Equibles

6-K

VIQ Solutions Inc. (VQSSF)

6-K 2021-11-10 For: 2021-11-09
View Original
Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2021

Commission File Number: 001-40717

VIQ SOLUTIONS INC.

(Name of registrant)

5915 Airport Road

Suite 700

Mississauga, Ontario L4V 1T1

Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

¨ Form 20-F x Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

VIQ SOLUTIONS INC.
(Registrant)
Date: November 9, 2021 By: /s/ Alexie Edwards
Name: Alexie Edwards
Title: Chief Financial Officer

Form 6-K Exhibit Index

Exhibit Number Document Description
99.1 Press Release of the Registrant dated November 9, 2021.
99.2 Q3 2021 Interim Condensed Consolidated Financial Statements
99.3 Q3 2021 Management Discussion and Analysis
99.4 Form 52-109F2 Certification of Interim Filing CEO
99.5 Form 52-109F2 Certification of Interim Filing CFO

Exhibit 99.1

VIQ Solutions Reports Third Quarter 2021 Financial Results

Reconfirms Goals Dependent Upon Timing of Close of Auscript Acquisition

PHOENIX, AZ, November 9, 2021 - VIQ Solutions Inc. (“VIQ” or the “Company”) (TSX and Nasdaq: VQS), a global provider of secure, AI-driven, digital voice and video capture technology and transcription services, today reported its unaudited financial results for the three and nine month periods ended September 30, 2021. Results are reported in US dollars and prepared in accordance with International Financial Reporting Standards ("IFRS").

“Now that we have executed the majority of our major corporate initiatives this year to fortify our strong foundation, we are firmly positioned to accelerate disruption. Our focus is on executing our growth plan by investing in and enabling organic growth and accelerating the M&A transactions in the pipeline. This includes closing the Auscript acquisition in the fourth quarter, integrating our recent acquisitions and the continued improvement of our technology enabled productivity gains and expansion of our geographic footprint.” said Sebastien Paré, VIQ’s Chief Executive Officer.

“We made meaningful progress this year in refining operations, driving significant improvements in services gross margin through the migration and deployment of NetScribe™ technology, and we continue to execute new and renewed contracts to drive organic growth and upsell opportunities as we add our new products to renewal contracts. We will begin to see the impact of FirstDraft in the overall competitive landscape and in margin attainment. As we track and report KPI’s next year and following the integration of the Auscript and TTA acquisitions, the positive impact on operations will become evident in our results,” said Susan Sumner, VIQ’s President and Chief Operating Officer.

Third Quarter 2021Financial Highlights:

· Revenue of $7.1 million compares to $8.2 million<br>in the same quarter of 2020. Approximately, $0.6 million of the decrease in revenue was due to slower recovery in the United States from<br>COVID-19 resulting in lower transcription revenue mostly from media and criminal justice verticals and the extended Australia shutdown.<br>The remaining decrease of $0.5 million of revenue is related to a one-time transcription project revenue recorded in 2020;
· Gross profit of $3.6 million represented 51%<br>of revenue compared to $4.9 million, or 60% of revenue, in the same quarter of 2020. In addition to revenue decline, the decrease in gross<br>margin for the three months ended September 30, 2021, versus the same period of the prior year was primarily due a $1.1 million reduction<br>in COVID-19 wage subsidies received and higher operating costs due to labor shortages in the United States. This was partially offset<br>by improved efficiency gains following the transition to machine versus human first drafts through the use of NetScribe, powered by aiAssist™;
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· Adjusted EBITDA was negative $3.1 million versus<br>the same quarter in the prior year Adjusted EBITDA of positive $2.0 million. In addition to the reduction in gross profit previously mentioned,<br>the decrease in Adjusted EBITDA was driven by higher Selling and Administrative expenses in the quarter, which increased by $2.6 million<br>primarily driven by higher merger and acquisition costs and fees relating to the Company’s TSX and Nasdaq listings. In addition,<br>COVID-19 wage subsidies in the current year quarter were $1.2 million lower versus the comparative period in 2020. For a reconciliation<br>of net loss to Adjusted EBITDA, refer to the table at the end of this press release; and
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· Net loss was $3.9 million versus net loss of<br>$0.3 million in the same quarter in 2020. Net loss for the current period was offset by a $0.8 million gain on revaluation of derivative<br>warrant liability that is remeasured at the end of each reporting period, $0.5 million foreign exchange gain and $0.2 million less in<br>amortization recorded on intangible assets.

Nine Month 2021 Financial Highlights:

· Revenue of $23.5 million decreased 2% compared<br>to $24.0 million in the comparable period of the prior year. A decrease of $0.9 million of revenue related to a one time transcription<br>project revenue in 2020;
· Gross profit of $11.6 million represented 49%<br>of revenue versus $13.2 million or 55% for the same period in 2020. Gross profit for the first nine months of 2021 was negatively impacted<br>by the effects of COVID-19 shutdowns including delayed revenue, and reduced COVID-19 subsidies of approximately $2.1 million;
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· Adjusted EBITDA was negative $3.1 million compared<br>to a positive $4.3 million for the same period in 2020. Adjusted EBITDA was negatively impacted by lower gross margins and $3.5 million<br>in higher SG&A expenses primarily driven by higher merger and acquisition costs and fees relating to the TSX and Nasdaq listing. In<br>addition, COVID-19 subsidies were $2.3 million lower versus the comparable prior year period. For a reconciliation of net loss to Adjusted<br>EBITDA, please see the table at the end of this press release; and
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· Net loss was $16.0 million versus a net loss<br>of $8.0 million for the same period in 2020. Approximately $6.4 million of the current period’s loss relates to non-cash stock-based<br>compensation following shareholder approval of a new omnibus plan offset by $6 million in lower interest expenses and related costs due<br>to conversion of the Company’s convertible note in 2020.
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“Volumes, gross margins, and contract renewals are trending upward, and new contracts delayed due to COVID-19 are resuming. More than ever, customers are looking to accelerate their digital transformation in a post pandemic hybrid environment,” said Alexie Edwards, VIQ’s Chief Financial Officer.

“Achieving our revenue goal in 2021 of at least $34 million is dependent upon the closing date of the Auscript acquisition. If the closing of this acquisition is delayed beyond mid-November, revenues for this year will be impacted. We are as eager as all of our investors in closing the acquisition as quickly as possible,” continued Mr. Edwards.

Reiterating Goals for Full Year 2021 and 2022:

VIQ reiterates from its October 15, 2021, press release that it anticipates revenue to be in the range of $34 to $35 million with gross margin in the 48%-50% range for fiscal year 2021.

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The Company’s goals for 2022 include a full year of normalized revenue for The Transcription Agency (“TTA”) and Auscript Australasia Pty Ltd (“Auscript”), the new organic growth contracts delayed in 2021, and processing the backlog related to COVID-19 shutdowns. Financial expectations include generating at least $50 million in revenue with 47%-55% gross margin.

Subsequent Events:

On October 1, 2021, the Company acquired 100% of the issued and outstanding shares of TTA. The purchase price paid for the TTA acquisition was approximately $1.7 million, with approximately $0.85 million paid in cash on closing and approximately $0.85 million to be paid through a deferred payment structure over the six-month period following closing. TTA is a leading supplier of secure outsourced transcription services to clients in private and public sectors throughout the United Kingdom. The acquisition positions VIQ to provide localized services to government agencies and will provide synergies with VIQ’s existing business. VIQ funded the acquisition by utilizing cash on hand.

On October 12, 2021, the Company entered into a definitive purchase agreement to acquire the assets of Auscript, the leading supplier of secure recording and transcription services for courts and law firms throughout Australia. The Company will acquire Auscript for a total purchase price of approximately $7.65 million. The proposed acquisition is expected to close in the fourth quarter of 2021, subject to the regulatory approvals and other customary closing conditions.

Conference Call Details

VIQ will host a conference call and webcast to discuss its second quarter 2021 results on Wednesday, November 10 at 11:00 AM Eastern Time. The call will consist of updates by Sebastien Paré, VIQ CEO, Alexie Edwards, VIQ CFO, and Susan Sumner, VIQ President and COO, followed by a question-and-answer period.

Investors may access a live webcast of the call on the Company’s website at www.viqsolutions.com/investors or by dialing 1-833-378-1030 (North America toll-free) or +1-236-712-2544 (international) to be connected to the call by an operator using conference ID number 7969525. Participants should dial in at least 10 minutes prior to the start of the call.  A replay of the webcast will be available on the Company’s website through the same link approximately one hour after the conference call concludes.

For additional information:

Media Contact: Investor Relations Contact:
Laura Haggard Laura Kiernan
Chief Marketing Officer High Touch Investor Relations
VIQ Solutions Phone: 1-914-598-7733
Phone: (800) 263-9947 Email: viq@htir.net

Email: marketing@viqsolutions.com

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

AboutVIQ 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-lookingStatements

Certain statements included in this press 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 press release include, but are not limited to Company’s current focus, the contemplated impact of significant new and renewed contracts on the Company, the impact of tracking and reporting KPIs and the Auscript and TTA acquisitions on the Company, the full year 2021 outlook, revenue goals for 2021 and 2022 and the benefits of the TTA acquisition on the Company.

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 press release, assumptions have been made regarding, among other things, 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 used.

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Forward-looking information is 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 express or implied by such forward-looking information, included but not limited to the factors described in greater detail in the “Risk Factors” section of the Company’s base shelf prospectus dated June 10, 2021 and in the Company’s other materials filed with the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission from time to time, available at www.sedar.com and www.sec.gov, respectively.

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. There can be no assurance that such estimates and assumptions will prove to be correct. 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 statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

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VIQ Solutions Inc.

Interim Condensed Consolidated Statements of Financial Position

(Expressed in United States dollars, unaudited)

September 30, 2021 December 31, 2020
Assets
Current assets
Cash $ 26,024,604 $ 16,835,671
Trade and other receivables, net of allowance for doubtful accounts 4,991,503 4,475,751
Inventories 60,565 49,381
Prepaid expenses and deposits 1,889,614 254,230
32,966,286 21,615,033
Non-current assets
Restricted cash 88,796 42,835
Property and equipment 181,508 215,835
Right of use assets 207,839 309,566
Intangible assets 10,496,970 12,118,352
Goodwill 6,934,842 6,976,096
Deferred tax assets 415,539 1,441,942
Total assets $ 51,291,780 $ 42,719,659
Liabilities
Current liabilities
Trade and other payables and accrued liabilities $ 7,171,204 $ 5,305,600
Income tax payable 35,737 201,592
Share appreciation rights plan obligations – 126,503
Share based payment liability 376,340 –
Derivative warrant liability 2,452,332 –
Current portion of long-term debt 1,195,476 1,486,136
Current portion of lease obligations 48,403 113,218
Current portion of contract liabilities 991,448 1,252,957
12,270,940 8,486,006
Non-current liabilities
Deferred tax liability 60,301 60,587
Long-term debt 12,026,552 12,138,799
Long-term contingent consideration 842,392 1,575,528
Long-term lease obligations 197,674 240,981
Long-term contract liabilities 3,139 70,834
Other long-term liabilities 421,710 360,525
Total liabilities 25,822,708 22,933,260
Shareholders' Equity
Capital stock 72,273,856 50,234,551
Contributed surplus 4,805,768 4,970,945
Accumulated other comprehensive loss (245,405 ) (78,906 )
Deficit (51,365,147 ) (35,340,191 )
Total liabilities and shareholders' equity $ 51,291,780 $ 42,719,659 
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VIQ Solutions Inc.

Interim Condensed Consolidated Statements of Loss and Comprehensive Loss

(Expressed in United States dollars, unaudited)

Three months ended September 30 Nine Months ended September 30,
2021 2020 2021 2020
Revenue $ 7,086,357 $ 8,172,800 $ 23,532,391 $ 23,974,019
Cost of Sales 3,444,259 3,268,679 11,891,379 10,789,728
Gross Profit 3,642,098 4,904,121 11,641,012 13,184,291
Expenses
Selling and administrative expenses 6,516,449 2,693,818 14,008,605 8,161,584
Research and development expenses 317,546 324,174 817,219 786,032
Stock based compensation 859,119 106,536 7,632,906 637,514
Foreign exchange (gain) loss (445,978 ) 21,709 (77,252 ) (285,191 )
Depreciation 45,736 144,290 189,392 347,363
Amortization 989,215 1,216,245 3,282,037 3,290,852
8,282,087 4,506,772 25,852,907 12,938,154
Income (loss) before undernoted items (4,639,989 ) 397,349 (14,211,895 ) 246,137
Operating income (loss)
Interest expense (329,598 ) (371,699 ) (996,611 ) (4,442,669 )
Accretion and other financing costs (236,309 ) (317,192 ) (755,970 ) (881,752 )
Gain (loss) on revaluation of conversion feature liability – 16,407 – (1,175,145 )
Loss on repayment of long-term debt – – – (1,290,147 )
Gain on contingent consideration 80,252 87,071 66,977 87,071
Gain on revaluation of options 501,974 – 501,974 –
Gain on revaluation of RSUs 119,012 – 119,012 –
Gain on revaluation of the derivative warrant liability 763,499 – 763,499 –
Restructuring costs (35,072 ) – (395,324 ) –
Business acquisition costs (183,324 ) – (183,324 ) –
Other income 2,226 583 10,520 688
(3,957,329 ) (187,481 ) (15,081,142 ) (7,455,817 )
Current income tax recovery (expense) 42,562 (228,418 ) 41,204 (672,693 )
Deferred income tax recovery (expense) 55,262 82,892 (985,018 ) 82,892
Income tax recovery (expense) 97,824 (145,526 ) (943,814 ) (589,801 )
Net loss for the period $ (3,859,505 ) $ (333,007 ) $ (16,024,956 ) $ (8,045,618 )
Net loss per share
Basic (0.15 ) (0.02 ) (0.63 ) (0.46 )
Diluted (0.15 ) (0.02 ) (0.63 ) (0.46 )
Weighted average number of common shares outstanding - basic 26,359,517 18,494,247 25,292,160 17,321,476
Weighted average number of common shares outstanding - diluted 26,359,517 18,494,247 25,292,160 17,321,476 
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VIQ Solutions Inc.

Consolidated Statements of Loss and Comprehensive Loss

(Expressed in United States dollars) (Unaudited)

Reconciliation of Non-IFRS Measures

The following is a reconciliation of Net Loss to Adjusted EBITDA, the most directly comparable IFRS measure for the periods ended September 30, 2021 and 2020:

Three months ended September 30 Nine months ended September 30
2021 2020 2021 2020
Net Loss (3,859,505 ) (333,007 ) (16,024,956 ) (8,045,618 )
Add:
Depreciation 45,736 144,290 189,392 347,363
Amortization 989,215 1,216,245 3,282,037 3,290,852
Interest expense 329,598 371,699 996,611 4,442,669
Current income tax recovery (expense) (42,562 ) 228,418 (41,204 ) 672,693
Deferred income tax recovery (expense) (55,262 ) (82,892 ) 985,018 (82,892 )
EBITDA (2,592,780 ) 1,544,753 (10,613,102 ) 625,067
Accretion and other financing expense 236,309 317,192 755,970 881,752
(Gain) Loss on revaluation of conversion feature liability - (16,407 ) - 1,175,145
Loss on repayment of long-term debt - - - 1,290,147
Gain on revaluation of options (501,974 ) - (501,974 ) -
Gain on revaluation of RSUs (119,012 ) - (119,012 ) -
Gain on revaluation of the derivative warrant liability (763,499 ) - (763,499 ) -
Restructuring Costs 35,072 - 395,324 -
Business acquisition costs 183,324 - 183,324 -
Other (2,226 ) (583 ) (10,520 ) (688 )
Stock-based compensation 859,119 106,536 7,632,906 637,514
Foreign exchange (gain) loss (445,978 ) 21,709 (77,252 ) (285,191 )
Adjusted EBITDA (3,111,645 ) 1,973,200 (3,117,835 ) 4,323,746

Non-IFRS Measures

Adjusted EBITDA is not a measure recognized by IFRS and does not have standardized meanings prescribed by IFRS. Therefore, Adjusted EBITDA may not be comparable to similar measures presented by other issuers. Investors are cautioned that Adjusted EBITDA should not be construed as an alternative to net income (loss) as determined in accordance with IFRS.

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The Company prepares its financial statements in accordance with IFRS. Non-IFRS measures are used by management to provide additional insight into our performance and financial condition. We believe non-IFRS measures are an important part of the financial reporting process and are useful in communicating information that complements and supplements the consolidated financial statements. This MD&A also includes certain measures which have not been prepared in accordance with IFRS such as Adjusted EBITDA. To evaluate the Company’s operating performance as a complement to results provided in accordance with IFRS, the term “Adjusted EBITDA” refers to net income (loss) before adjusting earnings for stock-based compensation, depreciation, amortization, interest expense, accretion and other financing expense, (gain) loss on revaluation of options, (gain) loss on revaluation of restricted share units, gain (loss) on revaluation of derivative warrant liability, restructuring costs, (gain) loss on revaluation of conversion feature liability, loss on repayment of long-term debt, business acquisition costs, impairment of goodwill and intangibles, other expense (income), foreign exchange (gain) loss, current and deferred income tax expense. We believe that the items excluded from Adjusted EBITDA are not connected to and do not represent the operating performance of the Company.

We believe that Adjusted EBITDA is useful supplemental information as it provides an indication of the results generated by the Company’s main business activities prior to taking into consideration how those activities are financed and taxed as well as expenses related to stock-based compensation, depreciation, amortization, impairment of goodwill and intangibles, other expense (income), and foreign exchange (gain) loss. Accordingly, we believe that this measure may also be useful to investors in enhancing their understanding of the Company’s operating performance.

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Exhibit 99.2

VIQ Solutions Inc.

Interim Condensed Consolidated Financial Statements

Three and nine months ended September 30, 2021 and 2020

(Unaudited)

(Expressed in United States dollars)

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VIQ Solutions Inc.

Interim Condensed Consolidated Statements of Financial Position

(Expressed in United States dollars, unaudited)

September 30, 2021 December 31, 2020
Assets
Current assets
Cash $ 26,024,604 $ 16,835,671
Trade and other receivables, net of allowance for doubtful accounts (note 5, 6) 4,991,503 4,475,751
Inventories 60,565 49,381
Prepaid expenses and deposits 1,889,614 254,230
32,966,286 21,615,033
Non-current assets
Restricted cash 88,796 42,835
Property and equipment 181,508 215,835
Right of use assets 207,839 309,566
Intangible assets (note 7) 10,496,970 12,118,352
Goodwill (note 7) 6,934,842 6,976,096
Deferred tax assets 415,539 1,441,942
Total assets $ 51,291,780 $ 42,719,659
Liabilities
Current liabilities
Trade and other payables and accrued liabilities $ 7,171,204 $ 5,305,600
Income tax payable 35,737 201,592
Share appreciation rights plan obligations (note 10) – 126,503
Share based payment liability (note 10) 376,340 –
Derivative warrant liability (note 9) 2,452,332 –
Current portion of long-term debt (note 8) 1,195,476 1,486,136
Current portion of lease obligations (note 18) 48,403 113,218
Current portion of contract liabilities 991,448 1,252,957
12,270,940 8,486,006
Non-current liabilities
Deferred tax liability 60,301 60,587
Long-term debt (note 8) 12,026,552 12,138,799
Long-term contingent consideration (note 4) 842,392 1,575,528
Long-term lease obligations (note 18) 197,674 240,981
Long-term contract liabilities 3,139 70,834
Other long-term liabilities 421,710 360,525
Total liabilities 25,822,708 22,933,260
Shareholders' Equity
Capital stock (note 10) 72,273,856 50,234,551
Contributed surplus 4,805,768 4,970,945
Accumulated other comprehensive loss (245,405 ) (78,906 )
Deficit (51,365,147 ) (35,340,191 )
Total liabilities and shareholders' equity $ 51,291,780 $ 42,719,659

Subsequent events (Note 20)

See accompanying notes to interim condensed consolidated financial statements.

