An anonymous director reports

QUARTERHILL INC. CLOSES CAD$51.7 MILLION BOUGHT DEAL PRIVATE PLACEMENT

Quarterhill Inc. has closed its previously announced bought deal offering with ATB Cormark Capital Markets and Roth Canada Inc., as co-lead underwriters, on their own behalf and on behalf of a syndicate of underwriters, pursuant to which the company issued, on a bought deal basis, 20,867,100 common shares of the company at a price of $2.48 per offered share, for aggregate gross proceeds to the company of $51,750,408.

The company intends to use the net proceeds from the offering for general corporate purposes, working capital and repayment of debt obligations and to finance growth initiatives, including future acquisitions.

All securities issued pursuant to the offering are subject to a statutory hold period in Canada expiring four months and one day from the date hereof in accordance with applicable securities laws.

Insiders of the company subscribed for a total of 806,500 offered shares for aggregate gross proceeds of $2,000,120. The participation by each insider in the offering constitutes a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the related-party participation in the offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the interested parties, exceeded 25 per cent of the company's market capitalization (as determined under MI 61-101). The company did not file a material change report more than 21 days before the closing of the offering as the details of the offering and the participation therein by each related party of the company were not settled until shortly prior to the closing of the offering, and the company wished to close the offering on an expedited basis for sound business reasons.

About Quarterhill Inc.

Quarterhill is a global leader in the intelligent transportation system industry, advancing mobility through smart infrastructure solutions that reduce congestion, improve roadway safety and create more sustainable travel. Each year, Quarterhill's platforms process billions of transactions, perform compliance and safety inspections on millions of commercial vehicles, and enable transportation agencies worldwide to optimize thousands of lanes of traffic to improve travel for everyone. Leveraging advanced artificial intelligence and machine learning technologies, Quarterhill's platform delivers automation and predictive insight to help agencies manage transportation networks more efficiently. By working in close partnership with governments, communities and industry leaders, Quarterhill is building today's connected roadways while shaping the next generation of intelligent, resilient mobility. Quarterhill is listed on the Toronto Stock Exchange under the symbol QTRH and on the OTCQX Best Market under the symbol QTRHF.

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