40-F

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F

(Check One)

¨ Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

or

x Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2012 Commission file number: 001-35152

WI-LAN INC.

(Exact name of registrant as specified in its charter)

Canada	6794	98-0451743
(Province or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number (if applicable))	(I.R.S. Employer Identification Number)

11 Holland Avenue, Suite 608,

Ottawa, Ontario, Canada K1Y 4S1

(613) 688-4900

(Address and Telephone Number of Registrant’s Principal Executive Offices)

Torys LLP

1114 Avenue of the Americas, 23^rd Floor

New York, New York 10036.7703

Attention: Andrew J. Beck

(212) 880-6000

(Name, Address (Including Zip Code) and Telephone Number (Including Area Code)

of Agent For Service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title Of Each Class	Name Of Exchange On Which Registered
Common Shares	The NASDAQ Global Select Market

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

For annual reports, indicate by check mark the information filed with this Form:

x  Annual Information Form x  Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 121,540,562 common shares.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.

Yes  x    No  ¨

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

Yes  x    No   ¨

FORWARD-LOOKING STATEMENTS

All statements, other than statements of historical facts, included or incorporated by reference in this Annual Report regarding the strategy, future operations, financial position, future revenues, projected costs, prospects, plans and objectives of Wi-LAN Inc. (“WiLAN” or the “Company”) and its management are forward-looking statements. When used herein, the words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. WiLAN cannot guarantee that the Company will actually achieve the plans, intentions or expectations disclosed in any of these forward-looking statements or statements of “belief” and undue reliance should not be placed on any such forward-looking statements or statements of “belief”.

All forward-looking statements and statements of “belief” contained in this Annual Report are subject to known and unknown risks, uncertainties, assumptions and other factors outside of management’s control that could cause WiLAN’s actual results to differ materially from those indicated or implied by forward-looking statements or statements of “belief”, including the factors discussed under “Risk Factors” and in other sections of the Annual Information Form for the fiscal year ended December 31, 2012, which is filed as Exhibit 99.1 to this Annual Report. Those factors and the other cautionary statements made in that Annual Information Form should be read as being applicable to all related forward-looking statements and statements of “belief” wherever they appear or are incorporated by reference in this Annual Report.

Any forward-looking statements and statements of “belief” represent the Company’s estimates based on information available at the time only and should not be relied upon as representing WiLAN’s estimates as of any subsequent date. The Company’s forward-looking statements contained in the exhibits incorporated by reference into this Annual Report are made as of the respective dates set forth in such exhibits. In preparing this Annual Report, the Company has not updated such forward-looking statements to reflect any subsequent information, events or circumstances or otherwise, or any change in management’s beliefs, expectations or opinions that may have occurred prior to the date hereof. The Company assumes no responsibility for the accuracy and completeness of any forward-looking statements and statements of “belief” and, except as required by law, WiLAN does not assume any obligation to update any forward-looking statements or statements of “belief”. The Company disclaims any intention or obligation to update or revise any forward-looking statements or statements of “belief”, whether as a result of new information, future events or otherwise.

DISCLOSURE CONTROLS AND PROCEDURES

As of the end of the period covered by this Annual Report, an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) was carried out by our management, under the supervision, and with the participation, of the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Based upon that evaluation, the CEO and the CFO concluded that as of December 31, 2012, the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in reports that it files or submits to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and accumulated and communicated to the Company’s management, including its CEO and CFO, as appropriate, to allow for timely decisions regarding required disclosure.

While the CEO and CFO believe that the Company’s disclosure controls and procedures provide a reasonable level of assurance that they are effective, they do not expect that the Company’s disclosure controls and procedures will prevent all errors and fraud. Because of inherent limitations, a control system, no matter how well conceived or operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND

ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the CEO and the CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Because of its inherent limitations, however, internal control over financial reporting may not prevent or detect misstatements on a timely basis.