Approved by the Board Signed “Larry Taylor” Signed “Sebastien Paré”
Larry Taylor, Director Sebastien Paré, CEO and Director 
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VIQ Solutions Inc.

Interim Condensed Consolidated Statements of Loss and Comprehensive Loss

(Expressed in United States dollars, unaudited)

Three months ended September 30 Nine Months ended September 30,
2021 2020<br> (note 2(b)) 2021 2020<br> (note 2(b))
Revenue (note 15) $ 7,086,357 $ 8,172,800 $ 23,532,391 $ 23,974,019
Cost of Sales 3,444,259 3,268,679 11,891,379 10,789,728
Gross Profit 3,642,098 4,904,121 11,641,012 13,184,291
Expenses (note 16)
Selling and administrative expenses 6,516,449 2,693,818 14,008,605 8,161,584
Research and development expenses 317,546 324,174 817,219 786,032
Stock based compensation (note 11) 859,119 106,536 7,632,906 637,514
Foreign exchange (gain) loss (note 19) (445,978 ) 21,709 (77,252 ) (285,191 )
Depreciation 45,736 144,290 189,392 347,363
Amortization 989,215 1,216,245 3,282,037 3,290,852
8,282,087 4,506,772 25,852,907 12,938,154
Income (loss) before undernoted items (4,639,989 ) 397,349 (14,211,895 ) 246,137
Interest expense (329,598 ) (371,699 ) (996,611 ) (4,442,669 )
Accretion and other financing costs (note 8) (236,309 ) (317,192 ) (755,970 ) (881,752 )
Gain (loss) on revaluation of conversion feature liability (note 8) – 16,407 – (1,175,145 )
Loss on repayment of long-term debt (note 8) – – – (1,290,147 )
Gain on contingent consideration (note 4) 80,252 87,071 66,977 87,071
Gain on revaluation of options (note 10) 501,974 – 501,974 –
Gain on revaluation of RSUs (note 10) 119,012 – 119,012 –
Gain on revaluation of the derivative warrant liability (note 9) 763,499 – 763,499 –
Restructuring costs (35,072 ) – (395,324 ) –
Business acquisition costs (183,324 ) – (183,324 ) –
Other income 2,226 583 10,520 688
(3,957,329 ) (187,481 ) (15,081,142 ) (7,455,817 )
Current income tax recovery (expense) 42,562 (228,418 ) 41,204 (672,693 )
Deferred income tax recovery (expense) 55,262 82,892 (985,018 ) 82,892
Income tax recovery (expense) 97,824 (145,526 ) (943,814 ) (589,801 )
Net loss for the period $ (3,859,505 ) $ (333,007 ) $ (16,024,956 ) $ (8,045,618 )
Exchange loss on translating foreign operations (432,533 ) (24,485 ) (166,499 ) (174,811 )
Comprehensive loss for the period $ (4,292,038 ) $ (357,492 ) $ (16,191,455 ) $ (8,220,429 )
Net loss per share (note 12)
Basic (0.15 ) (0.02 ) (0.63 ) (0.46 )
Diluted (0.15 ) (0.02 ) (0.63 ) (0.46 )
Weighted average number of common shares outstanding - basic (note 12) 26,359,517 18,494,247 25,292,160 17,321,476
Weighted average number of common shares outstanding - diluted (note 12) 26,359,517 18,494,247 25,292,160 17,321,476

See accompanying notes to interim condensed consolidated financial statements.

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VIQ Solutions Inc.

Interim Consolidated Statements of Changes in Shareholders’ Equity

(Expressed in United States dollars, unaudited)

Accumulated
other
Capital Stock Contributed comprehensive Total
Number Amount surplus Deficit loss equity
Balance as at December 31, 2019 10,852,617 $ 21,987,937 $ 4,552,528 $ (24,194,885 ) $ (135,058 ) $ 2,210,522
Comprehensive loss for the period – – – (8,045,618 ) (174,811 ) (8,220,429 )
Shares issued due to exercise of stock options (note 10) 92,500 129,983 (43,596 ) – – 86,387
Shares issued due to exercise of warrants (note 10) 1,154,759 1,859,963 81,467 – – 1,941,430
Shares issued due to debenture conversion (note 8) 6,395,648 11,312,161 (80,963 ) – – 11,231,198
Stock-based compensation (note 11) – – 373,706 – – 373,706
Balance at September 30, 2020 (note 2 (b)) $ 18,495,524 $ 35,290,044 $ 4,883,142 $ (32,240,503 ) $ (309,869 ) $ 7,622,814
Accumulated
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other
Capital Stock Contributed comprehensive Total
Number Amount surplus Deficit loss equity
Balance as at December 31, 2020 23,591,427 $ 50,234,551 $ 4,970,945 $ (35,340,191 ) $ (78,906 ) $ 19,786,399
Comprehensive loss for the period – – – (16,024,956 ) (166,499 ) (16,191,455 )
Share issued due to registered direct offering (note 9) 4,235,294 13,572,259 – – – 13,572,259
Shares issued due to exercise of stock options (note 10) 203,333 393,313 (147,154 ) – – 246,159
Shares issued due to exercise of warrants (note 10) 1,123,878 2,746,706 (654,430 ) – – 2,092,276
Shares issued due to exercise of restricted share units (note 10) 724,686 5,325,354 (5,999,951 ) – – (674,597 )
Shares issued due to debenture conversion (note 8) – 1,673 – – – 1,673
Stock-based compensation (note 11) – – 6,636,358 – – 6,636,358
Balance at September 30, 2021 $ 29,878,618 $ 72,273,856 $ 4,805,768 $ (51,365,147 ) $ (245,405 ) $ 25,469,072

See accompanying notes to interim condensed consolidated financial statements.

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VIQ Solutions Inc.

Interim Condensed Consolidated Statements of Cash Flows

(Expressed in United States dollars, unaudited)

Three Months ended September 30, Nine Months ended September 30,
2021 2020<br> (note 2(b)) 2021 2020<br> (note 2(b))
Cash provided by (used in)
Operating activities
Net loss for the period $ (3,859,505 ) $ (333,007 ) $ (16,024,956 ) $ (8,045,618 )
Items not affecting cash:
Depreciation 45,736 144,290 189,392 347,363
Amortization 989,215 1,216,245 3,282,037 3,290,852
Stock-based compensation (note 11) 859,119 106,536 7,632,906 637,514
(Gain) Loss on revaluation of conversion feature liability (note 8) – (16,407 ) – 1,175,145
Loss on repayment of long-term debt (note 8) – – – 1,290,147
Accretion and other financing expense (note 8) 236,309 317,192 755,970 881,752
Interest expense (note 8) 329,598 371,699 996,611 4,442,669
Income tax (recovery) expense (97,824 ) 145,526 943,814 589,801
Gain on contingent consideration (note 4) (80,252 ) (87,071 ) (66,977 ) (87,071 )
Gain on revaluation of options, RSUs, and derivative warrant liability (1,384,485 ) – (1,384,485 ) –
Payment of taxes (113,853 ) – (113,853 ) –
Other income (2,226 ) (583 ) (10,520 ) (688 )
Foreign exchange (gain) loss (note 19) (445,978 ) 21,709 (77,252 ) (285,191 )
Unrealized foreign exchange (gain) loss (264,258 ) (214,558 ) 86,627 (267,341 )
Changes in non-cash operating working capital (note 13) 2,347,661 (1,701,378 ) (1,150,406 ) (514,708 )
Cash provided by (used in) operating activities (1,440,743 ) (29,807 ) (4,941,092 ) 3,454,626
Investing activities
Purchase of property and equipment (20,520 ) (60,084 ) (62,767 ) (181,710 )
Business acquisitions – – – (4,411,500 )
Earn out payment (358,116 ) (96,106 ) (1,103,617 ) (96,106 )
Development costs related to internally generated intangible assets (note 7) (556,463 ) (418,489 ) (1,657,771 ) (1,116,605 )
Change in restricted cash 3,632 (1,518 ) (45,961 ) (680 )
Cash used in investing activities (931,467 ) (576,197 ) (2,870,116 ) (5,806,601 )
Financing activities
Issuance of share capital and derivative warrants, net of placement agent fees 16,715,000 – 16,715,000 –
Issuance cost reimbursement – – 1,673 –
Proceeds from debt, net of issuance costs – – – 4,566,945
Proceeds from exercise of stock options (note 10) 43,303 10,752 246,159 10,752
Proceeds from exercise of warrants (note 10) – – 2,092,276 1,859,963
Repayment of debt (note 8) (215,850 ) (259,302 ) (825,398 ) (573,684 )
Repayment of lease obligations (note 18) (20,428 ) (68,619 ) (126,383 ) (263,221 )
Payment of interest on debt (note 8) (319,288 ) (350,171 ) (956,074 ) (770,437 )
Payment of interest on lease obligations (note 18) (6,266 ) (16,386 ) (21,085 ) (44,181 )
Cash provided by (used in) financing activities 16,196,471 (683,726 ) 17,126,168 4,786,137
Net increase (decrease) in cash for the period 13,824,261 (1,289,730 ) 9,314,960 2,434,162
Cash, beginning of period 12,374,825 5,384,207 16,835,671 1,707,654
Effect of exchange rate changes on cash (174,482 ) 47,795 (126,027 ) 456
Cash, end of period $ 26,024,604 $ 4,142,272 $ 26,024,604 $ 4,142,272

See accompanying notes to interim condensed consolidated financial statements

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VIQ Solutions Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Expressed in United States dollars)

1. Nature of operations

VIQ Solutions Inc. (“VIQ” or the “Company”) is a technology and service platform provider for digital evidence capture, retrieval, and content management. VIQ’s modular software allows customers to easily integrate the platform at any stage of their organization's digitization process, 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 operates worldwide with a network of partners including security integrators, audio-video specialists, and hardware and data storage suppliers.

The Company also provides recording and transcription services directly to a variety of clients including medical, courtrooms, legislative assemblies, hearing rooms, inquiries and quasi-judicial clients in numerous countries including Canada, the United Kingdom, the United States and Australia.

VIQ was incorporated by articles of incorporation in the province of Alberta in November 2004. On June 21, 2017, the Company continued under articles of continuance in the province of Ontario. The Company’s offices are located at 700 – 5915 Airport Road, Mississauga, Ontario, L4V 1H1. VIQ is a public company and the Company graduated from the Toronto Venture Exchange to the Toronto Stock Exchange. The Company's common shares began trading on the TSX and Nasdaq under, trading symbol VQS, at the market open on January 21, 2021, and August 12, 2021, respectively.

2. Basis of preparation
(a) Statement of compliance
--- ---

The Company prepares its interim condensed consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”), IAS 34, Interim Financial Reporting and International Financial Reporting Interpretations Committee (“IFRIC”) interpretations, as issued by the International Accounting Standards Board (“IASB”) and using the same accounting policies as described in the Company’s December 31, 2020 consolidated financial statements. The preparation of the interim condensed consolidated financial statements in compliance with IFRS requires management to make certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. The areas involving a higher degree of judgment and complexity, or areas where assumptions and estimates are significant to the interim condensed consolidated financial statements, are disclosed in note 3. The accounting policies applied in these interim condensed consolidated financial statements are based on IFRS issued as at November 9, 2021, the date the Board of Directors approved the interim condensed consolidated financial statements.

(b) Comparative figures

Certain comparative figures have been updated to reflect immaterial adjustments related to the repayment of long-term debt which occurred in the three and nine months ended September 30, 2020. Additionally, immaterial adjustments related to the amortization of intangible assets as well as the revaluation of the conversion feature have also been reflected for the nine months ended September 30, 2020.

Threemonths endedSeptember 30, 2020
As originally<br><br> reported Adjustment Re-presented
Accretion interest expense 330,047 (12,855 ) 317,192
Total impact to net and comprehensive loss 330,047 (12,855 ) 317,192 
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VIQ Solutions Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Expressed in United States dollars)

2. Basis of preparation (continued)
Nine months ended<br> September 30, 2020
--- --- --- --- --- --- --- ---
As originally<br><br> reported Adjustment Re-presented
Accretion interest expense 734,100 147,652 881,752
Depreciation and amortization 3,728,756 (90,541 ) 3,638,215
Loss on revaluation of conversion feature 474,404 700,741 1,175,145
Total impact to net and comprehensive loss 4,937,260 757,852 5,695,112
(c) Basis of preparation
--- ---

The notes presented in these interim condensed consolidated financial statements include only significant changes and transactions occurring since the Company’s last year end and are not fully inclusive of all disclosures required by International Financial Reporting Standards (“IFRS”). These interim condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements, including the notes thereto, for the years ended December 31, 2020 and 2019. The interim condensed consolidated financial statements have been prepared under the historical cost convention, except for the revaluation of certain financial assets and financial liabilities to fair value as noted below.

(d) Functional currency, presentation currency and foreign currency<br>translation

The functional currency of VIQ Solutions Inc. is the Canadian dollar (“CAD”). The functional currency of the Company’s subsidiaries are as follows; Dataworxs Systems Limited – CAD, VIQ Solutions, Inc. – United States dollar (“USD”), VIQ Australia Pty. Ltd – Australian dollar (“AUD”), Dataworxs Systems Australia Pty. Ltd – AUD, VIQ Solutions PTY Ltd – AUD, Spark & Cannon Pty – AUD, VIQ Services Inc. – USD, Net Transcripts – USD, Transcription Express – USD, HomeTech – USD, VIQ Media Transcriptions – USD, and WordZXpressed – Inc. – USD. All financial information is presented in USD unless otherwise stated.

The exchange rates used were as follows:

USD / CAD exchange rate Nine Months Ended<br><br> September 30, 2021 December 31, 2020 Nine Months Ended <br><br>September 30, 2020
Closing at the reporting date 0.7867 0.7672 0.7482
Average rate for the period 0.7940 0.7480 0.7415
USD / AUD exchange rate Nine Months Ended<br><br> September 30, 2021 December 31, 2020 Nine Months Ended<br><br> September 30, 2020
--- --- --- ---
Closing at the reporting date 0.7211 0.7311 0.7140
Average rate for the period 0.7402 0.6901 0.6764

The financial results of each subsidiary consolidated in the Company’s interim condensed consolidated financial statements are measured using the subsidiary’s functional currency, which is the currency of the primary economic environment in which the entity operates for each of the Company’s wholly-owned subsidiaries.

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in currencies other than an operation’s functional currency are recognized in the interim condensed consolidated statements of loss and comprehensive loss.

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VIQ Solutions Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Expressed in United States dollars)

2. Basis of preparation (continued)

The financial statements of entities that have a functional currency different from the presentation currency of USD are translated into USD as follows: assets and liabilities at the closing rate at the date of the balance sheet, and income and expenses at the average rate of the period as this is considered a reasonable approximation to actual rates. All resulting changes are recognized in other comprehensive income (loss) as translation adjustments.

The Company has monetary items that are receivable from foreign operations. A monetary item for which settlement is neither planned nor likely to occur in the foreseeable future is, in substance, a part of the parent company’s net investment in that foreign operation. Such exchange differences are recognized initially in other comprehensive income and reclassified from equity to net loss on disposal of the net investment in foreign operations.

(e) Use of estimates and judgements

The preparation of the interim condensed consolidated financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the application of the Company’s accounting policies and the amounts reported in the interim condensed consolidated financial statements and the related notes. These estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future. These estimates have been applied in a manner consistent with that in prior periods and there are no known trends, commitments, events or uncertainties that the Company believes will materially affect the assumptions utilized in these interim condensed consolidated financial statements. Estimates and underlying assumptions are reviewed on an ongoing basis and revisions to estimates are recognized prospectively. The estimates are impacted by many factors, some of which are highly uncertain and actual results may differ from those estimates

The continuing uncertainty around the outbreak of the novel coronavirus (“COVID-19”) pandemic required the use of judgments and estimates in the preparation of the interim condensed consolidated financial statements for the period ended September 30, 2021. The future impact of COVID-19 uncertainties could generate, in future reporting periods, a significant impact to the reported amounts of assets, liabilities, revenue and expenses in these and any future interim condensed consolidated financial statements. Examples of accounting estimates and judgments that may be impacted by the pandemic include, but are not limited to, impairment of goodwill and intangible assets and allowance for doubtful accounts.

3. Significant accounting policies, estimates and judgements
(i) Significant accounting policies, estimates and judgements
--- ---

The preparation of the financial statements in accordance with IAS 34 requires management to make estimates and assumptions that affect the amounts reported in the interim condensed consolidated financial statements and notes to the interim condensed consolidated financial statements. These estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future. Actual results may differ from those estimates. Significant estimates and judgments made by the Company include the valuation of acquired intangible assets, the determination of the recoverable amount of goodwill and non-financial assets, amounts recorded as provisions, recognition of deferred tax assets, the provision for long-term service leave and other employee benefits, contingent consideration, stock based compensation, derivative warrant liabilities and the determination of functional currency.

(ii) Standards and interpretations issued but not yet effective

IAS 1 – Presentation of Financial Statements (“IAS 1”)

On January 23, 2020, the IASB issued amendments to IAS 1 Presentation of Financial Statements (the 2020 amendments), to clarify the classification of liabilities as current or non-current. For the purposes of non-current classification, the 2020 amendments removed the requirement for a right to defer settlement or roll over of a liability for at least twelve months to be unconditional. Instead, such a right must have substance and exist at the end of the reporting period.

The 2020 amendments also clarify how a company classifies a liability that includes a counterparty conversion option. The amendments state that:

– settlement of a liability includes transferring a company’s own equity instruments<br>to the counterparty, and 
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VIQ Solutions Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Expressed in United States dollars)

3. Significant accounting policies, estimates and judgements(continued)
– when classifying liabilities as current or non-current a company can ignore only those<br>conversion options that are recognized as equity.

The 2020 amendments are effective for annual periods beginning on or after January 1, 2023. The Company is currently assessing the impact of this new amendment.

IAS 1 and IFRS Practice Statement 2

On February 12, 2021, the IASB issued DisclosureInitiative – Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2 Making Materiality Judgements). The amendments help companies provide useful accounting policy disclosures. The key amendments include:

– requiring companies to disclose their material accounting policies rather than their<br>significant accounting policies;
– clarifying that accounting policies related to immaterial transactions, other events<br>or conditions are themselves immaterial and as such need not be disclosed; and
--- ---
– clarifying that not all accounting policies that relate to material<br>transactions, other events or conditions are themselves material to a company’s financial statements.
--- ---

The amendments are effective for annual periods beginning on or after January 1, 2023. The Company is currently assessing the impact of this new amendment.

IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors (“IAS 8”)

Amendments to IAS 8 in February 2021, The amendments introduce a new definition for accounting estimates, clarifying that they are monetary amounts in the financial statements that are subject to measurement uncertainty. The amendments also clarify the relationship between accounting policies and accounting estimates by specifying that a company develops an accounting estimate to achieve the objective set out by an accounting policy.

The amendments are effective for annual periods beginning on or after January 1, 2023.The Company is currently assessing the impact of this new amendment.

IAS 12 – income Taxes (“IAS 12”)

On May 7, 2021, the IASB issued DeferredTax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12). The amendments narrow the scope of the initial recognition exemption (IRE) so that it does not apply to transactions that give rise to equal and offsetting temporary differences. As a result, companies will need to recognize a deferred tax asset and a deferred tax liability for temporary differences arising on initial recognition of a lease and a decommissioning provision

The amendments are effective for annual periods beginning on or after January 1, 2023. Earlier adoption is permitted. The Company is currently assessing the impact of this new amendment.

IAS 37 – Provisions, Contingent Liabilities and Contingent Assets

On May 14, 2020, the IASB issued OnerousContracts – Cost of Fulfilling a Contract (Amendments to IAS 37). IAS 37 does not specify which costs are included as a cost of fulfilling a contract when determining whether a contract is onerous. The IASB’s amendments address this issue by clarifying that the ‘costs of fulfilling a contract’ comprise both:

– the incremental costs – e.g. direct labour and materials; and
– an allocation of other direct costs – e.g. an allocation of the depreciation<br>charge for an item of PPE used in fulfilling the contract.
--- ---

The amendments are effective for annual periods beginning on or after January 1, 2022 and apply to contracts existing at the date when the amendments are first applied. The Company is currently assessing the impact of this new amendment.

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VIQ Solutions Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Expressed in United States dollars)

4. Acquisitions

On January 31, 2020, the Company through its US subsidiary, VIQ Media Transcription Inc., acquired 100% of the assets of ASC. ASC was a provider of transcription services focused on the multi-speaker transcription market, serving both government and public ‘content creation space’ and complements the Company’s transcription services business. As part of this transaction, an estimated $2,038,596 was to be paid as contingent consideration via a performance-based earn-out payable quarterly over 30 months. With respect to the contingent consideration, the Company had agreed to make quarterly payments to the sellers between July 15, 2020 and April 15, 2023 based on the achievement of quarterly revenue targets as defined in the purchase agreement. At the date of acquisition, contingent consideration was measured on a discounted cash flow basis, reflecting the present value of undiscounted expected future payments of $2,948,083 which is the expected payout based on forecast revenues at that date, discounted using a risk-adjusted discount rate of 20.6 percent.

On February 26, 2020, the Company through its US subsidiary VIQ Services Inc., acquired 100% of the shares of WordZ. WordZ was a provider of English transcription services to medical service providers and to insurance companies in the USA and complements the Company’s transcription services business. As part of this, an estimated $1,671,670 was to be paid as contingent consideration via a performance-based earnout payable quarterly over 36 months. The Company had agreed to make quarterly payments to the sellers between October 1, 2020 and July 1, 2023 based on the achievement of quarterly revenue targets as defined in the purchase agreement. At the date of acquisition, contingent consideration was measured on a discounted cash flow basis, reflecting the present value of undiscounted expected future payments of $2,175,231, which is the expected payout based on forecast revenues, discounted using a risk-adjusted discount rate of 16.1 percent.

The acquisitions completed during the year ended December 31, 2020 were each determined to be a business combination and were accounted for using the acquisition method in accordance with IFRS 3 with the results of operations consolidated with those of the Company effective January 31, 2020 for ASC and February 26, 2020 for WordZ.

During the year ended December 31, 2020, the contingent consideration of WordZ and ASC was adjusted based on the revision of the estimated quarterly revenue target achievements, due to an anticipated improvement in operational performance. During the three and nine months period ended September, 30, 2021, the Company further revised the forecasted quarterly revenue target achievements and reported a gain on contingent consideration of $80,252 and $66,977, respectively (three and nine months period ended September 30, 2020 – $87,071). During the nine months ended September 30, 2021, earnout payments totalling $1,103,617 (September 30, 2020 - $96,106) was made to the previous owners of ASC and WordZ.

As at September 30, 2021, total contingent consideration is $2,212,788 (December 31, 2020 - $3,015,434), of which $1,370,396 (December 31, 2020 - $1,439,906) is recorded as trade and other payables and accrued liabilities, and $842,392 has been recorded as long-term contingent consideration (December 31, 2020 - $1,575,528).

The accounting for the acquisitions is complete as of December 31, 2020.

5. Trade and other receivables
September 30, 2021 December 31, 2020
--- --- --- --- --- --- ---
Trade accounts receivable $ 3,936,951 $ 4,233,012
Other receivables (note 6) 1,412,007 366,077
Less: allowance for doubtful accounts (note 19) (357,455 ) (123,338 )
$ 4,991,503 $ 4,475,751

As at September 30, 2021, other receivable relates to accruals for government assistance programs of $984,055 (December 31, 2020 - $68,496), work in progress and unbilled receivables of $149,309 (December 31, 2020 - $297,581), and sales tax receivable of $272,111 (December 31, 2020 - $6,761) and other miscellaneous receivables of $6,532 (December 31, 2020 - $nil). See note 6 for additional details on government assistance programs applicable to the Company.

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VIQ Solutions Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Expressed in United States dollars)

6. Government Assistance

Australian Business Wage Subsidies

For the three months and nine months period ended September 30, 2021, the Australian government provided the Company with $176,232 and $208,077, respectively, as part of the Australian Business Wage Subsidies (for the three and nine months period ended September 30, 2020 - $1,069,368 and $2,003,179). For the three and nine months ended September 30, 2021, $38,927 and $70,772, respectively, (three and nine months ended September 30, 2020 - $211,625 and $335,554, respectively) was recognized as a reduction to operating expenses against related salary costs and for the three and nine months period ended $137,305 (three and nine months ended September 30, 2020 - $857,742 and $1,667,624, respectively) as a reduction to cost of sales in the interim condensed consolidated statement of loss and comprehensive loss.

The Company qualified for subsidies for the year ended December 31, 2020, of which $nil is receivable as of September 30, 2021 (December 31, 2020 - $8,019)

U.S. Employee Retention Credit Program

For the three and nine months ended September 30, 2021, the Company determined that it qualified for the U.S. Employee Retention Credit Program and recorded a reduction to its expenses of $586,996 and $1,453,735, respectively (three and nine months ended September 30, 2020 - $nil). For the three and nine months ended September 30, 2021, $387,610 and $917,759, respectively, (three and nine months ended September 30, 2020 - $nil) was recognized as a reduction to operating expenses against related salary costs and $199,386 and $535,976, respectively, (three and nine months ended September 30, 2020 - $nil) as a reduction to cost of sales in the interim condensed consolidated statement of loss and comprehensive loss.

As at September 30, 2021, the interim condensed consolidated statement of financial position included government assistance receivable of $984,055 (December 31, 2020 - $68,496) in trade and other receivables.

7. Intangible assets and goodwill

Details of the Company’s intangible assets as of September 30, 2021 are listed as follows:

Balance <br> January 1, 2021 Additions Foreign exchange Balance <br> September 30, 2021
Cost
Customer relationships $ 11,775,697 $ – $ 1,025 $ 11,776,722
Technology 470,000 – – 470,000
Non-compete 51,031 – – 51,031
Brand 1,520,899 – – 1,520,899
Patents – 15,260 – 15,260
Internally generated intangible assets 7,015,033 1,642,511 7,417 8,664,961
$ 20,832,660 $ 1,657,771 $ 8,442 $ 22,498,873
Accumulated amortization
Customer relationships 4,099,565 1,657,341 1,025 5,757,931
Technology 196,499 70,500 – 266,999
Non-compete 19,638 12,757 – 32,395
Brand 133,921 102,813 – 236,734
Patents – – – –
Internally generated intangible assets 4,264,687 1,438,626 4,531 5,707,844
8,714,310 3,282,037 5,556 12,001,903
Net book value $ 12,118,352 $ 10,496,970 
| Page 11 |

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VIQ Solutions Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Expressed in United States dollars)

7. Intangible assets and goodwill (continued)
Balance <br> January 1, 2021 Foreign exchange Balance <br> September 30,  2021
--- --- --- --- --- --- --- ---
VIQ Solutions PTY Ltd. $ 650,001 $ (41,614 ) $ 608,387
Dataworxs 141,018 360 141,378
Net Transcripts 1,575,511 – 1,575,511
Transcription Express 1,516,904 – 1,516,904
HomeTech 477,860 – 477,860
ASC 2,614,802 – 2,614,802
$ 6,976,096 $ (41,254 ) $ 6,934,842
8. Long-term debt
September 30, 2021 December 31, 2020
--- --- --- --- --- --- ---
Crown Capital Funding Partner LP Note Payable (a) $ 11,683,978 $ 11,398,146
Unsecured Transcription Express 10% promissory note (b) – 280,531
Unsecured HomeTech interest-free promissory note (b) 489,834 621,725
Unsecured WordZ 5% promissory note (b) 848,495 1,064,303
U.S. Paycheck Protection Program loan (c) 199,721 260,230
Less current portion of long term debt (1,195,476 ) (1,486,136 )
$ 12,026,552 $ 12,138,799
(a) Crown Capital Funding Partner LP Note Payable
--- ---

During the year ended December 31, 2018, the Company entered into a secured debt facility with Crown Capital Funding Partner LP (“Crown”) of $11,800,500 (CAD$15,000,000) bearing an interest rate of 10 percent payable quarterly. The loan is secured by a general security agreement covering all assets of the Company. The outstanding principal balance of the loan is repayable on November 28, 2023. Additionally, during the period ended September 30, 2020, the Company cancelled previously issued 450,000 common share purchase warrants and reissued new warrants to reflect a price per Share equal to CAD$2.06 (the “Exercise Price”) until expiry on November 28, 2023. As a result of this modification, the Company recorded $84,287 (CAD$111,387) reflecting the incremental fair value of the warrant associated with the amendment as a reduction in the carrying value of the note payable as at September 30, 2020. The Company incurred fees of $353,115 (CAD$450,000) associated with establishing the amended debt facility which was recorded as a reduction in the carrying value of the note payable. These fees remain unpaid and the long-term payable is added to the Company’s outstanding principal. These fees accrue interest at 10 percent and repayment is due on November 28, 2023. At inception, the loan was recorded at the fair value of $11,031,120. During the three and nine months ended September 30, 2021, the Company recorded interest expense of $309,203 and $923,457, respectively (three and nine months ended September 30, 2020

  • $308,358 and $824,171, respectively)

The difference between the face value and ascribed value of the Crown Capital note payable is being accreted over the remaining life of the debt facility. Corresponding transaction costs were netted against the face value of the debt facility and are recognized as accretion and other financing expense over the term of the loan. During the three and nine months ended September 30, 2021, there was $86,789 and $259,982 recorded, respectively (three and nine months ended September 30, 2020 - $70,709 and $211,404, respectively) as accretion and other financing expense related to the note payable in the

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VIQ Solutions Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Expressed in United States dollars)

8. Long-term debt (continued)

interim condensed consolidated statements of loss and comprehensive loss.

The Company received a waiver in March 2021 to remove the Fixed Charge Coverage Ratio covenant for all four quarters of 2021. The Company received a waiver in August 2021, to remove the Net Debt to EBITDA Ratio for the remainder of fiscal 2021. In addition, the Company received a waiver to remove the Fixed Charge Coverage Ratio covenant for the first three quarters of 2022. There are no covenants are applicable as at September 30, 2021.

(b) Unsecured Promissory Notes

Unsecured promissory notes have been issued to the former owners of acquired companies. As part of the acquisition of Transcription Express, the Company issued an unsecured promissory note to the former owners of Transcription Express with a face value of $1,666,227, bearing interest at 10% per annum. During the year ended December 31, 2019, the terms of the Transcription Express unsecured promissory note were amended with the principal and accrued interest to be paid monthly beginning on July 31, 2019 to the period ending April 30, 2021.

As part of the acquisition of HomeTech, the Company issued an unsecured interest-free promissory note to the former owners of HomeTech with a face value of $1,200,000, to be paid monthly for 60 months in equal installments of $20,000 beginning February 25, 2019 to the period ending January 25, 2024. The Company recorded the unsecured promissory note by discounting the principal amounts due using a market annual interest rate of 12%. The difference between the present value and the face value is being accreted over the term of the unsecured promissory notes.

An additional note was issued to the former owners of WordZ with a face value of $1,200,000 bearing interest at 5% to be paid quarterly for 36 months beginning January 5, 2021 to the period ending October 5, 2023. The fair value of the unsecured promissory notes was determined on a market annual interest rate of 12%. The difference between the face value and the ascribed value of the notes is being accreted over life of the notes.

(c) U.S. Paycheck Protection Program Loan

On April 24, 2020, the Company received a loan for $2,159,000 under the U.S. Small Business Administration Paycheck Protection Program through BMO Harris Ban at an interest rate of 1% maturing in two years. Principal and interest are due beginning seven months from the date of the note. Generally, the loan will be forgiven if utilized for payment of qualifying expenses during the 24-week period that begins at the origination date of the loan. As at September 30, 2021, the Company received forgiveness notification from the government and determined that it qualified for forgiveness criteria associated with the loan in the amount of $1,959,279 which was recorded as a reduction on cost of sales and selling and administrative expenses for the period ending September 30, 2020, with a balance of $199,721 (December 31, 2020 - $260,230) that was unutilized and reported as a note payable.

(d) Convertible Notes

During the year ended December 31, 2020, the Company entered into agreements (the “Amending Agreements”) with the holders of unsecured convertible notes (each, a “Note”) in the aggregate principal amount of approximately $6,792,934, granting the holders of such Notes (each a “Noteholder”) the option to convert the principal and the aggregate interest payable on their Notes from the date of issuance to the maturity date (the “Total Interest Payable”) into Shares at a conversion price of CAD$2.18 per Share (the “Conversion Option”). During the year ended, December 31, 2020, the Company issued 6,785,651 common shares to settle its outstanding Notes. Noteholders holding all of the outstanding Notes exercised the conversion option during the year ended December 31, 2020.

As a result, for the three and nine months ended September 30, 2021, the Company recognized $nil and $nil, respectively, of interest expense (gain for the three months ended September 30, 2020 - $10,975 and a loss for the nine months ended September 30, 2020 - $3,440,608) reflecting interest charges from the convertible notes and accretion expense of $nil (three months ended September 30, 2020 - $10,116 and nine months ended September 30, 2020 - $77,781). For the three and nine months ended September 30, 2021, the Company recognized a loss of $nil and $nil, respectively on the revaluation of the conversion feature

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VIQ Solutions Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Expressed in United States dollars)

8. Long-term debt (continued)

liability (three months ended September 30, 2020 2020 – gain of $16,407 and nine months ended September 30, 2020 – loss of $1,175,145).

As a result of the exercise of the Conversion Option during the year ended December 31, 2020, during the nine months period ended September 30, 2021, the Company issued $nil common shares (2020 – 6,395,648) to settle its outstanding Notes having $nil amount of aggregate principal (2020 - $7,189,627) and total interest payable of $nil (2020 - $4,041,571) for a total amount of $nil (2020 - $11,231,198).

9. Derivative warrant liabilities

On September 15, 2021, the Company closed its direct offering with institutional investors (the “Offering”). Under the Offering, the Company sold 4,235,294 units (the “Units”) at a price of $4.25 per Unit for gross proceeds to the Company of approximately $18,000,000 before the deduction of any fees and other estimated Offering expenses.

Each Unit consists of one common share of the Company (a “Common Share”) and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a “Warrant”). A total of 2,117,647 Warrants were issued. Each Warrant entitle sholder thereof to purchase one Common Share (a “Warrant Share”) at an exercise price of $5.00. The Warrants will be exercisable beginning on the date that is six months following the September 15, 2021 issuance date and will expire five years from the issuance date.

In accordance with IFRS, a contract for the issuance of equity instruments that fails to meet the fixed for fixed criteria i.e. issue a fixed number of shares for a fixed amount of cash or another financial asset, fails to meet the definition of equity. The exercise price the Warrants issued pursuant to the Offering is denominated in USD currency, which differs from the CAD functional currency of the issuing entity. As a result, the warrants are recorded as a derivative warrant liability since the Company will be receiving cash in a currency other than the issuing entity’s functional currency and is deemed to be variable.

The derivative warrant liabilities are measured at fair value with changes in fair value recognized in the consolidated statements of loss and comprehensive loss at each period-end. The derivative warrant liabilities will ultimately be converted into the Company’s equity (common shares) when the Warrants are exercised, or will be extinguished on the expiry of the outstanding Warrants and will not result in the outlay of any cash by the Company.

The Company uses the Black-Scholes pricing model to estimate fair value at initial recognition and at each reporting date. The Company considers expected volatility of its common shares in estimating its future stock price volatility. The risk-free interest rate for the life of the Warrants was based on the yield available on government benchmark bonds with an approximate equivalent remaining term at the time of issue and at the time of revaluation. The life of warrant is based on the contractual term. The following are assumptions used by the Company to fair value at initial recognition and:

Three and Nine months ended <br> September 30th, 2021
Derivative warrant liabilities
September 30, 2021<br> Period-End September 15, 2021<br> Initial Recognition
Fair value (CAD) $ 1.47 $ 1.93
Share price (CAD) $ 3.72 $ 4.43
Exercise price (CAD) $ 6.36 $ 6.33
Expected volatility 62.43 % 62.06 %
Option life (years) 4.96 5.0
Expected dividends 0 % 0 %

For the three and nine months ended September 30, 2021, a gain on revaluation of derivative warrant liabilities was recorded in the amount of $763,499 (three and nine months ended September 30, 2020 - $nil).

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VIQ Solutions Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Expressed in United States dollars)

9. Derivative warrant liabilities (continued)

For the three and nine months ended September 30, 2021, there were 2,117,647 and nil Warrants outstanding and exercised, respectively (three and nine months ending September 30, 2020 – nil and nil, respectively).

10. Capital stock

Omnibus Equity Incentive Plan

On April 29, 2021, the Company adopted a new omnibus equity incentive plan (the “Omnibus Equity Incentive Plan”) by way of a Shareholder Resolution. The Omnibus Equity Incentive Plan is a “rolling” plan which, subject to certain adjustment provisions, provides that the aggregate maximum number of Common Shares that may be issued upon the exercise or settlement of awards granted under the Omnibus Equity Incentive Plan shall not exceed 10% of the Company’s issued and outstanding Common Shares from time to time. The Omnibus Equity Incentive Plan is considered an “evergreen” plan, since the Common Shares covered by awards which have been exercised, settled or terminated shall be available for subsequent grants under the Omnibus Equity Incentive Plan, and the number of awards available to grant increases as the number of issued and outstanding Common Shares increases. As such, the Omnibus Equity Incentive Plan must be approved by the majority of the Company’s Board and its Shareholders every three years following its adoption pursuant to the requirements of the TSX.

