VIQ Solutions Inc. (“VIQ”, “VIQ Solutions” or the “Company”) (TSX: VQS), a global provider of secure, AI-driven, digital voice and video capture technology and transcription services, today announces that it is conducting a review of strategic alternatives to unlock stakeholder value.

VIQ Solutions’ business strategy centers on the digital transformation of transcription services for key sectors, including Courts, Insurance, Legal, Law Enforcement, Government, and Media. By integrating proprietary technology, vertical-specific AI, and “human-in-the-loop” expertise, VIQ has enhanced operational efficiency, improved gross margins, and leveraged the scalability of its global technology platform. These strategic initiatives have strengthened the Company’s financial performance, as demonstrated by improved results in 2024.

VIQ is a leader in digital voice and video capture technology and transcription services. The Board and management team remain committed to ongoing improvements through competitive enhancements programs.

This review process may not result in any significant strategic change. VIQ does not plan to provide updates on the status of the review until material developments emerge.

Credit Agreement Amendments

In connection with the strategic review, VIQ Solutions has entered into a fifth amendment agreement (the “Fifth Amendment Agreement”) with Beedie Investments Ltd. (the “Lender”) in order to amend certain terms of the credit agreement dated January 13, 2023 between the Company and the Lender, as amended, (the “Credit Agreement”) governing the Company’s US$15,000,000 senior secured loan with the Lender (the “Original Loan”) as well as a US$1,500,000 term loan with the Lender, of which US$1,000,000 has been drawn. Pursuant to the terms of the Fifth Amendment Agreement, the parties have agreed to amend certain financial covenants under the Credit Agreement until February 28, 2025 in exchange for an amendment fee equal to US$250,000 payable at the maturity, acceleration of the Original Loan or a refinancing of the Original Loan, as well as an expense reimbursement of up to a maximum of US$900,000 in connection with the Lender’s prior participation in a strategic review, payable only on the refinancing of the Original Loan, the acceleration of the Original Loan or a change of control of the Company.

The Lender is a “related party” of the Company as such term is defined under applicable securities laws and, as a result, the entering into the Fifth Amendment Agreement is considered a related party transaction (as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”)). The Company has relied on certain exemptions from the requirement to obtain a formal valuation and minority shareholder approval, namely sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for the Fifth Amendment Agreement exceeds 25% of the Company’s market capitalization.

A copy of the Credit Agreement is available, and a copy of the Fifth Amendment Agreement will be available, under the Company’s profile on SEDAR+ at www.sedarplus.ca.

For more information about VIQ, please visit viqsolutions.com.

About VIQ Solutions

VIQ Solutions is a global provider of secure, AI-driven, digital voice and video capture technology and transcription services. VIQ offers a seamless, comprehensive solution suite that delivers intelligent automation, enhanced with human review, to drive transformation in the way content is captured, secured, and repurposed into actionable information. The cyber-secure, AI technology and services platform are implemented in the most rigid security environments including criminal justice, legal, insurance, government, corporate finance, media, and transcription service provider markets, enabling them to improve the quality and accessibility of evidence, to easily identify predictive insights and to achieve digital transformation faster and at a lower cost.

Forward-looking Statements

Certain statements included in this press release constitute forward-looking statements or forward-looking information (collectively, “forward-looking statements”) under applicable securities legislation. Such forward- looking statements or information are provided for the purpose of providing information about management’s current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes.

Forward-looking statements (typically contain statements with words such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “estimate”, “propose”, “project” or similar words, including negatives thereof, suggesting future outcomes or that certain events or conditions “may” or “will” occur). These statements are only predictions. Forward-looking statements in this press release include but are not limited to statements with respect to the Company’s strategic review process and the potential outcome thereof; and the Company’s current and future growth prospects.

Forward-looking statements are based on several factors and assumptions which have been used to develop such statements, but which may prove to be incorrect. Although VIQ believes that the expectations reflected in such forward-looking statements are reasonable, undue reliance should not be placed on forward-looking statements because VIQ can give no assurance that such expectations will prove to be correct.

Forward-looking statements are necessarily based on a number of opinions, assumptions and estimates that while considered reasonable by the Company as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions, and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements, including but not limited to the factors described in greater detail in the “Risk Factors” section of the Company’s annual information form and in the Company’s other materials filed on SEDAR+ at www.sedarplus.ca.

These factors are not intended to represent a complete list of the factors that could affect the Company; however, these factors should be considered carefully. Such estimates and assumptions may prove to be incorrect or overstated. The forward-looking statements contained in this press release are made as of the date of this press release and the Company expressly disclaims any obligations to update or alter such statements, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

Jacob Manning VIQ Solutions Email: marketing@viqsolutions.com

VIQ Solutions (TSX:VQS)
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