Our management evaluated, under the supervision of the CEO and the CFO, the effectiveness of our internal control over financial reporting as at December 31, 2012. We based our evaluation on criteria established in “Internal Control over Financial Reporting – Guidance for Smaller Public Companies” issued by the Committee of Sponsoring Organizations of the Treadway Commission and, based on that evaluation, we have concluded that, as of December 31, 2012, our internal control over financial reporting is effective.

Auditors’ attestation report.

Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to an exemption for emerging growth companies under the Jumpstart Our Business Startups Act.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the year ended December 31, 2012, no changes occurred in the Company’s internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

NOTICES PURSUANT TO REGULATION BTR

Not applicable.

AUDIT COMMITTEE FINANCIAL EXPERT

The Company’s board of directors has determined that all of the members of the audit committee are “audit committee financial experts” as such term is defined in the General Instructions to the Form 40-F. Such members are John Gillberry; William Jenkins; and Richard Shorkey. All such persons are “independent”, as such term is defined under NASDAQ rules.

CODE OF ETHICS

The Company has adopted a Code of Business Conduct and Ethics which applies to all directors, officers and employees of the Company. Such code is available on the Company’s website at www.wilan.com.

All amendments to the Company’s Code of Business Conduct and Ethics, and all waivers of the Code with respect to any director, officer or employee of the Company, will be posted on the Company’s website.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth information on the fees billed by the Company’s external auditor, PricewaterhouseCoopers LLP, to the Company in thousands of Canadian dollars for each of the fiscal year ended December 31, 2011 and December 31, 2012.

External Auditor Service Fees ⁽¹⁾

	Fiscal Year 2012		Fiscal Year 2011
Audit Fees (2)	$	281	$	451
Audit-Related Fees (3)		47		43
Tax Fees (4)		22		3
All Other Fees (5)		7		6
Total Fees Billed	$	357	$	503

Notes:

(1) All amounts in thousands of Canadian dollars.

(2) “Audit Fees” consist of the aggregate fees of PricewaterhouseCoopers LLP (“PwC”), WiLAN’s auditors, for professional services rendered by them for the audit of the Company’s annual financial statements and review of the MD&A and related services that are normally provided by them in connection with statutory and regulatory filings or engagements. Fiscal 2012 fees billed by PwC for services provided by them relate to their review of WiLAN’s internal controls ($79). Fiscal 2011 fees billed by PwC for services provided by them relate to their review of WiLAN’s prospectus and other filings in connection with the January 2011 bought deal financing ($18), the NASDAQ listing in June 2011 ($167) and the MOSAID take-over bid launched in August 2011 ($158).

(3) “Audit-related Fees” consist of the aggregate fees billed by PwC for assurance and related services rendered by them that are reasonably related to the performance of the audit or review of WiLAN’s financial statements and are not reported as Audit Fees. Professional services provided include review and “selected procedures” of quarterly financial statements and accounting advice on certain matters.

(4) “Tax Fees” consist of the aggregate fees billed by PwC for professional services rendered by them for tax compliance, tax advice and tax planning. Tax services included advisory services and review and filing of the Company’s annual income tax returns. Fiscal 2012 fees billed by PwC for services provided by them relate to tax advice with respect to prior years’ tax filings. Fiscal 2011 fees billed by PwC for services provided by them related to tax advice with respect to prior years’ tax filings.

(5) “All Other Fees” consist of fees billed by PwC for products and services other than Audit Fees, Audit Related Fees and Tax Fees.

The Company’s audit committee approved all audit and non-audit services provided to the Company during the periods listed above.

The following describes WiLAN’s policy relating to the engagement of the external auditors for the provision of non-audit services. When requiring the use of accounting and taxation and other consulting services, the Company will not utilize the services of the current external auditor where the delivery of the service may create a potential or perceived conflict of interest. Consulting services which require subsequent external auditing cannot be performed by WiLAN’s auditors. For greater clarity, the following consulting services do not present a conflict of interest: advice relating to the accounting treatment of new accounting pronouncements or services ancillary to the audit; preparation of corporate tax returns; and advice on tax related matters.

Non-audit services to be provided by the external auditors must be pre-approved by the Company’s audit committee.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements.

DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The following table lists as of December 31, 2012 information with respect to the Company’s known contractual obligations (stated in thousands of U.S. dollars).

	Payments due by Period
Contractual Obligations	Total		Less than 1 Year		1-3 Years		4-5 Years		After 5 Years
Long term debt	$	—	$	—	$	—	$	—	$	—
Capital lease obligations		—		—		—		—		—
Operating leases		1,836		583		1,253
Purchase obligations		—		—		—		—		—
Other long term obligations		20,429		6,858		12,939		632		—
Total contractual obligations	$	22,265	$	7,441	$	14,192	$	632	$	—

IDENTIFICATION OF THE AUDIT COMMITTEE

The Company has a separately designated standing audit committee established in accordance with section 3(a)(58) of the Exchange Act. Its members are John Gillberry, William Jenkins and Richard Shorkey (Chair).

NASDAQ CORPORATE GOVERNANCE

The Company is a foreign private issuer whose common shares are listed on the NASDAQ Global Select Market. NASDAQ Rule 5615(a)(3) permits a foreign private issuer to follow its home country practice in lieu of the shareholder quorum requirement under NASDAQ Rule 5620(c). The NASDAQ minimum quorum requirement under Rule 5620(c) for a shareholders meeting is 33 1/3% of the outstanding common shares. The Company’s bylaws currently provide that quorum for a shareholders meeting is met if at least two shareholders holding at least 10% of the Company’s outstanding common shares entitled to vote at the meeting are present (whether in person or represented by proxy).

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the staff of the SEC, and to furnish promptly, when requested to do so by the staff of the SEC, information relating to the securities registered pursuant to Form 40-F, the securities in relation to which the obligation to file an annual report on Form 40-F arises or transactions in said securities.

The Company has previously filed with the SEC an Appointment of Agent for Service of Process and Undertaking on Form F-X in connection with the class of securities in relation to which the obligation to file this report arises.

Any change to the name or address of the agent for service of the Company shall be communicated promptly to the SEC by amendment to Form F-X referencing the file number of the Company.

SIGNATURES

Pursuant to the requirements of the United States Securities Exchange Act of 1934, as amended, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

WI-LAN INC.
By:	/s/ Prashant R. Watchmaker
	Name: Prashant R. Watchmaker
	Title: Vice-President, Corporate Legal & Corporate Secretary
Date: March 8, 2013

EXHIBIT INDEX

Exhibit		Description
	99.1	Annual information form for the year ended December 31, 2012
	99.2	Management’s discussion and analysis of financial condition and results of operations for the twelve month period ended December 31, 2012 and the twelve month period ended December 31, 2011
	99.3	Audited annual financial statements for the twelve months ended December 31, 2012 and the twelve months ended December 31, 2011
	99.4	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14 of the Exchange Act
	99.5	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14 of the Exchange Act
	99.6	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350
	99.7	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350
	99.8	Consent of PricewaterhouseCoopers LLP
	101	The following financial information from the Company’s audited annual financial statements for the twelve months ended December 31, 2012 and the twelve months ended December 31, 2011, formatted in XBRL (Extensible Business Reporting Language) and furnished electronically herewith: (1) Consolidated Statements of Operations and Deficit; (2) Consolidated Balance Sheets; (3) Consolidated Statements of Cash Flows; and (4) Notes to Consolidated Financial Statements

EX-99.1

Exhibit 99.1

WI-LAN INC.