Under the Omnibus Equity Incentive Plan, the Company is able to grant equity-based incentive awards in the form of Stock Options, Restricted Share Units (“RSUs”), Performance Share Units (“PSUs”) and Deferred Share Units (“DSUs”). All future grants of equity-based awards will be made pursuant to the Omnibus Equity Incentive Plan, and no further equity-based awards will be made pursuant to the Company’s Stock Option Plan, DSU plan, and Stock Appreciation Rights Plan (collectively, the “Legacy Plans”). The Legacy Plans will continue to be authorized for the sole purposes of facilitating the vesting and exercise of existing awards previously granted under the Legacy Plans. Once the existing awards granted under the Legacy Plans are exercised or terminated, the Legacy Plans will terminate and be of no further force or effect.

No equity incentive securities have been granted under the Legacy Plans for the three and nine months period ended September 30, 2021 (December 31, 2020 – 396,000 stock options granted).

Common Shares

The Company’s authorized capital consists of an unlimited number of common shares with no par value. As at September 30, 2021, common shares of the Company were reserved as follows:

Exercise Price (CAD) Expiry dates Number outstanding
Options – Legacy Plan $2.10 – $4.20 January 2021 – December 2021 25,833
$4.40 – $6.40 January 2022 – December 2022 97,000
$2.84 - $6.00 January 2023 – December 2023 141,250
$2.10 - $3.10 January 2024 – December 2024 247,017
$3.13 January 2025 – December 2025 396,000
907,100
Options – Omnibus Equity Incentive Plan $8.84 January 2031 – June 2031 721,500
$8.93 January 2031 – June 2031 68,586
790,086
Deferred share units – Legacy Plan $1.20 N/A 66,667
Restricted share units – Omnibus Equity Incentive plan N/A January 2031 – June 2031 176,699 
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VIQ Solutions Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Expressed in United States dollars)

10. Capital stock (continued)

Warrants

During the three and nine months ended September 30, 2021, there were nil and 1,123,878 of warrants exercised, respectively (three and nine months ended September 30, 2020 – nil and 1,154,759, respectively) for proceeds of $nil and $2,092,276, respectively (three months ended September 30, 2020 –$nil and nine months ended September 30, 2020 – $1,941,430). During the period ended September 30, 2021, there were no warrants issued under the Legacy plans (three and nine months ended September 30, 2020 – nil) other than those classified as derivative warrant liabilities (Note 9).

As at September 30, 2021, there were no warrants outstanding other than those classified as derivative warrant liabilities (December 31, 2020 – 1,123,878).

Stock Option Plan

The Company had an incentive stock option plan for its directors, officers, employees, and contractors as part of its Legacy Plans. The Company's stock option plan allows for the granting of options (and Deferred Share Units as described below) up to an aggregate amount equal to 10% of the aggregate number of common shares of the Company outstanding. The options, which have a term not exceeding five years when issued, generally vest as follows:

• 1/3 at time of issue
• 1/3 after one year
--- ---
• 1/3 after two years
--- ---

Under the Omnibus Equity Incentive Plan, the stock options that are granted have a term not exceeding ten years when granted, and can be fully vested on date of grant or vest as follows:

• 1/3 after one year
• 1/3 after two years
--- ---
• 1/3 after three years
--- ---

During the three and nine months ended September 30, 2021, certain stock option granted included cash settlement alternatives at the discretion of the stock option holder, subject to the approval of the Company’s Plan Administrator. The option holder could elect to perform the following on the settlement date:

• acquire common shares of the Company on a 1:1 basis to vested<br>Options
• receive cash payment, net of withholding taxes, equal to vested<br>Options multiplied by the market price of common shares of the Company
--- ---
• acquire and receive a combination of common shares and cash<br>payment, respectively, as noted above
--- ---

Since the election and choice of settlement method lies with the stock option holder, which includes a cash settlement, the Company has recorded the associated grants with this option as a cash-settled share-based payment and recorded a share-based payment liability which is remeasured at each reporting period. The Company on June 11, 2021 initially recorded a share-based payment liability of $141,186 related to the Options that are deemed to be cash-settled share-based payments.

As at September 30, 2021, 775,100 options were vested related to the legacy plan (December 31, 2020 – 770,283) with a weighted average exercise price of CAD $3.19 per share (December 31, 2020 – CAD $2.84).

As at September 30, 2021, 46,500 options were vested related to the Omnibus Equity Incentive plan (December 31, 2020 – nil) with a weighted average exercise price of CAD $8.84 per share (December 31, 2020 –$nil).

During the three and nine months ended September 30, 2021, there were nil and 790,086 stock options granted to directors, officers, employees, and contractors (three and nine months ended September 30, 2020 – nil and 396,000). The Company utilized the Black-Scholes option pricing model to initially fair value the stock options granted and included the following assumptions:

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VIQ Solutions Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Expressed in United States dollars)

10. Capital stock (continued)
Three and Nine months ended <br> September 30th, 2021 Three and Nine months ended<br> September 30th, 2020
--- --- ---
Omnibus Equity Incentive Plan Legacy Plans
Fair value (CAD) $7.29 $1.80
Share price (CAD) $8.93 $3.20
Exercise price (CAD) $8.84 - $8.93 $3.20
Expected volatility 81.60% 73.41%
Option life (years) 10.0 5.0
Expected dividends 0% 0%
Risk-free interest rate (based on government bonds) 1.38% 0.42%

As a result of measuring the Options classified as cash-settled share based payments related to the Omnibus Equity Incentive Plan at fair value, the Company recorded a gain of $501,974 for the three and nine months ended September 30, 2021 (three and nine months period ended September 30, 2020 - $nil). The significant inputs used in the Black-Scholes option pricing model were as follows:

Three and Nine months ended <br> September 30th, 2021 Three and Nine months ended<br> September 30th, 2020
Omnibus Equity Incentive Plan Legacy Plans
Fair value (CAD) $2.70 N/A
Share price (CAD) $3.72 N/A
Exercise price (CAD) $8.84 - $8.93 N/A
Expected volatility 83.02% N/A
Option life (years) 9.7 N/A
Expected dividends 0% N/A
Risk-free interest rate (based on government bonds) 1.51% N/A

During the three and nine months ended September 30, 2021, 25,000 and 203,333 options were exercised, respectively (three and nine months ended September 30, 2020 – 10,000 and 92,500, respectively) for proceeds of CAD$55,000 and CAD$312,833, respectively (three and nine months ended September 30, 2020 – CAD $14,500 and CAD $113,500, respectively). There were no stock options forfeited during the three and nine months ended September 30, 2021 (three and nine months ended September 30, 2020 – nil). There were 7,500 stock options that were expired during the three and nine months ended September 30, 2021 (three and nine months ended September 30, 2020 – nil)).

The following information applies to stock options outstanding and exercisable per the legacy plan as at September 30, 2021, along with their respective exercise prices and related weighted averaged remaining contractual life:

Range of exercise<br><br> prices <br>(CAD) Options<br><br> outstanding Weighted average<br><br> remaining<br><br> contractual life Weighted average<br><br> exercise price <br>(CAD) Options<br><br> exercisable Weighted average<br><br> exercise price <br>(CAD)
$2.10 – $4.20 25,833 0.2 years $4.14 25,833 $4.14
$4.40 – $6.40 97,000 0.9 years $4.92 97,000 $4.92
$2.84 - $6.00 141,250 2.3 years $3.28 141,250 $3.28
$2.20 - $3.10 247,017 3.0 years $2.44 247,017 $2.44
$3.13 396,000 3.8 years $3.13 264,000 $3.13
907,100 2.8 years $3.18 775,100 $3.19 
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VIQ Solutions Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Expressed in United States dollars)

10. Capital stock (continued)

The following information applies to stock options outstanding and exercisable per the Omnibus Equity Incentive plan as at September 30, 2021, along with their respective exercise prices and related weighted averaged remaining contractual life:

Range of exercise<br> prices (CAD) Weighted average<br><br> remaining<br><br> contractual life Weighted average<br> exercise price (CAD) Weighted average<br><br> exercise price <br>(CAD)
8.84 – 8.93 790,086 9.7 years 8.85 46,500 $8.84
790,086 9.7 years 8.85 46,500 $8.84

All values are in US Dollars.

Deferred Share Units Plan

In 2015, the Company established a Deferred Share Units (“DSUs”) Plan to provide non-employee directors to participate in the long-term success of the Company. DSUs are fully vested upon being granted.

The Board of Directors may grant DSUs (and the number of options to purchase shares described above) up to a maximum of 10% of common shares outstanding and up to a maximum of 100,000 units.

Maximum allowable grants under the Stock Option and DSU plans in aggregate as at September 30, 2021 were 2,987,862 (December 31, 2020 – 2,359,143) of which 1,697,186 were outstanding stock options, 66,667 were outstanding DSUs, and 176,699 were outstanding RSUs for a total of 1,940,552 (December 31, 2020 – 1,184,600).

The Company did not grant any DSU’s to Directors of the Company during the three and nine months ended September 30, 2021 (three and nine months ended September 30, 2020 – nil).

Restricted Share Units Plan

Under the Omnibus Equity Incentive Plan, the Company established a Restricted Share Units Plan. RSUs have a term not exceeding ten years when granted, can be fully vested or vest as follows:

• 1/3 after one year
• 1/3 after two years
--- ---
• 1/3 after three years
--- ---

During the three and nine months ended September 30, 2021, certain RSU granted included cash settlement alternatives at the discretion of the RSU holder, subject to the approval of the Company’s Plan Administrator. The RSU holder could elect to perform the following on the settlement date:

• acquire common shares of the Company on a 1:1 basis to vested<br>RSUs
• receive cash payment, net of withholding taxes, equal to vested<br>RSUs multiplied by the market price of common shares of the Company
--- ---
• acquire and receive a combination of common shares and cash<br>payment, respectively, as noted above
--- ---

Since the election and choice of settlement method lies with the RSU holder, which includes a cash settlement, the Company has recorded the associated RSU grants as a cash-settled share based-payment and recorded a share-based payment liability. During the three and nine months ended September 30, 2021, nil and 998,378 RSUs were granted, 842,861 RSUs were vested and 821,679 RSUs were exercised (December 31, 2020 – nil, nil and nil, respectively). As at September 30, 2021, the Company initially recorded a share based payment liability of $36,219 related to the RSUs that are deemed to be cash-settled share-based payments.

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VIQ Solutions Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Expressed in United States dollars)

10. Capital stock (continued)

The Company utilized the Black-Scholes option pricing model to initially fair value the RSUs granted and included the following assumptions:

Three and Nine months ended <br> September 30th, 2021 Three and Nine months ended <br> September 30th, 2020
Omnibus Equity Incentive Plan Legacy Plans
Fair value (CAD) $8.93 N/A
Share price (CAD) $8.93 N/A
Exercise price (CAD) N/A N/A
Expected volatility 81.58% N/A
Option life (years) 10.0 N/A
Expected dividends 0% N/A
Risk-free interest rate (based on government bonds) 1.38% N/A

As a result of measuring the RSUs classified as cash-settled share-based payments related to the Omnibus Equity Incentive Plan at fair value, the Company recorded a gain of $119,012 for the three and nine months ended September 30, 2021 (three and nine months period ended September 30, 2020 – $nil). The significant inputs used in the Black-Scholes option pricing model were as follows:

Three and Nine months ended <br> September 30th, 2021 Three and Nine months ended <br> September 30th, 2020
Omnibus Equity Incentive Plan Legacy Plans
Fair value (CAD) $3.72 N/A
Share price (CAD) $3.72 N/A
Exercise price (CAD) N/A N/A
Expected volatility 83.02% N/A
Option life (years) 9.7 N/A
Expected dividends 0% N/A
Risk-free interest rate (based on government bonds) 1.51% N/A

Share Appreciation Rights Plan

In 2015, the Company established a Share Appreciation Rights (“SARs”) plan for its Service Providers (as defined in VIQ’s SARs plan). The Company's SARs plan provides incentive compensation, based on the appreciation in the value of the Company’s shares, to the service providers, thereby providing additional incentive for their efforts in promoting the continued growth and success of the business of the Company. During the year ended December 31, 2018, the Company amended the outstanding SARs to extend the expiry of the SARs from December 31, 2018 to July 15, 2020, the date the SARs plan will expire. The aggregate number of units in respect of which SARs have been granted and not yet exercised, shall not at any time exceed 10% of the aggregate number of shares that are then issued and outstanding. The SARs units, which have a term not exceeding five years when granted and vest as follows:

• 1/3 at time of issue
• 1/3 after one year
--- ---
• 1/3 after two years
--- ---

At any time on or after the date when the trading price of one share is equal to or exceeds four times the fair value of one SARs unit at the grant date, the Company shall be entitled to require the disposition of the vested SARs units by the grantee to the Company, by the Company paying the bonus in cash to the grantee.

The value of each SARs unit when issued is based on the market price of the Company's stock on the date of grant.

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VIQ Solutions Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Expressed in United States dollars)

10. Capital stock (continued)

As at September 30, 2021, previously exercised SARs had a remaining share appreciation rights plan obligation balance of $nil (December 31, 2020 - $126,503).

11. Stock-based compensation

The total compensation expense relating to the value assigned to the stock options and RSUs granted to directors, officers, employees and contractors for the three and nine months ended September 30, 2021 was $859,119 and $7,632,906, respectively (three and nine months ended September 30, 2020 - $106,536 and $637,514, respectively) which was included in the stock-based compensation expense with a corresponding charge for the three and nine months period ended September 30, 2021 to contributed surplus of $33,014 and $6,636,358, respectively, and share based payment liability of $826,105 and $996,548, respectively. The share-based payment liability was offset by the gain recorded of $620,986 for the three and nine months ended September 30, 2021 (see Note 10).

12. Net loss per share
Three Months ended September 30, Nine Months ended September 30,
2021 2020<br> (note 2 (b)) 2021 2020<br> (note 2 (b))
Numerator for basic and diluted net loss per share:
Net loss for the period $ (3,859,505 ) $ (333,007 ) $ (16,024,956 ) $ (8,045,618 )
Denominator for basic net loss per share:
Weighted average number of common shares outstanding 26,359,517 18,494,247 25,292,160 17,321,476
Effect of potential dilutive securities – – – –
Adjusted denominator for diluted net loss per share 26,359,517 18,494,247 25,292,160 17,321,476
Basic net loss per share $ (0.15 ) $ (0.02 ) $ (0.63 ) $ (0.46 )
Diluted net loss per share $ (0.15 ) $ (0.02 ) $ (0.63 ) $ (0.46 )

For the three and nine months ended September 30, 2021, 2,085,146 and 4,058,198, respectively, of potentially dilutive common shares (three and nine months ended September 30, 2020 – 1,501,381 and 2,698,421, respectively) issuable upon the exercise of the conversion option related to convertible debt, warrants, deferred share units, and options were not included in the computation of loss per share because their effect was anti-dilutive.

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VIQ Solutions Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Expressed in United States dollars)

13. Supplemental cash flow information

Components of the net change in non-cash working capital are as follows:

Three Months ended September 30, Nine Months ended September 30,
2021 2020<br> (note 2 (b)) 2021 2020<br> (note 2 (b))
Trade and other receivables $ 741,540 $ (181,019 ) $ (542,722 ) $ (755,498 )
Inventories 12,382 $ - (13,367 ) 10,231
Prepaid expenses (1,275,388 ) $ (33,152 ) (1,639,853 ) (87,551 )
Trade and other payables 2,867,402 $ (1,207,732 ) 1,363,259 638,502
Contract liabilities and taxes 1,725 $ (279,475 ) (317,723 ) (320,392 )
Total $ 2,347,661 $ (1,701,378 ) $ (1,150,406 ) $ (514,708 )

Other supplemental cash flow information as follows:

Three Months ended September 30, Nine Months ended September 30,
2021 2020<br> (note 2 (b)) 2021 2020<br> (note 2 (b))
Cash received for interest $ 2,226 $ 286 $ 10,520 $ 688
Cash paid for interest 325,554 366,557 977,159 814,618
Taxes paid 113,853 - 113,853 -
14. Segmented financial information

The Company has determined it has two reportable business segments namely technology and related revenue and technology services. The technology segment, develops, distributes and licenses computer-based digital solutions based on its proprietary technology; and the technology service segment, provides recording and transcription services.

The Company’s reportable segments are strategic business segments that offer different products and/or services. These business segments work on different business models and operate autonomously. The Company does not segregate sales and associated costs by individual technology products. Accordingly, segmented information on revenue and associated costs is only provided for the full line of software solutions currently offered by the Company.

The Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer are the operating decision makers and regularly review our operations and performance by segment. They review segment gain (loss) as the key measure of profit for the purpose of assessing performance of each segment and to make decisions about the allocation of resources.

