MARKHAM, ONTARIO–(Marketwired – Dec. 5, 2016) – 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 “Private Placement”) of up to 9,523,810 units (“Units”) of the Company at a price of $0.21 per Unit for gross proceeds of up to CDN$2 million.
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 warrant being a “Warrant”). Each Warrant will entitle the holder to purchase one Common Share at a price of $0.26 for a period of eighteen months (18) from the date of issuance.
VIQ intends to use the net proceeds of the Private Placement to drive its transition into a leading edge subscription and cloud based solution provider. Funds will be used to complete global secured cloud infrastructure investments, enhance existing subscription options and extend the Company’s technological lead in cyber secure content capture, mobility and advanced cloud based offerings.
“The growth path for VIQ lies in recurring subscription revenue. We have reached a new inflection point as our established cybersecurity and technological leadership has presented new high growth opportunities in the rapidly expanding SaaS and cloud markets,” said Sebastien Paré, President and CEO of VIQ Solutions Inc. “To capitalize on these opportunities, and accelerate VIQ to the next level of revenue growth and profitability, investments must be made on certain technological innovations and secured cloud global infrastructure.
“Recent unannounced wins for VIQ’s secured cloud subscription platform as well as the size, nature and visibility of our sales pipeline for 2017-2018 demonstrate our need to quickly implement these innovations to meet customer demand,” continued Mr. Paré. “The Private Placement will mitigate the normal short term trailing revenue impacts while we accelerate the transition in our revenue model, and enable us to complete these critical SaaS infrastructure changes.”
It is anticipated that certain insiders of the Company, inclusive of certain officers, directors and existing shareholders, will subscribe for up to 4.0 million Units or approximately up to 42% of the gross proceeds of the Private Placement.
“I am pleased with the continued support from our Board of Directors and senior management team, as well as from several new and existing investors,” said Mr. Paré. “The level of support for the Private Placement demonstrates the market’s confidence in VIQ’s vision and our ability to deliver on our growth plan.”
The issuances of Units to insiders pursuant to the Private Placement 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 Private Placement 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 Private Placement, which the Company deems reasonable in the circumstances so as to be able to avail itself of the proceeds of the Private Placement in an expeditious manner.
The Company expects to close the Private Placement on or about December 16, 2016.
The Private Placement is subject to all necessary regulatory and stock exchange approvals. The securities being issued pursuant to the Private Placement 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 more information on what is making the news at VIQ Solutions, please visit our website at www.viqsolutions.com/news.html.
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 Private Placement, the use of proceeds of the Private Placement 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.
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.