ANNUAL INFORMATION FORM

FOR THE YEAR ENDED DECEMBER 31, 2012

MARCH 7, 2013

Table of Contents

Forward-Looking and Other Statements	3
General Matters	3
Glossary of Certain Terms	4
1.    Corporate Structure	6
2.    General Development of the Business	6
Summary	6
3 Year History: Fiscal 2010 (January 1, 2010 to December 31, 2010)	7
3 Year History: Fiscal 2011 (January 1, 2011 to December 31, 2011)	8
3 Year History: Fiscal 2012 and Recent Developments (January 1, 2012 to March 7, 2013)	10
3.    Description of the Business	12
Employees	15
Risk Factors	15
4.    Dividends	29
5.    Capital Structure	29
Common Shares	30
Special Preferred Shares	30
Preferred Shares	30
Debentures	30
Shareholder Rights Plan	31
6.    Market for Securities	32
Trading Price and Volume of Common Shares	32
Trading Price and Volume of Debentures	32
7.    Directors and Officers	33
Directors	33
Executive Officers	34
Cease Trade Orders, Bankruptcies, Penalties or Sanctions	36
8.    Audit Committee Information	36
Audit Committee Charter	36
Composition	36
Education and Experience	36
Pre-approval of Non-audit Services	37
9.    Legal Proceedings	38
10.    Interests in Material Transactions	40
11.     Transfer Agent and Registrar	40
12.     Material Contracts	40
13.     Interests of Experts	40
14.     Additional Information	41
Appendix “A” – Wi-LAN Inc. - Audit Committee Mandate	42

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Forward-Looking and Other Statements

All statements, other than statements of historical facts, included in this Annual Information Form regarding the strategy, future operations, financial position, future revenues, projected costs, prospects, plans and objectives of Wi-LAN Inc. (“WiLAN” or the “Company”) and its management are forward-looking statements. When used in this Annual Information Form, the words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. WiLAN cannot guarantee that the Company will actually achieve the plans, intentions or expectations disclosed in any of these forward-looking statements or statements of “belief” and undue reliance should not be placed on any such forward-looking statements or statements of “belief”.

All forward-looking statements and statements of “belief” contained in this Annual Information Form are subject to known and unknown risks, uncertainties, assumptions and other factors outside of management’s control that could cause WiLAN’s actual results to differ materially from those indicated or implied by forward-looking statements or statements of “belief”, including the factors discussed under “Risk Factors” and in other sections of this Annual Information Form. These factors and the other cautionary statements made in this Annual Information Form should be read as being applicable to all related forward-looking statements and statements of “belief” wherever they appear in this Annual Information Form.

Any forward-looking statements and statements of “belief” represent the Company’s estimates as of the date of this Annual Information Form only and should not be relied upon as representing WiLAN’s estimates as of any subsequent date. The Company assumes no responsibility for the accuracy and completeness of any forward-looking statements and statements of “belief” and, except as required by law, WiLAN does not assume any obligation to update any forward-looking statements or statements of “belief”. The Company disclaims any intention or obligation to update or revise any forward-looking statements or statements of “belief”, whether as a result of new information, future events or otherwise.

General Matters

Market data and industry forecasts used in this Annual Information Form were obtained from various publicly available sources. Although WiLAN believes that these independent sources are generally reliable, the accuracy and completeness of such information are not guaranteed and have not been independently verified.

“Wi-LAN” and “WiLAN” are the Company’s trade names and “Wi-LAN” is a registered trade-mark in Canada and the United States. This Annual Information Form also includes references to trade names and trade-marks of other companies, which trade names and trade-marks are the properties of their respective owners.

In this Annual Information Form, references to “Common Shares” relate to common shares in the capital of WiLAN and references to the “Board” relate to the Company’s Board of Directors.

Unless otherwise indicated, all financial information in this Annual Information Form is reported in Canadian dollars.

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Glossary of Certain Terms

In addition to the terms defined in the body of this Annual Information Form, the following terms used in this Annual Information Form have the meanings set forth below unless otherwise specified.

“088 patent” means U.S. patent number 6,240,088.

“222 patent” means U.S. patent number 5,282,222.

“323 patent” means U.S. patent number 5,956,323.

“326 patent” means U.S. patent number 6,088,326.

“369 patent” means U.S. patent number 5,515,369.

“402 patent” means U.S. patent number 5,828,402.

“759 patent” means U.S. patent number 6,549,759.

“802 patent” means U.S. patent number RE37,802.

“969 patent” means U.S. patent number 6,232,969.

“ADSL” stands for “asymmetric digital subscriber line” and represents a standards-based access technology that provides broadband Internet access over twisted pair telecommunications wiring.