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VIQ Solutions Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Expressed in United States dollars)

14. Segmented financial information (continued)

Financial information by reportable business segment is as follows:

Three months ended September 30, 2021
Technology and<br><br> related revenue Technology<br><br> services Corporate Total
Consolidated income (loss)
Revenue $ 788,448 $ 6,297,909 $ - $ 7,086,357
Gross profit 775,172 2,866,926 – 3,642,098
Selling and administrative expenses 1,295,611 2,130,553 3,090,285 6,516,449
Stock-based compensation – – 859,119 859,119
Research and development expenses 317,546 – – 317,546
Depreciation and amortization 474,100 560,851 – 1,034,951
Foreign exchange (gain) loss (457,146 ) 11,168 – (445,978 )
Interest, accretion and other financing expense 5,972 294 559,641 565,907
Gain on contingent consideration – (80,252 ) – (80,252 )
Gain on revaluation of options – – (501,974 ) (501,974 )
Gain on revaluation of RSUs – – (119,012 ) (119,012 )
Gain on revaluation of the derivative warrant liability – – (763,499 ) (763,499 )
Restructuring costs 35,072 – – 35,072
Business acquisition costs – – 183,324 183,324
Other income (1,387 ) (839 ) – (2,226 )
Current income tax recovery – (42,562 ) – (42,562 )
Deferred income tax recovery – (55,262 ) – (55,262 )
Segment income (loss) (894,596 ) 342,975 (3,307,884 ) (3,859,505 )
Three months ended September 30, 2020
Technology and<br> related revenue Technology<br> services Corporate Total
Consolidated income (loss)
Revenue $ 712,015 $ 7,460,785 $ - $ 8,172,800
Gross profit 548,419 4,355,702 – 4,904,121
Selling and administrative expenses 665,656 862,525 1,165,637 2,693,818
Stock-based compensation – – 106,536 106,536
Research and development expenses 324,174 – – 324,174
Depreciation and amortization 756,425 604,110 – 1,360,535
Foreign exchange loss 37,427 (15,718 ) – 21,709
Interest, accretion and other financing expense 7,151 – 681,740 688,891
Gain on revaluation of conversion feature liability – (16,407 ) (16,407 )
Gain on contingent consideration – (87,071 ) (87,071 )
Other income – (286 ) (297 ) (583 )
Current income tax expense – 228,418 – 228,418
Deferred income tax recovery – (82,892 ) – (82,892 )
Segment income (loss) $ (1,242,414 ) $ 2,846,616 $ (1,937,209 ) $ (333,007 ) 
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VIQ Solutions Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Expressed in United States dollars)

14. Segmented financial information (continued)
Nine Months ended September 30, 2021
Technology and<br><br> related revenue Technology<br><br> services Corporate Total
Consolidated income (loss)
Revenue $ 3,375,891 $ 20,156,500 $ – $ 23,532,391
Gross profit 3,215,267 8,425,745 – 11,641,012
Selling and administrative expenses 5,008,334 4,617,294 4,382,977 14,008,605
Stock-based compensation – – 7,632,906 7,632,906
Research and development expenses 817,219 – – 817,219
Depreciation and amortization 1,534,839 1,936,590 – 3,471,429
Foreign exchange loss (89,167 ) 11,915 – (77,252 )
Interest, accretion and other financing expense 18,863 2,222 1,731,496 1,752,581
Gain on contingent consideration – (66,977 ) (66,977 )
Gain on revaluation of options – – (501,974 ) (501,974 )
Gain on revaluation of RSUs – – (119,012 ) (119,012 )
Gain on revaluation of the derivative warrant liability – – (763,499 ) (763,499 )
Restructuring costs 275,416 119,908 – 395,324
Business acquisition costs – – 183,324 183,324
Other income (9,436 ) (1,084 ) – (10,520 )
Current income tax recovery – (41,204 ) – (41,204 )
Deferred income tax expense – 985,018 – 985,018
Segment income (loss) (4,340,801 ) 862,063 (12,546,218 ) (16,024,956 )
Consolidated balance sheet
Total segment assets $ 30,882,062 $ 20,409,718 $ - $ 51,291,780
Total segment current liabilities 3,777,162 8,493,778 – 12,270,940
Total segment non-current liabilities – 1,867,789 11,683,979 13,551,768 
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VIQ Solutions Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Expressed in United States dollars)

14. Segmented financial information (continued)
Nine Months ended September 30, 2020
Technology and<br> related revenue Technology<br> services Corporate Total
Consolidated income (loss)
Revenue $ 2,259,108 $ 21,714,911 $ - $ 23,974,019
Gross profit 1,600,704 11,583,588 – 13,184,292
Selling and administrative expenses 2,583,869 3,107,261 2,470,454 8,161,584
Stock-based compensation – – 637,514 637,514
Research and development expenses 786,032 – – 786,032
Depreciation and amortization 1,625,719 2,012,496 – 3,638,215
Foreign exchange loss (245,480 ) (39,711 ) – (285,191 )
Interest, accretion and other financing expense 21,197 – 5,303,225 5,324,422
Loss on revaluation of conversion feature liability – – 1,175,145 1,175,145
Loss on repayment of long-term debt – – 1,290,147 1,290,147
Gain on contingent consideration – (87,071 ) (87,071 )
Other income – (688 ) – (688 )
Current income tax expense – 672,693 672,693
Deferred income tax recovery – (82,892 ) – (82,892 )
Segment income (loss) $ (3,170,633 ) $ 6,001,500 $ (10,876,485 ) $ (8,045,618 )
Consolidated balance sheet
Total segment assets $ 8,284,665 $ 25,762,829 $ - $ 34,047,494
Total segment current liabilities 1,908,247 9,257,724 448,612 11,614,583
Total segment non-current liabilities – 14,414,151 158,416 14,572,567

Property and equipment are located in the following countries:

September 30, 2021 December 31, 2020
Canada $ 120,771 $ 120,511
Australia 53,103 95,324
United Stated 7,634
$ 181,508 $ 215,835
15. Revenue

The Company generates revenue primarily from the delivery of technology transcription services to its customers. Revenue from contracts with customers is disaggregated by primary geographical market, major products and services and timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue with the Company’s reportable segments (note 14).

Primary geographical markets Three months ended September 30, Nine months ended September 30,
2021 2020 2021 2020
United States $ 4,807,873 $ 5,795,047 $ 14,489,821 $ 17,171,458
Australia 2,040,134 2,187,832 6,992,012 6,222,403
United Kingdom 169,241 66,172 1,376,115 298,692
Canada 5,964 87,717 113,831 184,302
Other 63,145 36,032 560,612 97,164
Total $ 7,086,357 $ 8,172,800 $ 23,532,391 $ 23,974,019 
| Page 24 |

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VIQ Solutions Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Expressed in United States dollars)

15. Revenue (continued)
Major products / service lines Three months ended September 30, Nine months ended September 30,
--- --- --- --- --- --- --- --- --- ---
2021 2020 2021 2020
Technology services $ 6,294,555 $ 7,401,023 $ 19,822,115 $ 21,380,231
Software licenses 82,052 162,722 1,344,808 793,382
Support and maintenance 394,352 372,343 1,395,008 1,088,646
SaaS 82,590 11,578 161,282 32,216
Professional services 109,315 72,521 406,334 123,498
Hardware 130,567 147,505 366,743 532,930
Other (7,074 ) 5,108 36,101 23,116
Total $ 7,086,357 $ 8,172,800 $ 23,532,391 $ 23,974,019

The Company had one customer who contributed greater than 10 percent of consolidated total revenues during the period ended September 30, 2021 (2020 – one customer). During the period ended September 30, 2021, this customer comprised 11.7 percent of consolidated revenue (2020 – two customers, 11.3 percent and 11 percent).

16. Expenses by nature

Expenses incurred by nature are as follows:

Three Months ended September 30, Nine Months ended September 30,
2021 2020<br> (note 2 (b)) 2021 2020<br> (note 2 (b))
Employee and contractor expenses (note 17) $ 6,706,697 $ 5,123,986 $ 26,040,593 $ 16,469,451
Inventory, materials and other cost of sales 188,445 171,047 963,747 669,834
Depreciation and amortization 1,034,951 1,360,535 3,471,429 3,638,215
Facilities 124,758 73,944 316,623 233,731
Professional and consulting fees 2,404,312 437,866 3,440,641 1,024,209
Investor relations and other shareholder expenses 266,952 74,126 649,291 215,843
Bad debt 239,970 7,148 345,183 7,148
Marketing and advertising/promotion expenses 120,545 69,041 199,399 151,813
Software license and IT expenses 382,462 286,186 1,089,190 920,173
Telephone and internet 60,131 57,529 198,129 225,262
Travel 45,259 (7,314 ) 101,179 84,350
Insurance 219,033 39,009 295,943 74,618
Office, administrative, and other operating expenses 378,809 60,639 710,191 298,426
Foreign exchange (gain) loss (445,978 ) 21,709 (77,252 ) (285,191 )
Total $ 11,726,346 $ 7,775,451 $ 37,744,286 $ 23,727,882 
| Page 25 |

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VIQ Solutions Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Expressed in United States dollars)

17. Employee benefit expense

Expenditures for employee benefits are as follows:

Three Months ended September 30, Nine Months ended September 30,
2021 2020<br> (note 2 (b)) 2021 2020<br> (note 2 (b))
Salaries and wages and employee benefits $ 1,798,584 $ 2,151,082 $ 6,730,625 $ 7,661,895
Contract labour 3,633,219 2,677,218 11,032,574 7,457,643
Stock-based compensation 859,119 93,785 7,632,906 637,514
Other staff expense 415,775 201,901 644,488 712,399
Total $ 6,706,697 $ 5,123,986 $ 26,040,593 $ 16,469,451
18. Lease obligations
--- ---

Below is a summary of the activity related to our lease liabilities for the three and nine months ended September 30, 2021 and 2020:

Three Months ended September 30, Nine Months ended September 30,
2021 2020 2021 2020
Lease liabilities, beginning of period $ 267,500 $ 597,177 $ 354,199 $ 689,644
Additions - - - 12,199
Acquired leases through acquisition - - - 44,725
Interest on lease liabilities 6,266 16,386 21,085 44,181
Interest payments on lease liabilities (6,266 ) (16,386 ) (21,085 ) (44,181 )
Principal payments of lease liabilities (20,428 ) (68,620 ) (126,383 ) (263,221 )
Adjustments - (65,010 ) - (5,207 )
Foreign exchange difference (995 ) 10,252 18,261 (4,341 )
Lease obligations, end of period $ 246,077 $ 473,799 $ 246,077 $ 473,799
Less: current portion of lease obligations (48,403 ) (233,666 ) (48,403 ) (233,666 )
Long-term lease obligations $ 197,674 $ 240,133 $ 197,674 $ 240,133

The Company and its subsidiaries have entered into agreements to lease office premises until 2025. The annual rent expenses for premises consist of minimum rent and does not include variable costs. The minimum payments under all agreements are as follows:

2021 $ 30,339
2022 112,693
2023 96,920
2024 72,949
2025 62,871
$ 375,772
19. Risk management for financial instruments
--- ---

Fair values

The estimated fair values of cash, trade and other receivables, restricted cash, trade and other payables, and share appreciation rights plan obligations approximate their carrying values due to the relatively short-term nature of the instruments. The estimated fair values of current and long-term debt and obligations under finance lease also approximate carrying values due to the fact that effective interest rates are not significantly different from market rates.

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VIQ Solutions Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Expressed in United States dollars)

19. Risk management for financial instruments (continued)

Fair value measurements recognized in the consolidated balance sheets must be categorized in accordance with the following levels:

· Level 1: quoted prices (unadjusted) in active<br>markets for identical assets or liabilities;
· Level 2: inputs other than quoted prices included<br>in level 1 that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
--- ---
· Level 3: inputs for the asset or liability that<br>are not based on observable market data (unobservable inputs).
--- ---

The Company’s financial instruments carried at fair value on the consolidated balance sheets consist of cash and restricted cash. Cash and restricted cash are valued using quoted market prices (Level 1). Share appreciation rights and the conversion feature derivative liability are categorized using observable market inputs (Level 2). The Company did not value any financial instruments using valuation techniques based on non-observable market inputs (Level 3) As at September 30, 2021.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s approach in managing liquidity is to ensure, to the extent possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, by continuously monitoring actual and budgeted cash flows.

The Company has sustained losses over the last number of periods and has financed these losses mainly through a combination of equity and debt offerings. Management believes that it has raised sufficient cash to meet all of its contractual debt that is coming due in 2021 and has the ability to fund any operating losses that may occur in the upcoming periods.

Credit risk

Credit risk arises from the potential that a customer or counterparty will fail to perform its obligations. The Company is exposed to credit risk from its customers; however, the Company has a significant number of customers, minimizing the concentration of credit risk. Further, a large majority of the Company’s customers are economically stable organizations such as government agencies or departments with whom the Company transacts with on a regular basis, further reducing the overall credit risk.

Historically, the Company has suffered losses under trade receivables. In order to minimize the risk of loss from trade receivables, the Company’s extension of credit to customers involves review and approval by senior management and conservative credit limits for new or higher risk accounts.

The Company reviews its trade receivable accounts regularly and writes down these accounts to their expected realizable values, by making an allowance for expected credit losses, as soon as the account is determined not to be fully collectible. The allowance is recorded as an expense in the consolidated statements of loss and comprehensive loss. Shortfalls in collections are applied against this provision. Estimates for allowance for expected credit losses are determined by a customer-by-customer evaluation of collectability at each balance sheet reporting date, taking into account the amounts that are past due and any available relevant information on the customers’ liquidity and going concern issues. Normal credit terms for amounts due from customers call for payment within 30 to 60 days.

The Company’s exposure to credit risk for trade receivables by geographic area was as follows:

September 30, 2021 December 31, 2020
United States 60 % 65 %
United Kingdom 18 % 16 %
Australia 14 % 17 %
Rest of world 8 % 2 %
100 % 100 % 
| Page 27 |

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VIQ Solutions Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Expressed in United States dollars)

19. Risk management for financial instruments (continued)

The activity of the allowance for doubtful accounts provision is as follows:

September 30, 2021 December 31, 2020
Beginning of period $ 123,338 $ 902,215
Add: provision for allowance for doubtful accounts 324,188 18,116
Less: write-offs (94,080 ) (815,817 )
Foreign exchange adjustments 4,009 18,824
Expected credit loss – end of period $ 357,455 $ 123,338

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company’s interest rate risk is primarily related to the Company’s interest-bearing debts on its consolidated balance sheet. The Company does not have a material amount of long-term debt with variable interest rates, thereby minimizing the Company’s exposure to cash flow interest rate risk.

Foreign currency risk

Foreign currency risk arises because of fluctuations in exchange rates. The Company conducts a significant portion of its business activities in foreign currencies, primarily the U.S. and Australian dollars and Great Britain pounds with a large portion of the Company’s sales and operating costs being realized in these foreign currencies. The Company’s objective in managing its foreign currency risk is to minimize its net exposure to foreign currency cash flows by transacting, to the greatest extent possible, with third parties in Canadian, U.S. and Australian dollars.

The financial assets and liabilities that are denominated in foreign currencies will be affected by changes in the exchange rate between the United States dollar and these foreign currencies. This primarily includes cash, restricted cash, trade and other receivables, trade and other payables, provisions and obligations under finance lease which were denominated in foreign currencies.

The Company’s Australian subsidiaries have a majority of revenue and expenses being transacted in Australian dollars. As of September 30, 2021, fluctuations of the Australian dollar relative to the United States dollar of 5% would result in an exchange gain or loss on the net financial assets, impacting the Company’s comprehensive income by approximately $19,000 (2020 – $18,000).

The Company’s computer products and services operations are exposed to exchange rate changes in the U.S. dollar relative to the Canadian dollar since a substantial portion of this business unit’s sales are denominated in U.S. dollars with most of the related expenses in Canadian dollars. A 5% fluctuation of the U.S. dollar would result in an exchange gain or loss on the net financial assets of approximately $90,000 (2020 – $20,000) as at September 30, 2021.

The Company’s computer products and services operations are exposed to exchange rate changes in the Great Britain pound relative to the United States dollar since a portion of this business unit’s sales are denominated in Great Britain pounds with most of the related expenses in United States dollars. A fluctuation of the Great Britain pound of 5% would result in an exchange gain or loss on the net financial assets of approximately $5,000 (2020 – $nil) as at September 30, 2021.

The Company does not currently use foreign exchange contracts to hedge its exposure of its foreign currencies cash flows as management has determined that this risk is not significant at this point in time. The Company recognized a foreign exchange gain from operations of $445,978 and $77,252 for the three and nine months ended September 30, 2021, respectively (three and nine months ended September 30, 2020 – foreign exchange loss of $21,709 and foreign exchange gain of $285,191 respectively).

| Page 28 |

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VIQ Solutions Inc.

Notes to Interim Condensed Consolidated Financial Statements

(Expressed in United States dollars)

19. Risk management for financial instruments (continued)

Capital management

The Company considers its capital structure to consist of shareholders’ equity, long-term debt and convertible debt. The Company’s objective in managing capital is to ensure sufficient liquidity to pursue its organic growth strategy, fund research and development and undertake selective acquisitions, while at the same time taking a conservative approach toward financial leverage and management of financial risk.

20. Subsequent events

On October 1, 2021, the Company acquired 100% of the issued and outstanding shares of The Transcription Agency (“TTA”). The purchase price paid for the TTA acquisition was approximately $1.7 million, with approximately $0.85 million paid in cash on closing and approximately $0.85 million to be paid through a deferred payment structure over the next six months after transaction close.  TTA is a leading supplier of secure outsourced transcription services to clients in private and public sectors throughout the United Kingdom. The acquisition positions VIQ to provide localized services to government agencies and will provide synergies with VIQ’s existing business. VIQ funded the acquisition by utilizing cash on hand. The assessment of the purchase price and the accounting for this acquisition has not yet been finalized and certain IFRS 3 disclosures have not been included due to the timing of the acquisition.

On October 12, 2021, the Company entered into a definitive purchase agreement to acquire the assets of Auscript Australasia Pty Ltd (“Auscript”), the leading supplier of secure recording and transcription services for courts and law firms throughout Australia. The Company will acquire Auscript for a total purchase price of approximately $7.65 million. The proposed acquisition is expected to close in the fourth quarter of 2021, subject to the satisfaction of regulatory approvals and other customary closing conditions.

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Exhibit 99.3

VIQ Solutions Inc.

Q3 2021 Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Expressed in United States dollars)

https://viqsolutions.com/

VIQ Solutions Inc.

VIQ Solutions Inc.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Three and Nine Months ended September 30, 2021

The following Management’s Discussion and Analysis (“MD&A”) comments on the financial condition and results of operations of VIQ Solutions Inc. for the three months and nine months ended September 30, 2021. The information contained herein should be read in conjunction with the Q3 2021 unaudited condensed consolidated interim financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”), IAS 34, Interim Financial Reporting and International Financial Reporting Interpretations Committee (“IFRIC”) interpretations, as issued by the International Accounting Standards Board (“IASB”). This MD&A should also be read in conjunction with our annual MD&A and audited financial statements for the years ended December 31, 2020 and 2019, which we prepared in accordance with IFRS and are available on SEDAR at www.sedar.com and filed as Exhibit to the Registration Statement on Form F-10 at EDGAR at www.sec.gov/edgar.

Certain information included herein is forward-looking and based upon assumptions and anticipated results that are subject to uncertainties. Should one or more of these uncertainties materialize or should the underlying assumptions prove incorrect, actual results may vary significantly from those expected. See “Forward-Looking Statements” and “Risk Factors”. The information in this discussion is provided as of November 9, 2021 unless we indicate otherwise.

Unless the context otherwise requires, all references to “VIQ”, “Company”, “VIQ Solutions”, “our”, “us”, and “we” refer to VIQ Solutions Inc. and its subsidiaries. Additional information regarding the Company including in its annual information form for its fiscal year ended December 31, 2020, is available on SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar.

As a result of the Company’s graduation to the Toronto Stock Exchange (the “TSX”), trading of VIQ shares on the TSX Venture Exchange (the “TSX-V”) ceased after January 20, 2021. VIQ’s shares were delisted from the TSX-V at the commencement of trading on the TSX. The trading symbol for the common shares of VIQ on TSX remained unchanged as “VQS”. VIQ’s common shares commenced trading on the Nasdaq under the symbol “VQS” on August 12, 2021.

All amounts herein are presented in United States dollars, unless otherwise indicated.

Forward-looking Statements

This MD&A contains forward-looking statements about our achievements, the future success of our business and technology strategies, performance, goals and other future events. Management’s assessment of future plans and operations, cash flows, methods of financing and the ability to fund financial liabilities, and the timing of and impact of adoption of IFRS and other accounting policies may constitute forward-looking statements under applicable securities laws and necessarily involve risks including, without limitation, the risks identified below.

As a consequence, the Company’s actual results may differ materially from those expressed in, or implied by, the forward-looking statements. Forward-looking statements or information are based on a number of factors and assumptions which have been used to develop such statements and information, but which may prove to be incorrect. Although VIQ Solutions 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 the Company 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 document and other documents filed by the Company, assumptions have been made regarding, among other things: the impact of increasing competition; the general stability of the economic and political environment in which VIQ Solutions operates, including significant changes in demand from our clients as a result of the impact of a global economic crisis and capital markets weakness; the risk of potential non-performance by counterparties, including but not limited to, clients and suppliers, during uncertain economic conditions; our dependence on a limited number of clients; our dependence on industries affected by rapid technological change; our ability to successfully manage our operations internationally including in the United Kingdom, Australia and the United States; the challenge of managing our financial exposures to foreign currency fluctuations; our ability to obtain qualified staff and services in a timely and cost-efficient manner; our ability to obtain financing on acceptable terms including anticipated sources of funding of working capital and financial losses which may include securing credit facilities, accessing new equity, corporate acquisitions or business combinations or joint venture arrangements; the ability to secure new contracts on terms acceptable to the Company; the ability to successfully develop new products; the Company's ability to effectively register, for protection, its new and existing products in certain jurisdictions; the Company's ability to protect new and existing products from proprietary infringement by third parties and its ability to effectively enforce such proprietary infringements; taxes in the jurisdictions in which the Company operates, including Canada, the United Kingdom, Australia and the United States; and VIQ Solutions' ability to successfully market its products. Readers are cautioned that the foregoing list of factors is not exhaustive.

| Management Discussion & Analysis | Page 1 |

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VIQ Solutions Inc.

