SEDAR+ at www.sedarplus.ca.

4. Summary of Material Change

On February 27, 2024, the Company announced the closing of a non-brokered private placement of 10,239,000 common shares in the capital of the Company (each a “ Common Share ” and collectively, the “ Common Shares ”) at a price per Common Share of C$0.158 for aggregate gross proceeds of C$1,617,762.00 (the “ Offering ”).

5. Full Description of Material Change

5.1 Full Description of Material Change

On February 27, 2024, the Company announced the closing of the Offering.

The issuance of 3,000,000 Common Shares under the Offering to Beedie Investments Ltd. (“ Beedie ”) constituted a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”). Prior to giving effect to the Offering, Beedie beneficially owned, or exercised control or direction over securities that are convertible into Common Shares, representing 17.3% of the Company’s outstanding voting securities (on a partially diluted basis). After giving effect to the Offering, Beedie beneficially owns or exercises control or direction over, Common Shares, and securities that are convertible into Common Shares, representing 19.4% 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 involved Beedie, 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 Common Shares, 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.

• 2 -

In connection with the Offering, Beedie entered into a subscription agreement with the Company containing customary provisions and on terms equivalent to all non-related party subscribers. Further, the board of directors of the Company approved 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

March 7, 2024.