VIQ Announces Warrant Amendments
10 September 2019 - 10:30PM
VIQ Solutions Inc. (“VIQ” or the “Company”) (TSX Venture
Exchange: VQS and OTC Markets: VQSLF) today announced that the
Company is proposing to amend the exercise price of (i) 28,482,490
warrants (the “December 2018 Warrants”) exercisable for common
shares of the Company (“Common Shares”) issued in conjunction with
a private placement of notes convertible into Common Shares that
was completed in two tranches on November 28, 2018 and December 20,
2018; and (ii) 21,123,567 warrants (the “May 2019 Warrants” and
together with the December 2018 Warrants, the “Warrants”)
exercisable for Common Shares issued in conjunction with a private
placement of notes convertible into Common Shares that was
completed on May 7, 2019.
17,567,416 of the December Warrants have an
exercise price of $0.162 and 10,915,074 of the December Warrants
have an exercise price of $0.156. 4,719,951 of the May 2019
Warrants have an exercise price of $0.162 and 16,403,616 of the May
2019 Warrants have an exercise price of $0.155. The exercise price
of the Warrants will be amended to $0.107 (the “New Exercise
Price”) and in accordance with the policies of the TSX Venture
Exchange (the “TSXV”). The terms of the Warrants will be further
amended to include an accelerated expiry clause such that the
exercise period of the Warrants will be reduced to 30 days if, for
any 10 consecutive trading days of the Common Shares, the closing
price of the Common Shares exceeds the New Exercise Price by 25% or
more (collectively, the “Amendments”). All other terms of the
Warrants remain the same.
Certain insiders of the Company are holders of
the December 2018 Warrants and pursuant to the policies of the
TSXV, no more than 10% of the aggregate number of December 2018
Warrants held by these insiders may be amended pursuant to the
Amendment. Since certain holders of December 2018 Warrants are
insiders of the Company, the Amendments may constitute a “related
party transaction” as defined under Multilateral Instrument 61-101
Protection of Minority Security Holders in Special Transactions
(“MI 61-101”) and TSXV Policy 5.9 Protection of
Minority Security Holders in Special Transactions. A material
change report will be filed with respect to the Amendments as they
pertain to insiders when the Amendments come into effect. The
Amendments are exempt from the formal valuation and minority
shareholder approval requirements under MI 61-101 as neither the
fair market value of the Warrants issued to insiders nor the cash
consideration paid for such Warrants exceeds 25% of the market
capitalization of the Company.
The Amendments are subject to the acceptance of
the TSXV and the consent of the holders of the Warrants.
For additional information: Please contact Laura
Haggard, Chief Marketing Officer, VIQ Solutions,
email: lserranohaggard@viqsolutions.com. For more
information about VIQ, please visit viqsolutions.com.
About VIQ Solutions Inc.
VIQ Solutions is a global expert in video
capture software and audio recording with voice-to-text
capabilities. VIQ provides a cyber-secure AI technology and service
platform to law enforcement, immigration, medical, legal,
insurance, courts, and transcription service providers, enabling
them to unlock the value of their enterprise digital media and
streamline their document-creation workflow, using artificial
intelligence tools for measurable business gains.
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 include, but are not limited to, management’s
targets for the Company’s growth in 2019, as well as the size,
scope, and timing of the implementation of projects currently in
the pilot phase.
Forward-looking statements or information is
based on several factors and assumptions which have been used to
develop such statements and information, but which may prove to be
incorrect. Although VIQ believes that the expectations reflected in
such forward-looking statements or information 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. In addition to other factors and assumptions which
may be identified in this news release, assumptions have been made
regarding, among other things, the Company’s recent initiatives,
and that sales and prospects may provide incremental value for
shareholders. Readers are cautioned that the foregoing list is not
exhaustive of all factors and assumptions that have been use
Forward-looking statements or information is
based on current expectations, estimates and projections that
involve several risks and uncertainties which could cause actual
results to differ materially from those anticipated by VIQ and
described in the forward-looking statements or information. These
risks and uncertainties may cause actual results to differ
materially from the forward-looking statements or information.
Readers are cautioned that the foregoing list is not exhaustive of
all possible risks and uncertainties.
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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