VIQ Solutions Inc.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Three and Nine Months ended September 30, 2021

The purpose of the forward-looking statements is to provide the reader with a description of management’s expectations regarding the Company’s 2021 outlook and may not be appropriate for other purposes. Readers are encouraged to read the section entitled “Risk Factors” in this MD&A for a broader discussion of the factors that could affect our future performance. Furthermore, the forward-looking statements contained in this document are made as at the date of this document and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

Non-IFRS Measures

The Company prepares its financial statements in accordance with IFRS. Non-IFRS measures are used by management to provide additional insight into our performance and financial condition. We believe non-IFRS measures are an important part of the financial reporting process and are useful in communicating information that complements and supplements the consolidated financial statements. This MD&A also includes certain measures which have not been prepared in accordance with IFRS such as, Adjusted EBITDA. “Adjusted EBITDA” is a non-IFRS financial measure and is not a standardized financial measure under the financial reporting framework used to prepare the financial statements of the Company and accordingly might not be comparable to similar financial measures disclosed by other issuers. To evaluate the Company’s operating performance as a complement to results provided in accordance with IFRS, the term “Adjusted EBITDA”, as defined by management, refers to net income (loss) before adjusting earnings for stock-based compensation, depreciation, amortization, interest expense, accretion and other financing costs, (gain) loss on revaluation of conversion feature liability, loss on repayment of long-term debt, gain on revaluation of options, gain on revaluation of restricted share units (“RSUs”), gain on revaluation of derivative warrant liability, restructuring costs, business acquisition costs, other expense (income), foreign exchange (gain) loss, current and deferred income tax expense (recovery). We believe that the items excluded from Adjusted EBITDA are not connected to and do not represent the operating performance of the Company.

The Corporation believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate its operating performance. We believe that Adjusted EBITDA is useful supplemental information as it provides an indication of the results generated by the Company’s main business activities prior to taking into consideration how those activities are financed and taxed as well as expenses related to stock-based compensation, depreciation, amortization, restructuring costs, acquisition, other expense (income), and foreign exchange (gain) loss. Accordingly, we believe that this measure may also be useful to investors in enhancing their understanding of the Company’s operating performance.

| Management Discussion & Analysis | Page 2 |

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VIQ Solutions Inc.

VIQ Solutions Inc.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Three and Nine Months ended September 30, 2021

The data presented is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Investors are cautioned that Adjusted EBITDA should not be construed as an alternative to net income (loss) as determined in accordance with IFRS. These non-IFRS measures should be read in conjunction with the financial statements of the Company. For a description of the methodology used to calculate these non-IFRS measures, see under the heading “Reconciliation of Non-IFRSMeasures” below.

Overview

VIQ Solutions combines artificial intelligence driven voice and video capture technology and services to securely manage digital content in the most rigid security environments including courts, law enforcement, insurance, conferencing and media.

We help our cybersecurity focused clients securely speed the capture, creation, and management of large volumes of information, preserve the unique value of the spoken word and video image, and deliver meaningful data our security focused customers can utilize.

The Company is a global market leader in the capture, management, and transformation of sensitive digital evidence. We enable our 1,300+ clients’ digital transformation by implementing cybersecure capture solutions, driving the migration to cloud solutions, enabling hybrid technology services with human to machine workflow, and employing Artificial Intelligence (“AI”) tools such as speech recognition, sentiment analysis, market specific lexicon and algorithms.

Revenue

The recurring nature of our revenue base is a key indication of performance. The majority of our revenue is tied to major contracts and is expected to remain the same or increase in terms of the overall contribution to the Company. Also, these customers are tied to government entities and multinational Fortune 500 companies that provide little to no credit risk and accordingly provide a reliable revenue stream.

We continue to invest globally in sales, marketing and business development to continue to diversify across segments, industries and geographies building awareness in our global brand to increase the future revenue growth of the Company.

Our revenue consists primarily of technology services, software license fees, support and maintenance and other recurring fees, professional service fees, and hardware sales. Technology service revenue consists of fees charged for recurring transcription services provided to our customers. Software license revenue is comprised of license fees charged for the use of our software products generally licensed under perpetual arrangements and to a lesser extent sale of third party software licenses. These license sales are more variable and unpredictable in nature as the purchase decision and its timing fluctuate with the customers needs and budgets. Support and maintenance and other recurring revenue primarily consist of fees charged for customer support on our software products post-delivery and, to a lesser extent, recurring fees derived from software-as-a-service arrangements. Professional service revenue consists of fees charged for customization, implementation, integration, training and ongoing services associated with our software products and technology services. Hardware revenue includes the resale of third party hardware that forms part of our customer solutions. Occasionally our customers may purchase a combination of software, maintenance, professional services and hardware, although the type, mix and quantity vary by customer and by product.

Cost of Sales

Cost of sales consists primarily of staff costs, professional services and the cost of hardware and third-party licenses to fulfill customer arrangements.

| Management Discussion & Analysis | Page 3 |

| --- | --- |

VIQ Solutions Inc.

VIQ Solutions Inc.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Three and Nine Months ended September 30, 2021

Selling and Administrative Expenses

Selling and administrative expenses consist primarily of personnel and related costs for our sales and marketing functions, including salaries and benefits, contract acquisition costs including commissions earned by sales personnel, direct marketing campaigns, public relations and other promotional activities. Selling and administrative expenses also consist primarily of personnel and related costs associated with the administrative functions of our business including corporate, finance, and internal information system support as well as legal, accounting, other professional fees, investor relations, occupancy costs and insurance.

Research and Development Expenses

Research and development expenses include personnel and related costs for ongoing research, development and product management initiatives.

Key Operating Highlights duringthe three and nine months ended September 30, 2021

· Total<br>revenue for the three months ended September 30, 2021 was $7,086,357, a decrease of $1,086,443 or 13% from $8,172,800 recognized in the<br>comparative period in 2020. Total revenue for the nine months ended September 30, 2021 was $23,532,391, a decrease of $441,628 or 2%<br>from $23,974,019 recognized in the comparative period in 2020.
· Gross margin for the three months ended September<br>30, 2021 was $3,642,098 representing 51% of revenue versus 60% of revenue in the comparative period in 2020. Gross margin for the nine<br>months ended September 30 was $11,641,012 representing 49% of revenue, a decrease of $1,543,279 from $13,184,291 of gross margin recognized<br>in the comparative period in 2020 representing 55% of revenue.
--- ---
· Adjusted EBITDA for the three months ended September<br>30, 2021 was a deficit of $3,111,645, a decrease of $5,084,845, or 258% from an Adjusted EBITDA of $1,973,200^1^ recognized<br>in the comparative period in 2020. Adjusted EBITDA for the nine months ended September 30, 2021 was a deficit of $3,117,835, a decrease<br>of $7,441,581, or 172% from an Adjusted EBITDA of $4,323,746^1^ recognized in the comparative period in 2020. The decrease in<br>Adjusted EBITDA was driven primarily by professional service fees and reduction in COVID-19 subsidies compared to 2020.
--- ---
· Net loss for the three months ended September<br>30, 2021 was $3,859,505, an increase of $3,526,498 or 1,059% from a net loss of $333,007 recognized in the comparative period in 2020.<br>Net loss for the nine months ended September 30, 2021 was $16,024,956, an increase of $7,979,338 or 99% from a net loss of $8,045,618<br>recognized in the comparative period in 2020.
--- ---

Results of Operations

Key performance indicators that we use to manage our business and evaluate our financial results and operating performance include: revenue, expenses, Adjusted EBITDA, and net income (loss). We evaluate our performance on these metrics by comparing our actual results to management budgets, forecasts, and prior period performance.

Certain comparative figures have been updated for the three and nine months ended September 30, 2020 for immaterial adjustments related to the revaluation of the conversion feature as well as the repayment of long-term debt (for the three months ended September 30, 2020 accretion interest expense decreased by $12,855 and for the nine months ended September 30, 2020 accretion expense increased by $147,652, loss on revaluation of conversion feature increased by $700,741 and depreciation and amortization decreased $90,541).The following table sets forth a summary of our results of operations for the three months and nine months ended September 30, 2021 and 2020:

^1^ Adjusted EBITDA for the three and nine months ended Q3 2020, as reported, was $1,886,129 and $4,236,675 respectively which included an $87,071 adjustment for gain on contingent consideration. This adjustment has not been included for Q3 2021 and comparative purposes.

| Management Discussion & Analysis | Page 4 |

| --- | --- |

VIQ Solutions Inc.

VIQ Solutions Inc.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Three and Nine Months ended September 30, 2021

Unaudited

Three<br> months ended<br>  September 30 Period<br> over Period Change Nine<br> months ended<br> September 30 Period<br> over Period Change
2021 2020 % 2021 2020 %
Revenue 7,086,357 8,172,800 ) (13 ) 23,532,391 23,974,019 ) (2 )
Cost<br> of sales 3,444,259 3,268,679 5 11,891,379 10,789,728 10
Gross<br> profit 3,642,098 4,904,121 ) (26 ) 11,641,012 13,184,291 ) (12 )
Operating<br> Expenses
Selling<br> and administrative expenses 6,516,449 2,693,818 142 14,008,605 8,161,584 72
Research<br> and development expenses 317,546 324,174 ) (2 ) 817,219 786,032 4
Gain<br> on contingent consideration (80,252 ) (87,071 ) (8 ) (66,977 ) (87,071 ) (23 )
Total<br> Operating expenses 6,753,743 2,930,921 130 14,758,847 8,860,545 67
Adjusted<br> EBITDA (1) (3,111,645 ) 1,973,200 ) (258 ) (3,117,835 ) 4,323,746 ) (172 )
Stock-based<br> compensation 859,119 106,536 706 7,632,906 637,514 1,097
Depreciation 45,736 144,290 ) (68 ) 189,392 347,363 ) (45 )
Amortization 989,215 1,216,245 ) (19 ) 3,282,037 3,290,852 ) (0 )
Interest<br> expense 329,598 371,699 ) (11 ) 996,611 4,442,669 ) (78 )
Accretion<br> and other financing expense 236,309 317,192 ) (25 ) 755,970 881,752 ) (14 )
(Gain)<br> Loss on revaluation of conversion feature liability - (16,407 ) (100 ) - 1,175,145 ) 100
Loss<br> on repayment of long-term debt - - - - 1,290,147 ) (100 )
Gain<br> on revaluation of options (501,974 ) - ) - (501,974 ) - ) -
Gain<br> on revaluation of RSUs (119,012 ) - ) - (119,012 ) - ) -
Gain<br> on revaluation of the derivative warrant liability (763,499 ) - ) - (763,499 ) - ) -
Restructuring<br> Costs 35,072 - - 395,324 - -
Business<br> acquisition costs 183,324 - - 183,324 - -
Other<br> income (2,226 ) (583 ) ) 282 (10,520 ) (688 ) ) 1,429
Foreign<br> exchange (gain) loss (445,978 ) 21,709 ) (2,154 ) (77,252 ) (285,191 ) (73 )
Loss<br> before income taxes (3,957,329 ) (187,481 ) ) 2,011 (15,081,142 ) (7,455,817 ) ) 102
Current<br> income tax recovery (expense) 42,562 (228,418 ) (119 ) 41,204 (672,693 ) (106 )
Deferred<br> income tax recovery (expense) 55,262 82,892 ) (33 ) (985,018 ) 82,892 ) (1,288 )
Income<br> tax recovery (expense) 97,824 (145,526 ) (167 ) (943,814 ) (589,801 ) ) 60
Net<br> Loss (3,859,505 ) (333,007 ) ) 1,059 (16,024,956 ) (8,045,618 ) ) 99
Weighted<br> average number of common shares outstanding
Basic 26,359,517 18,494,247 25,292,160 17,321,476
Diluted 26,359,517 18,494,247 25,292,160 17,321,476
Net<br> income (loss) per share
Basic (0.15 ) (0.02 ) (0.63 ) (0.46 )
Diluted (0.15 ) (0.02 ) (0.63 ) (0.46 )

All values are in US Dollars.

(1) Adjusted EBITDA is earnings before stock-based compensation,<br>depreciation, amortization, interest expense, accretion and other financing expense, loss on revaluation of conversion feature liability,<br>loss on repayment of long-term debt, gain on revaluation of options, RSUs, and derivative warrant liability, restructuring costs, business<br>acquisition costs, other expense (income), foreign exchange (gain) loss, and current and deferred income tax expense (recovery), is a<br>non-IFRS measure. Please refer to the section entitled “Non-IFRS Measures.” 
| Management Discussion & Analysis | Page 5 |

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VIQ Solutions Inc.

VIQ Solutions Inc.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Three and Nine Months ended September 30, 2021

Comparison of the three month and nine monthperiods ended September 30, 2021 and 2020

Revenue

Total revenue for the three months ended September 30, 2021 was $7,086,357, a decrease of $1,086,443, or 13%, from $8,172,800 recognized in the comparative period in 2020. Total revenue for the nine months ended September 30, 2021 was $23,532,391, a decrease of $441,628, or 2%, from $23,974,019 recognized in the comparative period in 2020. The decrease in revenue for the three and nine months ended September 30, 2021 is primarily due to slower recovery in the U.S.A. from COVID-19 resulting in lower transcription revenue mostly from the media and criminal justice verticals and due to extended shutdown in Australia.

Cost of Sales

Cost of Sales for the three months ended September 30, 2021 increased by $175,580, or 5%, to $3,444,259, from $3,268,679 for the comparative period in 2020. Cost of Sales for the nine months ended September 30, 2021 increased by $1,101,651, or 10%, to $11,891,379, from $10,789,728 for the comparative period in 2020. The increase in cost of sales is primarily due to reduction of COVID-19 wage subsidies and higher operating costs due to labour shortages in the three and nine months period ended September 30, 2021. During the three months ended September 30, 2021, the Company received $336,691 of COVID-19 wage subsidies vs. $1,439,134 received in the comparative period in 2020. During the nine months ended September 30, 2021, the Company received $673,281 of COVID-19 subsidies vs. $2,830,986 received in the comparative period in 2020. In addition, labour shortages in the U.S. drove operating costs higher despite reduced volumes during the periods.

Gross Profit

Gross profit for the three months ended September 30, 2021 decreased by $1,262,023, or 26%, to $3,642,098, from $4,904,121, for the comparative period in 2020. Gross profit for the nine months ended September 30, 2021 decreased by $1,543,279, or 12%, to $11,641,012, from $13,184,191, for the comparative period in 2020. The decrease in gross profit is primarily due to reduction in COVID-19 wage subsidies received and higher operating costs due to labour shortages in the three and nine months period ended September 30, 2021 and reduction in revenue due to delayed revenue from customer contracts resulting from COVID-19 impact.

Selling and Administrative Expenses

Selling and Administrative expenses for the three months ended September 30, 2021 increased by $3,822,631, or 142%, to $6,516,449, from $2,693,818, for the comparative period in 2020. Selling and Administrative expenses for the nine months ended September 30, 2021 increased by $5,847,021, or 72%, to $14,008,605, from $8,161,584, for the comparative period in 2020. The Company has taken appropriate measures to manage selling and administrative expenses in conjunction with the negative organic growth resulting from COVID-19. The increase in Selling and Administrative expenses was primarily due to professional service fees and listing fees for the TSX and Nasdaq. In addition, Selling and Administrative expenses includes full nine-month period of costs incurred from Q1 2020 acquisitions compared to only part of the comparative period in 2020 as well as an overall increase in salary costs in 2021. Selling and Administrative expenses for the three months ended September 30, 2021 was reduced by $426,536 for COVID-19 wage subsidies vs. $570,606 in the comparative period in 2020. Selling and Administrative expenses for the nine months ended September 30, 2021 was reduced by $988,531 for COVID-19 wage subsidies vs. $1,056,384 in the comparative period in 2020.

Research and Development Expenses

Research and development expenses for the three months ended September 30, 2021 decreased by $6,628, or 2%, to $317,546, from $324,174, for the comparative period in 2020. Research and development expenses for the nine months ended September 30, 2021 increased by $31,187, or 4%, to $817,219, from $786,032, for the comparative period in 2020. The decrease in Research and development expenses for the three months ended September 30, 2021 is primarily due to lower project costs than the comparative period in 2020. The increase in Research and development expenses for the nine months ended September 30, 2021 is primarily due to project costs and additional hires to support growth in innovation and acceleration of R&D projects.

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VIQ Solutions Inc.

VIQ Solutions Inc.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Three and Nine Months ended September 30, 2021

Gain on Contingent Consideration

For the three months ended September 30, 2021, Gain on Contingent Consideration decreased by $6,819, to $80,252, from $87,071 recognized in the comparative period in 2020. For the nine months ended September 30, 2021, Gain on Contingent Consideration decreased by $20,094 to $66,977, from $87,071 recognized in the comparative period in 2020. ASC had gain of $96,755 and $148,955 for the three and nine months ended September 30, 2021 which was offset with WordZ’s loss on contingent consideration of $23,247 and $81,932 for the respective periods. This decrease is mainly due to changes in anticipated acquisition earnout payments primarily as a result of forecasted revenue for the ASC and WordZ acquisitions. Revenue forecasts are updated on a quarterly basis and the related anticipated acquisition earnout payment accruals are updated accordingly.

Stock-Based Compensation

For the three months ended September 30, 2021, Stock Based Compensation increased by $752,583 to $859,119, from $106,536, recognized in the same period of 2020. For the nine months ended September 30, 2021, Stock Based Compensation increased by $6,995,392, to $7,632,906, from $637,514, recognized in the same period of 2020. The increase in Stock Based Compensation is due to the impact of 998,378 Registered Stock Units (RSUs) and 790,086 stock options granted in the nine months ended September 30, 2021 compared to 396,000 options granted during the comparative period ended 2020. The RSU’s and stock options granted in the nine months ended September 30, 2021 were under the Company’s omnibus equity incentive plan (the “Ominibus Equity Incentive Plan”) that was approved by shareholders on April 29, 2021. A number of the options and RSUs that were granted in the nine months ended September 30, 2021 vested immediately, and therefore, a higher expense was recognized.

Depreciation

For the three months ended September 30, 2021, Depreciation decreased by $98,554, to $45,736, from $144,290 recognized in the comparative period in 2020. For the nine months ended September 30, 2021, Depreciation decreased by $157,971, to $189,392, from $347,363 recognized in the comparative period in 2020. The decrease in Depreciation for the three months and nine months ended September 30, 2021 is due primarily to a decrease in right of use assets’ depreciation as leases with extended period terms (i.e. greater than one year) come to an end.

