Quarterhill Inc. (“Quarterhill” or the “Company”) (TSX: QTRH) (OTCQX: QTRHF) is pleased to announce that it has amended its agreement with a syndicate of underwriters co-led by ATB Cormark Capital Markets and Roth Canada, Inc. (the “Underwriters”) and have 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 (the “Common Shares”) of the Company, at a price of $2.48 per Common Share (the “Issue Price”) on a private placement basis for total gross proceeds of $45,000,344 (the “Offering”).
The Company has agreed to grant the Underwriters an option to purchase up to an additional 15% of the Common Shares at the Issue Price (the “Underwriters’ Option”), 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 fund growth initiatives, including future acquisitions.
The Offering is expected to close on or about September 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”).
The Common Shares will be offered for sale on a private placement basis in all provinces and territories of Canada pursuant to applicable prospectus exemptions. The Common Shares may also be offered by way of private placement in the United States pursuant to available exemptions from registration under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and in such other jurisdictions as are agreed to by the Company and the Underwriters. All securities issued pursuant to the Offering will be subject to a statutory hold period in Canada expiring four months and one day from the Closing Date, in accordance with applicable securities laws.
The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act, or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. persons or any persons within the United States absent registration or available exemptions from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. ‘United States’ and ‘U.S. person’ are as defined in Regulation S under the U.S. Securities Act.
About Quarterhill
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 TSX under the symbol QTRH and on the OTCQX Best Market under the symbol QTRHF. For more information: www.quarterhill.com
Source : Quarterhill Inc.
