VIQ Solutions Inc. (“
VIQ”, or the
“
Company”) (TSX Venture:VQS), a global expert
providing a cybersecurity protected technology and service
platform, today announced it intends to complete a non-brokered
private placement (the ”
Non-Brokered Offering”) of
up to 8,333,333 units (“
Units”) of the Company at
a price of $0.30 per Unit for gross proceeds of up to CDN$2.5
million and concurrent a brokered best efforts private placement
(the “
Brokered Offering”) of up
to 10,000,000 units of the Company for gross proceeds of up to
CDN$3 million (collectively, the Non-Brokered Offering and the
Brokered Offering shall be referred to herein as the
“
Offerings”). The Brokered Offering is being led
by Echelon Wealth Partners Inc. (the
“Agent”).
Each Unit will consist of one common share in
the capital of the Company (“Common Share”) and
one half of one common share purchase warrant (each whole common
share purchase warrant being a “Warrant”). Each
Warrant will entitle the holder thereof to purchase one Common
Share at a price of $0.39 for a period of eighteen months (18) from
the closing date of the Brokered Offering.
Pursuant to the terms of the Brokered Offering,
the Agent will be paid a cash commission equal to 7% of the gross
proceeds of the Brokered Offering and receive warrants (the
“Broker Warrants”) to acquire up to 7% of the
number of Units sold under the Brokered Offering as compensation
for acting as the agent in connection with the Brokered Offering.
The Broker Warrants will be exercisable for a period of eighteen
months (18) from the closing date of the Brokered Offering.
VIQ intends to use the net proceeds of the
Offerings to accelerate market delivery of its artificial
intelligence platform, AI Assist. Government agencies
especially in the areas of public safety, intelligence, and medical
are expected to make significant investments in Analytics and
Artificial Intelligence (“AI”) technologies over
the next five years. AI is a game changer for VIQ clients
providing the ability for the first time to search, analyze, and
gain actionable insights from digital media data that will aid in
quality assurance, decision support, operational excellence, and
proactive prevention. VIQ’s end-to-end platform enables our clients
to marry the power of AI with full data capture and management in
an ultra-secure and collaborative environment. The next growth
in digital content and AI is the application of AI to real world
challenges via added value services. This is exactly what VIQ is
doing with its AI Assist strategic initiative starting with several
existing VIQ public safety, intelligence, medical and judicial
customers.
It is anticipated that certain insiders of the
Company and existing shareholders will subscribe for up to
5,666,667 Units or approximately up to CDN$1.7 million of the gross
proceeds of the Non-Brokered Offering.
The issuances of Units to certain insiders of
the Company pursuant to the Non-Brokered Offering will be
considered related party transactions within the meaning of TSX
Venture Exchange Policy 5.9 and Multilateral Instrument 61-101
Protection of Minority Security Holders in Special Transactions
(“MI 61-101”). VIQ intends to rely on exemptions
from the formal valuation and minority approval requirements in
sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such
insider participation, based on a determination that the fair
market value of the participation in the Non-Brokered Offering by
insiders will not exceed 25% of the market capitalization of the
Company, as determined in accordance with MI 61-101. The Company
expects to file a material change report in respect of the related
party transaction less than 21 days prior to the closing of the
Offerings, which the Company deems reasonable in the circumstances
so as to be able to avail itself of the proceeds of the Offerings
in an expeditious manner.
The Company expects to close the Offerings on or
about November 22, 2017. The Offerings are subject to all necessary
regulatory and stock exchange approvals. The securities being
issued pursuant to the Offerings will be subject to a hold period
expiring four months and one day from the date of issuance in
accordance with applicable Canadian securities law.
For further information: Peter Kostendenou, VIQ
Solutions, (905) 948-8266 ext. 225, email:
pkostendenou@viqsolutions.com
About VIQ Solutions Inc.
VIQ Solutions is the leading technology and
service platform provider for digital evidence capture and content
management. Our secure modular software allows customers to onboard
the VIQ 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's technology
leads the industry in security, meeting the highest international
standards for digital/cyber security and privacy, including
military and medical regulations.
Our solutions are in use in over 20 countries
with tens of thousands of users in over 200 government and private
agencies including law enforcement, immigration, medical, legal,
insurance, courts, transportation and transcription service
providers. VIQ also provides end to end transcription services to
several large government agencies through our Australia-based
reporting and transcription partners. VIQ operates worldwide with
partners like security integrators, audio-video specialists, and
hardware and data storage suppliers. Managing digital media
evidence is what we do, and we do it better than anyone else. For
more information about VIQ Solutions, please visit
www.viqsolutions.com.
Forward-looking Statements
Certain statements included in this news release
constitute forward looking statements or forward looking
information 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 or information typically contain
statements with words such as "anticipate", "believe", "expect",
"plan", "intend", "estimate", "propose", "project" or similar words
suggesting future outcomes or statements regarding an outlook.
Forward looking statements or information in
this news release for the purposes of applicable securities laws
include, among others, statements regarding the Offerings, the use
of proceeds of the Offerings and the operation and future
performance of the Company. These forward-looking statements in
this release are subject to numerous risks, uncertainties and other
factors that may cause future results, performance or achievements
to differ materially from those expressed or implied in such
forward-looking statements.
The Company expressly disclaims any intention or
obligation to update or revise any forward looking statements
whether as a result of new information, future events or otherwise
except as required by applicable securities legislation. The
forward-looking statements or information contained in this news
release are expressly qualified by this cautionary statement.
For more information on what is making the news
at VIQ Solutions, please visit our website at
www.viqsolutions.com/news.html.
Neither the TSX Venture Exchange nor its
Regulation Service Provider (as that term is defined in the
policies of the Exchange) accepts responsibility for the adequacy
or accuracy of this release.
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