An anonymous director reports

QUARTERHILL INC. UPSIZE OF PREVIOUSLY ANNOUNCED BOUGHT DEAL PRIVATE PLACEMENT TO $45 MILLION

Quarterhill Inc. has amended its agreement with a syndicate of underwriters co-led by ATB Cormark Capital Markets and Roth Canada Inc., and has agreed to increase the size of its previously announced bought deal private placement. Pursuant to the upsized deal terms, the underwriters have agreed to purchase 18,145,300 common shares of the company, at a price of $2.48 per common share on a private placement basis for total gross proceeds of $45,000,344.

The company has agreed to grant the underwriters an option to purchase up to an additional 15 per cent of the common shares at the issue price, exercisable in whole or in part, at any time up to 48 hours prior to the closing date (as defined below). If the underwriters' option is exercised in full, additional proceeds of approximately $6,750,064 will be raised pursuant to the offering and the aggregate proceeds of the offering will be approximately $51,750,408.

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

The offering is expected to close on or about Sept. 16, 2026 (the closing date), and is subject to the company receiving all necessary regulatory approvals, including the conditional approval of the Toronto Stock Exchange (the TSX).

About Quarterhill Inc.

Quarterhill is a global leader in the intelligent transportation system (ITS) 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 trac 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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