Amortization

For the three months ended September 30, 2021, Amortization decreased by $227,030, to $989,215, from $1,216,245 recognized in the comparative period in 2020. For the nine months ended September 30, 2021, Amortization decreased by $8,815, to $3,282,037, from $3,290,852 recognized in the comparative period in 2020. The decrease in amortization expense is attributable to the adjustment of the intangible assets related to the finalization of the purchase price allocation of WordZ in December 2020 and less amortization recorded on internally generated intangible assets due to timing of projects.

Interest Expense

For the three months ended September 30, 2021, Interest Expense decreased by $42,101, to $329,598, from $371,699 recognized in the comparative period in 2020. For the nine months ended September 30, 2021, Interest Expense decreased by $3,446,058, to $996,611, from $4,442,669 recognized in the comparative period in 2020. The decrease in Interest Expense for the three months and nine months ended September 30, 2021 is primarily due to the conversion of the convertible notes to equity that occurred in 2020. Interest expense of $10,978 and $3,440,608 related to the convertible note were recognized for the three and nine months ended September 30, 2020 respectively.

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VIQ Solutions Inc.

VIQ Solutions Inc.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Three and Nine Months ended September 30, 2021

Accretion and Other Financing Expense

For the three months ended September 30, 2021, Accretion and Other Financing expense decreased by $80,883, to $236,309, from $317,192 recognized in the comparative period in 2020. For the nine months ended September 30, 2021, Accretion and Other Financing expense decreased by $125,782, to $755,970, from $881,752 recognized in the comparative period in 2020. The decrease in Accretion and Other Financing expense for the three months and nine months ended September 30, 2021 is primarily due to conversion of the convertible notes that occurred in 2020.

Loss on Revaluation of Conversion Feature Liability

For the three months ended September 30, 2021, Gain/loss on Revaluation of Conversion Feature Liability decreased by $16,407, to $0, from a gain of $16,407 recognized in the comparative period in 2020. For the nine months ended September 30, 2021, Gain/Loss on Revaluation of Conversion Feature Liability decreased by $1,175,145, to $0, from a loss of $1,175,145 recognized in the comparative period in 2020. The decrease in Gain/Loss on Revaluation of Conversion Feature Liability for the three months and nine months ended September 30, 2021 relates to the conversion of convertible notes to equity that occurred in 2020. All convertible notes have been fully converted at the end of 2020.

Loss on Repayment of Long-term Debt

For the nine months ended September 30, 2021, Loss on repayment of long-term debt decreased by $1,290,147, to $0, from $1,290,147 recognized in the comparative period in 2020. The loss on repayment of long-term debt amount recorded in comparative period 2020 was due to the re-pricing of the conversion price on the convertible notes to C$2.18 per share resulting in a charge of $1,290,147 reflecting the incremental fair value of the reduced exercise price.

Gain on revaluation of options

For the three months ended September 30, 2021, gain on revaluation of options increased by $501,974, to $501,974, from $0 recognized in the comparative period in 2020. For the nine months ended September 30, 2021, gain on revaluation of options increased by $501,974, to $501,974, from $0 recognized in the comparative period in 2020. This increase is due to the revaluation of cash-settled options recorded under share based payment liability, due to the decrease in fair value from the date of initial measurement compared to the re-measurement at the close of September 30, 2021.

Gain on revaluation of RSUs

For the three months ended September 30, 2021, gain on revaluation of RSUs increased by $119,012, to $119,012, from $0 recognized in the comparative period in 2020. For the nine months ended September 30, 2021, gain on revaluation of RSUs increased by $119,012 to $119,012, from $0 recognized in the comparative period in 2020. This increase is due to the revaluation of RSUs recorded under share based payment liability, due to the decrease in fair value from the date of initial measurement compared to the re-measurement at the close of September 30, 2021.

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VIQ Solutions Inc.

VIQ Solutions Inc.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Three and Nine Months ended September 30, 2021

Gain on revaluation of derivative warrant liability

For the three months ended September 30, 2021, gain on revaluation of derivative warrant liability increased by $763,499, to $763,499, from $0 recognized in the comparative period in 2020. For the nine months ended September 30, 2021, gain on revaluation of derivative warrant liability increased by $763,499, to $763,499, from $0 recognized in the comparative period in 2020. The Company closed a registered direct offering (the “RDO”) with institutional investors on September 15, 2021. Under the RDO, the Company sold 4,235,294 units (the “Units”) at a price of $4.25 per Unit for gross proceeds to the Company of approximately $18,000,000 before deducting fees and other estimated RDO expenses. Each Unit consists of one common share of the Company and one-half of one common share purchase warrant each whole common share purchase warrant, a “Warrant”). Each Warrant shall entitle the holder thereof to purchase one common share (a “Warrant Share”) at an exercise price of $5.00, subject to adjustment in certain circumstances. The Warrants are exercisable beginning on the date that is six months following the issuance date thereof (the “Issuance Date”) and will expire five years from the Issuance Date. The 2,117,647 Warrants issued were classified as a derivative warrant liability since they were denominated in a currency other than the Company’s functional currency. As a result, revaluation of the derivative warrant liability is required at period end reporting dates. The decrease in the Company’s share price from the date of initial measurement to the close of September 30, 2021 resulted in the gain to be recognized.

Restructuring Costs

For the three months ended September 30, 2021, Restructuring Costs increased by $35,072, to $35,072, from $0 recognized in the comparative period in 2020. For the nine months ended September 30, 2021, Restructuring Costs increased by $395,324, to $395,324, from $0 recognized in the comparative period in 2020. The increase in Restructuring Costs for the three and nine months ended September 30, 2021 is primarily due to organizational restructuring costs.

Business Acquisition Costs

For the three months ended September 30, 2021, Business Acquisition costs increased by $183,324, to $183,324, from $0 recognized in the comparative period in 2020. For the nine months ended September 30, 2021, Business Acquisition Costs increased by $183,324, to $183,324, from $0 recognized in the comparative period in 2020. The increase in Business Acquisition Costs for the three and nine months ended September 30, 2021 is primarily due to an increase in acquisition related activities.

Other Income

For the three months ended September 30, 2021, Other Income increased by $1,643, to $2,226, from $583 recognized in the comparative period in 2020. For the nine months ended September 30, 2021, Other Income increased by $9,832, to $10,520 from $688 recognized in the comparative period in 2020. The increase for Other Income for the three months and nine months ended September 30, 2021 is primarily due to interest income on short-term deposit.

Foreign Exchange (Gain) Loss

For the three months ended September 30, 2021, Foreign Exchange Gain increased by $467,978, from a loss of $21,709 recognized in the comparative period in 2020 to a gain of $445,978 for the three months ended September 30, 2021. For the nine months ended September 30, 2021, Foreign Exchange Gain/Loss decreased by $207,939, from a gain of $285,191 recognized in the comparative period in 2020 to a gain of $77,252 for the three months ended September 30, 2021. The gain on foreign exchange is due to fluctuations in the foreign exchange rates. Our businesses are organized geographically so many of our expenses are incurred in the same currency as our revenues, which mitigates some of our exposure to currency fluctuations. Foreign exchange gain and losses are primarily related to the unrealized foreign translation gains and losses of certain USD denominated working capital balances to CAD.

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VIQ Solutions Inc.

VIQ Solutions Inc.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Three and Nine Months ended September 30, 2021

Income Tax Recovery (Expense)

We operate globally and we calculate our tax provision in each of the jurisdictions in which we conduct business. Our effective tax rate on a consolidated basis is, therefore, affected by the realization and anticipated relative profitability of our operations in those various jurisdictions, as well as different tax rates that apply and our ability to utilize tax losses and other credits. For the three months ended September 30, 2021, income taxes expense, net of deferred income tax recovery, decreased by $243,350, to a tax recovery of $97,824, from an expense of $145,526 in the comparative period in 2020. For the nine months ended September 30, 2021, Income Taxes, net of deferred income tax expense, increased by $354,013, to an expense of $943,814, from an expense of $589,801 in the comparative period in 2020. The change is due primarily to the recognition of a valuation allowance against the deferred tax asset for our US entities and partially offset by lower profits recognized in the three and nine months ended September 30, 2021 than the comparative period in 2020.

Net Loss and Earnings Per Share

Net loss for the three months ended September 30, 2021 was $3,859,505 compared to net loss of $333,007, for the same period in 2020. Net loss for the nine months ended September 30, 2021 was $16,024,956 compared to net loss of $8,045,618, for the same period in 2020. On a per weighted average share basis, this translated into a net loss per share of $0.15 and $0.63 in the three months and nine months ended September 30, 2021, respectively, compared to a net loss per weighted average share of $0.02 and $0.46 for the comparative periods in 2020, respectively.

Quarterly Results of Operations

The following table sets out selected financial information for each of the eight most recent quarters, the latest of which ended September 30, 2021. Our quarterly operating results have historically fluctuated significantly and may continue to fluctuate significantly in the future. Therefore, we believe that past operating results and period to period comparisons should not be relied upon as an indication of the Company's future performance.

(unaudited)
Sep-21 Jun-21 Mar-21 Dec-20 Sept-20 * Jun-20 * Mar-20 * Dec-19
Revenue 7,086,357 8,191,812 8,254,222 7,775,674 8,172,800 8,253,015 7,548,204 6,096,550
Net income (loss) (3,859,505 ) (10,498,662 (1,666,789 ) (3,857,540 ) (333,007 ) (1,030,354 ) (6,682,258 ) (2,525,682 )
Weighted average number of shares outstanding:
Basic 26,359,517 25,029,019 24,467,151 20,341,203 18,494,247 18,364,354 15,092,939 10,848,296
Diluted 26,359,517 25,029,019 24,467,151 20,341,203 18,494,247 18,364,354 15,092,939 10,848,296
Net income (loss) per share:
Basic (0.15 ) (0.42 ) (0.07 ) (0.19 ) (0.02 ) (0.06 ) (0.44 ) (0.23 )
Diluted (0.15 ) (0.42 ) (0.07 ) (0.19 ) (0.02 ) (0.06 ) (0.44 ) (0.23 )

* Net Loss for Q1 2020, Q2 2020, and Q3 2020 reflect adjustments that were recorded in the Company’s amended filings for the three and nine-months ended September 30, 2020, which were refiled in November 2020. The adjustments related to the accounting for acquisitions, the revaluation of the conversion feature embedded in the convertible notes issued by the Company in 2018 and 2019 as well as the repayment of long-term debt which were transactions that occurred in the six-months and three-months ended September 30, 2020.

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VIQ Solutions Inc.

VIQ Solutions Inc.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Three and Nine Months ended September 30, 2021

Key factors that account for the fluctuation in quarterly results include the variability in the Company’s revenue due to timing of acquisitions and seasonality of revenue. Seasonality impacts the transcription services industry in that it is impacted in some cases by summer holiday seasons, such as court closings in January in Australia, and the Thanksgiving and December holidays in the US, Canada and UK.  It also has a slight impact in the US summer period. Our quarterly results may also fluctuate as a result of the various acquisitions which may be completed by the Company in any given quarter. We may experience variations in our net income/(loss) on a quarterly basis depending upon the timing of certain expenses or gains, which may include changes in provisions and acquired contract liabilities.

Liquidity

As of September 30, 2021, we held cash of $26,024,604 as compared to $16,835,671 as of December 31, 2020. We believe that ongoing operations, working capital and associated cash flows in addition to our cash resources provide sufficient liquidity to support our ongoing business operations and satisfy our obligations as they become due. If we continue to acquire accretive businesses, we may need additional external funding depending upon the size and timing of the potential acquisitions.

Below is a summary of our cash provided by (used in) operating, investing, and financing activities for the periods indicated:

Three months ended<br> September 30, Nine months ended<br> September 30,
2021 2020 2021 2020
Cash provided by (used in) operating activities (1,440,743 ) (29,807 ) (4,941,092 ) 3,454,626
Cash used in investing activities (931,467 ) (576,197 ) (2,870,116 ) (5,806,601 )
Cash provided by (used in) financing activities 16,196,471 (683,726 ) 17,126,168 4,786,137
Net increase (decrease) in cash for the period 13,824,261 (1,289,730 ) 9,314,960 2,434,162
Cash, beginning of period 12,374,825 5,384,207 16,835,671 1,707,654
Effect of foreign exchange (174,482 ) 47,795 (126,027 ) 456
Cash, end of period 26,024,604 4,142,272 26,024,604 4,142,272

Cash provided by (used in) operating activities

We used cash of $1,440,743 in operating activities for the three months ended September 30, 2021. This resulted from $3,859,505 in net loss plus $184,954 of non-cash adjustments to net loss and $2,347,661 attributable to movements in non-cash working capital with changes primarily arising from a decrease in accounts receivable, inventories and prepaid expenses, and increase in accounts payable, and contract liabilities. Additionally, $113,853 was used for taxes.

We used cash of $4,941,092 in operating activities for the nine months ended September 30, 2021. This resulted from $16,024,956 in net loss plus $12,348,123 of non-cash adjustments to net loss and $1,150,406 attributable to movements in non-cash working capital with changes primarily arising from an increase in accounts receivable, inventories and prepaid expenses, and decrease in accounts payable, and contract liabilities. Additionally, $113,853 was used for taxes.

| Management Discussion & Analysis | Page 11 |

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VIQ Solutions Inc.

VIQ Solutions Inc.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Three and Nine Months ended September 30, 2021

Cash provided by (used in) investing activities

For the three months ended September 30, 2021, cash used in investing activities was $931,467, which consisted of purchase of property and equipment of $20,520, development costs related to internally generated intangible assets $556,463, earnout payout for ASC and WordZ $358,116, offset change in restricted cash of $3,632.

For the nine months ended September 30, 2021, cash used in investing activities was $2,870,116, which consisted of purchase of property and equipment of $62,767, development costs related to internally generated intangible assets $1,657,771, earnout payout for ASC and WordZ $1,103,617, and change in restricted cash of $45,961.

Cash provided by (used in) financing activities

Cash provided by financing activities for the three months ended September 30, 2021 was $16,196,471, which primarily consisted of $16,715,000 cash received, net of issuance costs from the closing of the RDO, $43,303 of cash inflow for exercise of stock options, repayment of debt of $215,850, repayment of lease obligations of $20,428, repayment of interest on lease obligations of $6,266, and repayment of interest on debt of $319,288.

Cash provided by financing activities for the nine months ended September 30, 2021 was $17,126,168, which consisted of proceeds from the exercise of stock options and warrants of $246,159 and $2,092,276 respectively, issuance of share capital from the RDO net of issuance costs of $16,715,000, issuance cost reimbursement of $1,673, offset by repayment of debt of $825,398, repayment of lease obligations of $126,383, repayment of interest on lease obligations of $21,085, and repayment of interest on debt of $956,074.

Debt covenants

The Company received a waiver in March 2021 to remove the Fixed Charge Coverage Ratio covenant for all four quarters of 2021. The Company received a waiver in August 2021, to remove the Net Debt to EBITDA Ratio covenant for the remainder of fiscal 2021. In addition, the Company received a waiver to remove the Fixed Charge Coverage Ratio covenant for the first three quarters of 2022. The Company is in compliance of other covenants as at September 30, 2021.

Contractual Obligations

The following table summarizes our contractual obligations as at September 30, 2021, including commitments relating to leasing contracts:

2021 2022 2023 2024 2025 Total
Trade and other payables 7,171,204 – – – – 7,171,204
Lease obligations 30,339 112,693 96,920 72,949 62,871 375,772
Crown Capital debt 306,360 – 12,154,515 – – 12,460,875
Contingent Consideration - ASC 360,510 1,434,239 459,482 – – 2,254,231
Contingent Consideration - WZ 77,249 352,626 282,537 – – 712,412
WordZ SBA Loan 114,507 85,880 – – – 200,387
WordZ promissory note 111,638 446,552 446,552 – – 1,004,742
HomeTech VTB loan 60,000 240,000 240,000 20,000 – 560,000
Total $ 8,231,807 $ 2,671,990 $ 13,680,006 $ 92,949 $ 62,871 $ 24,739,623 
| Management Discussion & Analysis | Page 12 |

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VIQ Solutions Inc.

VIQ Solutions Inc.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Three and Nine Months ended September 30, 2021

The following table summarizes our contractual obligations as at December 31, 2020, including commitments relating to leasing contracts:

2021 2022 2023 2024 2025 Total
Trade and other payables 5,305,600 – – – – 5,305,600
Share appreciation rights 126,503 – – – – 126,503
Lease obligations 124,223 114,962 98,698 73,075 62,711 473,669
Crown Capital debt 304,747 – 12,123,615 – – 12,428,362
Contingent Consideration - ASC 1,443,811 1,505,080 531,051 – – 3,479,942
Contingent Consideration - WZ 314,845 305,758 251,939 – – 872,542
WordZ SBA Loan 214,307 45,923 – – – 260,230
WordZ promissory note 400,000 400,000 400,000 – – 1,200,000
Transcription Express VTB loan 280,531 – – – – 280,531
HomeTech VTB loan 240,000 240,000 240,000 20,000 – 740,000
Total $ 8,754,567 $ 2,611,723 $ 13,645,303 $ 93,075 $ 62,711 $ 25,167,379

Capital Resources

Our objective in managing capital is to ensure sufficient liquidity to pursue our growth strategy, fund research and development to enhance existing product offerings as well as develop new ones to maintain our competitive advantage, pursue accretive acquisitions and provide sufficient resources to meet day-to-day operating requirements, while managing financial risk. We intend to use our operating income and funds on hand to meet funding requirements for the development and commercialization of our technology products and services based on anticipated market demand and working capital purposes. Our actual funding requirements will vary depending on a variety of factors, including our success in executing our business plan, the progress of our research and development efforts, our commercial sales, and our ability to manage our working capital requirements.

Our officers and senior management are responsible for managing the capital and do so through monthly meetings and regular review of financial information. Our Board of Directors is responsible for overseeing this process. We manage capital to ensure that there are adequate capital resources while maximizing the return to shareholders through the optimization of the cash flows from operations and capital transactions.

Other commitments

Commitments include operating leases for office equipment and facilities. Also, occasionally we structure some of our acquisitions with contingent consideration based on the future performance of the acquired business. The fair value of contingent consideration recorded in our September 30, 2021 interim condensed consolidated financial statements was $2,212,788, partially in trade and other payables and accrued liabilities of $1,370,396 and the remaining recorded as long-term contingent consideration of $842,392. Aside from the aforementioned, we do not have any other business arrangements or any equity interests in any non-consolidated entity.

Contingent Off-Balance Sheet Arrangements

As a general practice, we have not entered into off-balance sheet financing arrangements.

| Management Discussion & Analysis | Page 13 |

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VIQ Solutions Inc.

VIQ Solutions Inc.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Three and Nine Months ended September 30, 2021

Transactions Between Related Parties

During the three months ended March 31, 2021, the Company granted a non-revolving executive loan (the “Executive Loan”) to Sebastien Paré, President, Chief Executive Officer and a director of the Company in the aggregate amount of USD$518,431 (CAD$657,838) to: (i) facilitate Mr. Paré exercise of certain vested outstanding stock options; and (ii) facilitate Mr. Paré repaying certain indebtedness incurred in connection with Mr. Paré previous exercise of convertible securities of the Company. The Executive Loan matures on February 10, 2028 and bears interest at a rate of 1.0% per annum. The Executive Loan is secured by a pledge of 175,000 common shares in the capital of the Company held by Sebastien Paré in favour of the Company (the “Share Pledge”). Pursuant to the terms of the Share Pledge, Mr. Paré has agreed to comply with certain covenants in favour of the Company. The loan was repaid on May 28, 2021. As at September 30, 2021, there are no balances outstanding.