“Bluetooth” is a wireless protocol for exchanging data over short distances between fixed and mobile devices.

“CAFC” means the U.S. Court of Appeal for the Federal Circuit.

“CBCA” means the Canada Business Corporations Act.

“CDMA” means “code division multiple access”, a cellular telecommunications specification.

“DOCSIS” stands for “data over cable service interface specifications” and represents a standards-based access technology that provides broadband Internet access over cable networks.

“EDTX Court” means the U.S. District Court for the Eastern District of Texas.

“Gladios” means Gladios, IP Inc., a corporation existing under the General Corporation Law of the State of Delaware.

“IEEE” means the Institute of Electrical and Electronics Engineers, Inc.

“LTE” stands for “long term evolution” and represents a high performance air interface for cellular mobile communications systems designed to increase the capacity and speed of mobile telephone networks.

“NASDAQ” means the NASDAQ Global Select Market.

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“NDCAL Court” means the U.S. District Court for the Northern District of California.

“SDFL Court” means the U.S. District Court for the Southern District of Florida.

“SDNY Court” means the U.S. District Court for the Southern District of New York.

“SEC” means the U.S. Securities and Exchange Commission.

“TSX” means the Toronto Stock Exchange.

“U.S. Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“U.S. Sarbanes-Oxley Act” means the U.S. Sarbanes-Oxley Act of 2002.

“USPTO” means the U.S. Patent and Trademark Office.

“V-Chip” is a technology that permits the blocking of television programs at a digital television receiver (such as a digital television, multi-media equipped personal computer or digital set-top box) by viewers based on ratings information carried on the digital television signal.

“Wi-Fi” is the underlying technology of wireless local area networks based on various IEEE 802.11 specifications.

“WiLAN Canada” means Wi-LAN Canada Inc., a corporation existing under the CBCA.

“WiLAN Hong Kong” means Wi-LAN International Hong Kong Inc., a corporation existing under the CBCA.

“WiLAN International” means Wi-LAN International Inc., a corporation existing under the CBCA.

“WiLAN Japan” means Wi-LAN International Japan Inc., a corporation existing under the CBCA.

“WiLAN Taiwan” means Wi-LAN International Taiwan Inc., a corporation existing under the CBCA.

“WiLAN Technologies” means Wi-LAN Technologies Inc., a corporation existing under the General Corporation Law of the State of Delaware.

“WiLAN USA” means Wi-LAN USA, Inc., a corporation existing under the Florida Business Corporation Act.

“WiMAX” means “worldwide interoperability for microwave access”, a standards-based broadband wireless technology that provides metropolitan area network connectivity based on IEEE 802.16 specifications.

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1. Corporate Structure

WiLAN was continued as a corporation under the CBCA on August 2, 2007 and was amalgamated with three of its wholly-owned subsidiaries, Wi-LAN V-Chip Corp., Wi-LAN Technologies Corporation and 7248091 Canada Inc. under the CBCA on October 1, 2009.

The Company was originally incorporated under the Business Corporations Act (Alberta) as 529144 Alberta Ltd. on May 14, 1992 and amended its articles of incorporation to change its name to “Wi-LAN Inc.” on October 29, 1992. On October 3, 1994, WiLAN amended its articles to remove the prohibition on inviting the public to subscribe for the Company’s securities and, on March 24, 1998, amended its articles to remove its remaining private company restrictions and to reorganize its share capital.

WiLAN has six significant directly wholly-owned subsidiaries, WiLAN Canada, WiLAN International, WiLAN Hong Kong, WiLAN Japan and WiLAN Taiwan, each of which is incorporated under the CBCA and WiLAN Technologies incorporated under the General Corporation Law of the State of Delaware. The Company also has two significant indirectly wholly-owned subsidiaries WiLAN USA incorporated under the Florida Business Corporation Act and Gladios incorporated under the General Corporation Law of the State of Delaware.

