CRL 1-hr: Nov 7 Introduction to Uptime Elements Reliability Framework and Asset Management System

VIZIYA's asset management software helps its many Fortune 1000 customers optimize their asset performance and uptime, allowing them to achieve their production targets, control costs, and manage safety and compliance. Increasingly these asset management systems are an important part of the broader Industrial Internet of Things ("IIoT") ecosystem, which represents a significant growth opportunity for VIZIYA.

"WiLAN, to be renamed Quarterhill in the second quarter of 2017, is focused on growth by identifying, acquiring and supporting IIoT companies with strong management teams, attractive financial fundamentals and promising growth potential; VIZIYA meets all these criteria," said Shaun McEwan, Interim CEO of WiLAN. "This is the second acquisition that follows our new growth plan and we believe that investing our capital in these promising technology businesses will drive the greatest shareholder returns over time."

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"VIZIYA has enjoyed substantial growth and profitability, and this transaction with WiLAN will give us the access to resources that will help us continue to build and grow our business," said John Vujicic, President and CEO of VIZIYA. "The VIZIYA management team will remain in place and I want to personally assure our customers that our commitment to supporting your needs, and giving you the high level of personal service you are accustomed to, remains our top priority."

The introduction of the IIoT enables organizations to build intelligent connected equipment that monitors itself and constantly captures data to measure damage, wear and tear and other operational indicators. With significantly more data obtained on a real-time basis, operational systems can now move beyond preventative maintenance towards predictive maintenance through the use of analytics. Predictive maintenance reduces downtime and maximizes efficiencies.

WiLAN's cost of the acquisition will be approximately $40.5 million with nearly 60% paid on closing and the balance subject to certain earn out provisions if the business meets specific financial targets. Certain aspects of the transaction remain subject to the approval of the Toronto Stock Exchange. VIZIYA achieved revenue of $16.6 million and normalized EBITDA of $4.3 million for the year ended July 31, 2016.

WiLAN will fund the cash portion of the acquisition with cash and cash equivalents on hand, which at March 31, 2017 was $151.2 million (USD $113.6 million). The cash and cash equivalents total at March 31, 2017 does not account for the Company's $63.5 million cash-purchase of International Road Dynamics, announced on April 17, 2017. That transaction is expected to close on, or about, June 1, 2017. Canaccord Genuity acted as exclusive financial advisor to WiLAN on this transaction and STS Capital Partners UK acted as exclusive financial advisor to VIZIYA.

About VIZIYA

Headquartered in Hamilton, Ontario, with offices in Brussels, Brisbane, Perth, Atlanta, Cape Town, Qatar, and Dubai, VIZIYA is the industry leader providing bolt-on software products to enhance ERP-based asset maintenance systems. VIZIYA's proprietary WorkAlign™ Product Suite delivers seamless integration into existing ERP systems. With over 55,000 users at 850 sites across six continents, the world's best companies use VIZIYA products to help them better maintain their assets.

About WiLAN

www.wilan.com." data-reactid="22">WiLAN is one of the most successful patent licensing companies in the world and helps companies unlock the value of intellectual property by managing and licensing their patent portfolios. The Company operates in a variety of markets including automotive, digital television, Internet, medical, semiconductor and wireless communication technologies. WiLAN has announced plans to change its name to Quarterhill Inc. ("Quarterhill") in the second quarter of 2017 after which, WiLAN, the patent license business, will become a subsidiary of Quarterhill. Founded in 1992, WiLAN is listed on the TSX and NASDAQ. For more information: www.wilan.com.



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