Critical Accounting Policies andEstimates

The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. These estimates and assumptions are affected by management’s application of accounting policies and historical experience, and are believed by management to be reasonable under the circumstances. Such estimates and assumptions are evaluated on an ongoing basis and form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ significantly from these estimates.

Our significant accounting policies are fully described in Note 3 to our financial statements for the years ended December 31, 2020 and 2019 which are available on SEDAR (www.sedar.com) and EDGAR (www.sec.gov/edgar). Certain accounting policies are particularly important to the reporting of our financial position and results of operations, and require the application of significant judgment by our management. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different, estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could have a material impact on the financial statements. We believe that there have been no significant changes in our critical accounting estimates for the three months and nine months ended September 30, 2021 from the years presented in our annual financial statements for the years ended December 31, 2020 and 2019.

Reconciliation of Non-IFRS Measures

We believe that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of performance. Management also uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, prepare annual operating budgets and assess our ability to meet our capital expenditure and working capital requirements.

| Management Discussion & Analysis | Page 14 |

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VIQ Solutions Inc.

VIQ Solutions Inc.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Three and Nine Months ended September 30, 2021

The following is a reconciliation of Net Loss to Adjusted EBITDA, the most directly comparable IFRS measure for the three months ended September 30, 2021 and 2020:

Three months ended September 30 Nine months ended September 30
2021 2020 2021 2020
Net Loss (3,859,505 ) (333,007 ) (16,024,956 ) (8,045,618 )
Add:
Depreciation 45,736 144,290 189,392 347,363
Amortization 989,215 1,216,245 3,282,037 3,290,852
Interest expense 329,598 371,699 996,611 4,442,669
Current income tax recovery (expense) (42,562 ) 228,418 (41,204 ) 672,693
Deferred income tax recovery (expense) (55,262 ) (82,892 ) 985,018 (82,892 )
EBITDA (2,592,780 ) 1,544,753 (10,613,102 ) 625,067
Accretion and other financing expense 236,309 317,192 755,970 881,752
Loss on revaluation of conversion feature liability - (16,407 ) - 1,175,145
Loss on repayment of long-term debt - - - 1,290,147
Gain on revaluation of options (501,974 ) - (501,974 ) -
Gain on revaluation of RSUs (119,012 ) - (119,012 ) -
Gain on revaluation of the derivative warrant liability (763,499 ) - (763,499 ) -
Restructuring Costs 35,072 - 395,324 -
Business acquisition costs 183,324 - 183,324 -
Other income (2,226 ) (583 ) (10,520 ) (688 )
Stock-based compensation 859,119 106,536 7,632,906 637,514
Foreign exchange (gain) loss (445,978 ) 21,709 (77,252 ) (285,191 )
Adjusted EBITDA (3,111,645 ) 1,973,200 (3,117,835 ) 4,323,746

Internal Controls over Financial Reporting and Disclosure Controls and Procedures

Management is responsible for establishing and maintaining disclosure controls and procedures as defined under National Instrument 52-109. At September 30, 2021, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective and that material information relating to the Company was made known to them and was recorded, processed, summarized and reported within the time periods specified under applicable securities legislation.

Management is responsible for designing and maintaining internal controls over financial reporting (“ICFR”) as defined under National Instrument 52-109. At September 30, 2021, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these internal controls and procedures was effective in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with IFRS using the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) Framework (2013).

The Chief Executive Officer and the Chief Financial Officer have evaluated, or caused to be evaluated under their supervision, whether or not there were changes to its ICFR during the quarter ended September 30, 2021 that have materially affected, or are reasonably likely to materially affect the Company’s ICFR. No such changes were identified through their evaluation.

| Management Discussion & Analysis | Page 15 |

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VIQ Solutions Inc.

VIQ Solutions Inc.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Three and Nine Months ended September 30, 2021

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that its objectives are met. Due to inherent limitations in all systems, no evaluations of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Accordingly, our disclosure controls and procedures and our internal controls over financial reporting are effective in providing reasonable, not absolute assurance that the objectives of our control systems have been met. During the quarter ended June 30, 2021, the Company documented its ICFR framework and processes and will continue to evaluate and enhance its internal controls environment to ensure the internal controls over financial reporting are designed and implemented appropriately and operating effectively.

There have been no material changes to the internal controls of the Company for the three months and nine months ended September 30, 2021.

Risk Factors

COVID-19: COVID-19 was declared a global pandemic by the World Health Organization on March 11, 2020. Governments around the world have enacted emergency measures to combat the spread of the virus. These measures which include the implementation of travel bans, self-imposed quarantine periods and social distancing and closure of businesses have caused material disruption to businesses resulting in an economic slowdown. Governments and central banks have responded with significant monetary and fiscal interventions designed to stabilize the financial markets. The duration and impact of the COVID-19 outbreak is unknown at this time and it is not possible to reliably estimate the duration and severity of these developments.

The Company is closely monitoring the impact of COVID-19 on all aspects of its business. The pandemic may also have an adverse impact on many of the Company’s customers, including their ability to satisfy ongoing payment obligations to the Company, which could increase the Company’s bad debt exposure. The future impacts of the pandemic and any resulting economic impact are largely unknown and rapidly evolving. It is possible that the COVID-19 pandemic, the measures taken by the governments of countries affected and the resulting economic impact may continue to adversely affect the Company’s results of operations, cash flows and financial position as well as its customers in future periods, and this impact could be material.

The Governments of various jurisdictions in which we have operations have approved legislation and taken administrative actions intended to aid businesses that have been adversely impacted by COVID-19, including making grants or credits available to eligible entities to subsidize or offset qualifying expenses, including employee wages and associated costs, office rent, utilities, in each case subject to limits and other specified criteria. During the three months ended September 30, 2021, we determined that we qualified for the U.S. employee retention credit program and the Australian Business Wage subsidy, and have recognized a credit of $763,227. The credit has been recognized as a reduction in Cost of Sales of $336,691 and Selling and Administrative expenses of $426,536. During the nine months ended September 30, 2021, we recognized a credit of $1,661,812. The credit has been recognized as a reduction in Cost of Sales of $673,281 and Selling and Administrative expenses of $988,531. As at September 30, 2021, the amount of assistance receivable totaled $984,055. We will continue to evaluate all applicable government relief programs and intend to apply for subsequent application periods, if we meet the qualification criteria. There can be no assurance that COVID-19 related governmental assistance to offset our costs will be available in Q4 2021 (or thereafter), and if so whether we will qualify for or receive any such assistance.

Cash-flow: VIQ Solutions' business operations are subject to all of the risks inherent in the establishment and maintenance of a developing business enterprise, such as competition and viable operations management. The future earnings and cash flow from operations of the Company are dependent, in part, on its ability to further develop and market its products. There can be no assurances that the Company will grow and achieve profitability. The operations of VIQ Solutions have been funded to date by external financing and if sufficient cash flow from operations or earnings is not generated in the future, additional financing might be required.

| Management Discussion & Analysis | Page 16 |

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VIQ Solutions Inc.

VIQ Solutions Inc.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Three and Nine Months ended September 30, 2021

Transition to SaaS Revenue: The Company is in the process of transitioning its software product offerings from license sales to a SaaS offering. This may cause revenue levels to decline compared to prior periods. License sales allow the Company to recognize revenue upon the initial sale of the software to a client. Revenues from SaaS are earned over a period of time contracted with the client and their use of the software. Initial SaaS revenue will be lower but over the course of the contract will generally be cumulatively higher compared to license sales.

Fluctuations in Periodic Results: The Company's operating results can vary substantially from period to period. Planned operating expenses are normally targeted to planned revenue levels for the period and are incurred equally throughout the period. If expenses remain relatively fixed, but the Company's revenues are less than planned in any quarter, the Company's operating results would be adversely affected for that quarter. In addition, incurring unplanned expenses could adversely affect operating results for the period in which such expenses are incurred. Failure to achieve periodic revenue, earnings, and other operating and financial results could result in an immediate and adverse effect on the market price of the Company's common shares. The Company may not discover, or be able to confirm, revenue or earnings shortfalls until the end of a quarter, which could result in a greater immediate and adverse effect on the price of the common shares.

Additional Financing and Access to Capital: The Company may need to raise additional funds to bring its potential products to market, enhance our marketing capabilities, and pursue potential future acquisitions. The Company's future capital requirements will depend on many factors, including continued progress in its research and development programs, competing technological and market developments, the cost of production scale-up, effective commercialization activities and arrangements and other factors not within the Company's control. The Company may seek additional funding through public or private financings.

Identify and Acquire Suitable Acquisitions: The Company may not be able to identify suitable new acquisitions that are available to purchase at a reasonable value. Even if a suitable acquisition can be identified, the acquisition may not proceed if suitable terms cannot be negotiated. When conducting due diligence on a potential acquisition, it cannot be assured that all the risks and costs inherent in the business being acquired will be identified. If an acquisition of an identified business were to proceed in which a portion or all of the consideration consisted of cash, additional funding may be required through public or private financings if internally generated cash resources are not sufficient.

Successfully Integrate Acquired Businesses: Integration of completed business acquisitions and any future acquisitions involves a number of special risks, including the following:

· Failure<br>to integrate successfully the personnel, information systems, technology and operations of the acquired business;
· Failure<br>to maximize the potential financial and strategic benefits of the acquisition;
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· Failure<br>to realize the expected synergies of the acquired business;
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· Possible<br>impairment of relationships with employees and clients as a result of any integration of new businesses and management personnel;
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· Impairment<br>of goodwill; and
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· Reductions<br>in future operating results from the amortization of intangible assets.
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Future acquisitions are accompanied by the risk that obligations and liabilities of an acquired business may not be adequately reflected in the historical financial statements of the business and the risk that historical financial statements may be based on assumptions, which are incorrect or inconsistent with the Company’s assumptions or approach to accounting policies. The acquisition and integration of businesses may not be managed effectively and any failure to do so could lead to disruptions in the overall activities of the Company, a loss of clients and revenue, and increased expenses. The Company may acquire contingent liabilities in connection with the acquisitions of business, which may be material. Best efforts are used to identify and estimate these contingent liabilities and the likelihood that they will materialize but, these estimates could differ materially from the liabilities actually incurred.

| Management Discussion & Analysis | Page 17 |

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VIQ Solutions Inc.

VIQ Solutions Inc.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Three and Nine Months ended September 30, 2021

Competition: The Company competes with a number of firms in various business segments. Competitors in Courts, for example, are different from the ones we are competing against in public safety, medical, and legal. Some of these companies have greater financial, technological, and personnel resources than those of the Company.

International Operations: The Company's operations are currently located in Canada, the United States, and Australia and its products and services are sold internationally. There are certain risks inherent in international operations including, but not limited to, remote management, unexpected changes in regulatory requirements, export restrictions, tariffs and other trade barriers, difficulties in staffing and managing foreign operations, longer payment cycles, problems in collecting accounts receivable, fluctuations in currency exchange rates, and potential adverse tax consequences, which could have a materially adverse effect on the Company's business, operating results, and financial condition.

Proprietary Intellectual Property: The Company relies on protecting its proprietary intellectual property in part through confidentiality agreements with its corporate resellers, strategic partners, employees, consultants and certain contractors. There can be no assurance that these agreements will not be breached, that the Company will have adequate remedies for any breach, or that the Company's trade secrets will not otherwise become known or independently discovered by its competitors. It is possible that the Company's products or processes will infringe, or will be found to infringe, on patents not owned or controlled by the Company. If any relevant claims of third-party patents are upheld as valid and enforceable, the Company could be prevented from practicing the subject matter claimed in such patents or would be required to obtain licenses or redesign its products and processes to avoid infringement. There can be no assurance that such licenses would be available at all or on terms commercially reasonable to the Company or that the Company could redesign its products or processes to avoid infringement. Litigation may be necessary to defend against claims of infringement or to protect trade secrets. Such litigation could result in substantial costs and diversion of management efforts regardless of the results of such litigation and an adverse result could subject the Company to significant liabilities to third parties, require disputed rights to be licensed or require the Company to cease using such technology.

Product Liability Exposure: The Company faces an inherent business risk of exposure to product liability and other claims in the event that the development or use of its technology or prospective products is alleged to have resulted in adverse effects. While the Company has taken, and will continue to take, what it believes are appropriate precautions, there can be no assurance that it will avoid significant liability exposure. Although the Company currently carries product liability insurance, there can be no assurance that the Company has sufficient coverage or can obtain sufficient coverage at a reasonable cost. An inability to obtain product liability insurance at an acceptable cost or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of products developed by the Company. A product liability claim could have a material adverse effect on the Company's business financial condition and results of operations.

Volatility of Stock Price and Absence ofDividends: The market price of the Company's common shares, like that of the common shares of many other software companies, has been and is likely to be somewhat volatile. Factors such as the Company’s strategic alliances or its competitors', announcements of technological innovations or new products by the Company or its competitors, governmental regulatory actions, developments with the Company's collaborators, developments concerning patent or other proprietary rights of the Company or its competitors (including litigation), period-to-period fluctuation of the Company's operating results, changes in estimates of the Company's performance by securities analysts, market conditions for shares of software companies in general and other factors not within the control of the Company could have a significant adverse impact on the market price of the Company’s common shares. The Company has never paid cash dividends on its common shares and does not anticipate paying any cash dividends in the foreseeable future.

| Management Discussion & Analysis | Page 18 |

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VIQ Solutions Inc.

VIQ Solutions Inc.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Three and Nine Months ended September 30, 2021

Foreign Currency Fluctuations: Our monetary assets and liabilities denominated in currencies other than the United States dollar will give rise to a foreign currency gain or loss reflected in our comprehensive earnings. To the extent the Canadian dollar or Australian dollar weakens against the United States dollar, we may incur foreign exchange losses. Such losses would be included in our financial results and, consequently, may have an adverse effect on our share price. As we currently have a global client base, a significant portion of our income is in US dollars and Australian dollars. However, a significant part of our expenses are currently generated in Canadian dollars, and we expect this will continue for the foreseeable future. The exchange rates between the Canadian dollar, the US dollar and the Australian dollar are subject to daily fluctuations in the currency markets and these fluctuations in market exchange rates are expected to continue in the future. Such fluctuations affect both our consolidated revenues as well as our consolidated costs. Also, changes in foreign exchange rates may affect the relative costs of operations and prices at which we and our foreign competitors sell products in the same market. We do not currently have any currency hedging through financial instruments.

Disclosure of Outstanding Share Data

VIQ’s common shares trade on the TSX and the Nasdaq under the symbol “VQS”. The Company is authorized to issue an unlimited number of common shares. As at September 30, 2021 there were (i) 29,878,618 common shares issued and outstanding, (ii) 907,100 stock options outstanding with a weighted average exercise price per common share of $3.15 CAD expiring between 2021 and 2025 under the Company’s legacy stock option plan (iii) 790,086 stock options outstanding with a weighted average exercise price per common share of $8.85 CAD expiring 2031 under the Omnibus Equity Incentive Plan, (iv) 66,667 deferred share units outstanding with an average exercise price per common share of $1.20 CAD with no expiry date, and (v) 176,699 restricted share units outstanding expiring 2031 under the Omnibus Equity Incentive Plan.

Subsequent Events

On October 1, 2021, the Company acquired 100% of the issued and outstanding shares of The Transcription Agency (“TTA”). The purchase price paid for the TTA acquisition was approximately $1.7 million, with approximately $0.85 million paid in cash on closing and approximately $0.85 million to be paid through a deferred payment structure over the next six months after transaction close.  TTA is a leading supplier of secure outsourced transcription services to clients in private and public sectors throughout the United Kingdom. The acquisition positions VIQ to provide localized services to government agencies and will provide synergies with VIQ’s existing business. VIQ funded the acquisition by utilizing cash on hand. The assessment of the purchase price and the accounting for this acquisition has not yet been finalized and certain IFRS 3 disclosures have not been included due to the timing of the acquisition.

On October 12, 2021, the Company entered into a definitive purchase agreement to acquire the assets of Auscript Australasia Pty Ltd (“Auscript”), the leading supplier of secure recording and transcription services for courts and law firms throughout Australia. The Company will acquire Auscript for a total purchase price of approximately $7.65 million. The proposed acquisition is expected to close in the fourth quarter of 2021, subject to the satisfaction of regulatory approvals and other customary closing conditions.

| Management Discussion & Analysis | Page 19 |

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Exhibit 99.4

Form 52-109F2

Certification of InterimFilings

Full Certificate

I, Sebastien Pare, Chief Executive Officer of VIQ Solutions Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together,<br>the “interim filings”) of VIQ Solutions Inc. (the “issuer”) for the interim period ended September 30, 2021.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the<br>interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that<br>is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered<br>by the interim filings.
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3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the<br>interim financial report together with the other financial information included in the interim filings fairly present in all material<br>respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented<br>in the interim filings.
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4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for<br>establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those<br>terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the<br>issuer.
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5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the<br>issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
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(a) designed DC&P, or caused it to be designed under our supervision, to provide<br>reasonable assurance that
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(i) material information relating to the issuer is made known to us by others, particularly during the period<br>in which the interim filings are being prepared; and
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(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other<br>reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods<br>specified in securities legislation; and
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(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable<br>assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance<br>with the issuer’s GAAP.
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5.1 Control framework: The control framework the issuer’s other certifying officer(s)<br>and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations (COSO) 2013 financial controls framework.
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5.2 N/A
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5.3 N/A 
| 1 |

| --- | | 6. | Reporting changes in ICFR: The issuer has disclosed<br>in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2021 and ended on<br>September 30, 2021 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. | | --- | --- |

Date: November 9, 2021

Sebastien Pare

Chief Executive Officer

| 2 |

| --- |

Exhibit 99.5

Form 52-109F2

Certification of InterimFilings Full Certificate

I, Alexie Edwards, Chief Financial Officer of VIQ Solutions Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together,<br>the “interim filings”) of VIQ Solutions Inc. (the “issuer”) for the interim period ended September 30, 2021.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the<br>interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that<br>is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered<br>by the interim filings.
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3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the<br>interim financial report together with the other financial information included in the interim filings fairly present in all material<br>respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented<br>in the interim filings.
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4. Responsibility: The issuer’s other certifying officer(s) and I are responsible<br>for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as<br>those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for<br>the issuer.
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5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s<br>other certifying officer(s) and I have, as at the end of the period covered by the interim filings
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(a) designed DC&P, or caused it to be designed under our supervision, to provide<br>reasonable assurance that
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(i) material information relating to the issuer is made known to us by others, particularly during the period<br>in which the interim filings are being prepared; and
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(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other<br>reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods<br>specified in securities legislation; and
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(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable<br>assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance<br>with the issuer’s GAAP.
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5.1 Control framework: The control framework the issuer’s other certifying officer(s)<br>and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations (COSO) 2013 financial controls framework.
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5.2 N/A
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5.3 N/A 
| 1 |

| --- | | 6. | Reporting changes in ICFR: The issuer has disclosed<br>in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2021 and ended on<br>September 30, 2021 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. | | --- | --- |

Date: November 9, 2021

Alexie Edwards

Chief Financial Officer

| 2 |

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