Unless otherwise indicated in this Annual Information Form, all references to “WiLAN” or the “Company” in this Annual Information Form include all of the subsidiaries of Wi-LAN Inc. including, without limitation, WiLAN Canada, WiLAN International, WiLAN Hong Kong, WiLAN Japan, WiLAN Taiwan, WiLAN Technologies, WiLAN USA and Gladios.

WiLAN’s head and registered office is located at 11 Holland Avenue, Suite 608, Ottawa, Ontario, K1Y 4S1. The Company maintains a website at www.wilan.com; the information on which website is not and should not be considered part of, or incorporated by reference into, this Annual Information Form.

2. General Development of the Business

Summary

WiLAN is a leading technology innovation and licensing company. Through both internal research and development and acquisitions from third parties, the Company has acquired intellectual property in the form of patents and patent applications in many different countries that has been licensed to more than 260 companies in telecommunications and consumer electronics markets around the world.

WiLAN was founded in 1992 as a pioneer in the design, development and delivery of broadband wireless technologies. Innovations developed and patented by the Company’s founding team and engineers led to the commercialization of advanced broadband wireless equipment more than a decade ago. WiLAN’s patented V-Chip technology was also developed and commercialized over a decade ago.

The Company continues to conduct ongoing technology research with a focus on commercializing inventions in next-generation wireless communication systems. WiLAN’s current major research initiative involves optimizing the transport of multimedia data traffic through the radio access network infrastructure primarily in relation to LTE technologies.

In its licensing business, the Company has signed licenses with companies that sell products utilizing technologies including: CDMA; Wi-Fi; WiMAX; LTE; ADSL; DOCSIS; Bluetooth; and V-Chip.

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More than 260 companies have licensed various WiLAN technologies including AmTRAN Technology Co., Ltd., ASUSTeK Computer Inc., Atheros Communications, Inc. (“Atheros”), Broadcom Corporation (“Broadcom”), Cisco Systems Inc. (“Cisco”), Fujitsu Microelectronics America, Inc. and its affiliates (“Fujitsu”), Infineon Technologies AG (“Infineon”), Intel Corporation (“Intel”), LG Electronics, Inc. (“LG”), Marvell Semiconductor, Inc. (“Marvell”), Matsushita Electric Industrial Co., Ltd. (“Matsushita”), Motorola Mobility Holdings, Inc., Motorola Solutions, Inc., NEC Corporation, Nikon Corporation, Research In Motion Corporation, Samsung Electronics Co., Ltd. (“Samsung”) and Sharp Corporation.

3 Year History: Fiscal 2010 (January 1, 2010 to December 31, 2010)

On January 19, 2010, WiLAN announced that it had commenced an action against LG and LG Electronics U.S.A., Inc. (collectively, “LGE”) in an action (the “V-Chip Case”) before the SDNY Court. The Company has claimed that LGE has breached its contract with WiLAN and infringed its 402 patent with respect to televisions sold by LGE in the U.S.

In January 2010, the Company learned that TELUS Corporation and TELUS Communications Inc. (collectively, “TELUS”) had filed a claim in the Court of Queen’s Bench in Calgary, Alberta in April 2009 against WiLAN, Dr. Michel Fattouche and Dr. Hatim Zaghloul regarding the ownership of several patents including, amongst others, the Company’s 222 patent and 802 patent. On April 21, 2010, WiLAN announced that it had signed a final agreement with TELUS to settle this action. As part of this final settlement, TELUS sold any rights it may have had in certain patents to the Company in exchange for a one-time payment which WiLAN viewed as not being material.

On April 8, 2010, WiLAN announced that it had filed claims against 19 major companies including Acer Inc. (“Acer”), Apple Inc. (“Apple”), Atheros, Broadcom, Dell Inc. (“Dell”), Gateway, Inc. (“Gateway”), Hewlett-Packard Company (“Hewlett-Packard”), Intel, Marvell, Sony Corporation (“Sony”), Texas Instruments Incorporated (“Texas Instruments”) and Toshiba Corporation (“Toshiba”) in the EDTX Court. The Company claimed that these companies infringed its 369 patent by making and/or selling various products that use technology derived from this patent relating to Bluetooth technology. In June 2010, WiLAN added AliphCom, CSR plc and SiRF Technology, Inc. as defendants to this action. The Company has settled this action as against all defendants.

On June 4, 2010, WiLAN announced two new independent directors, Messrs. W. Paul McCarten and Jim Roche, had been elected by its shareholders to the Board at the Company’s June 3, 2010 annual and special meeting of shareholders.

On October 5, 2010, WiLAN announced that it had filed claims against 11 major companies including Alcatel-Lucent USA Inc. (“Alcatel-Lucent”), Ericsson Inc. (“Ericsson”), Sony Ericsson Mobile Communications (USA) Inc., HTC Corporation (“HTC”) and LGE in the EDTX Court. The Company has claimed that these companies have infringed and continue to infringe its 326 patent as well as its U.S. patent numbers 6,195,327, 6,222,819 and 6,381,211 by making and/or selling various products including wireless communications products that use technology derived from these patents which relate to the 3GPP standard. This action was settled as against LGE in December 2010 and a trial against the remaining defendants is currently scheduled for April 8, 2013.

In November 2010, WiLAN announced it had entered into an agreement with a syndicate of underwriters led by Paradigm Capital Inc. and Wellington West Capital Markets Inc., and including CIBC World Markets Inc. and Fraser Mackenzie Limited, pursuant to which the underwriters agreed to purchase, on a bought-deal basis, 5,000,000 Common Shares at a price of $4.35 per share with an option to purchase an additional 625,000 Common Shares. The Company announced the closing of this transaction on December 17, 2010 for net cash proceeds of $20,457,000 (gross proceeds of $21,750,000) and the closing

7

of the underwriters’ option on December 22, 2010 for net cash proceeds of $481,000 (gross proceeds of $506,000).

During fiscal 2010, WiLAN entered into license agreements with 28 entities including Conexant Systems, Inc., LG and Sharp Corporation.

During its 2010 fiscal year, the Company increased the size of its patent portfolio to over 970 patents and applications through acquisitions and research and development.

3 Year History: Fiscal 2011 (January 1, 2011 to December 31, 2011)

Between January 14, 2011 and April 26, 2011, WiLAN announced that it had settled all matters at issue against all remaining defendants in the following litigations:

• two separate actions originally filed by the Company in October 2007 against 22 major companies including Acer, Apple, Dell, Gateway, Hewlett-Packard, Intel, Sony, Texas Instruments and Toshiba in the EDTX Court relating to the defendants’ infringement of the 222 patent, the 802 patent and WiLAN’s 323 patent and 759 patent in laptop computers and computer routers;

• the action originally filed by the Company in June 2008 against Research In Motion Corporation, Research In Motion, Ltd., Motorola, Inc., UTStarcom, Inc., LG, LG Electronics Mobilecomm U.S.A., Inc. and Personal Communications Devices LLC in the EDTX Court relating to the defendants’ infringement of the 222 patent and the 802 patent in mobile handheld devices and other equipment; and

• an action originally filed by Intel in the NDCAL Court in September 2008, seeking a declaratory judgment that 18 of WiLAN’s U.S. patents were invalid.

In January 2011, the Company announced it had entered into an agreement with a syndicate of underwriters led by CIBC World Markets Inc. and including Paradigm Capital Inc., Wellington West Capital Markets Inc., Canaccord Genuity Corp., Fraser Mackenzie Limited and NCP Northland Capital Partners Inc., pursuant to which the underwriters agreed to purchase, on a bought-deal basis, 11,400,000 Common Shares at a price of $6.60 per share with an option to purchase an additional 1,140,000 Common Shares. WiLAN announced the closing of this transaction on February 4, 2011 for net cash proceeds of $71,278,000 (gross proceeds of $75,240,000).

On April 27, 2011, the Company announced that it had filed an application to list the Common Shares on the NASDAQ, which listing became effective on June 1, 2011.

On June 10, 2011, WiLAN announced that it would partner with Poynt Corporation (“Poynt”) to assist Poynt in licensing its portfolio of internet advertising technology patents through Gladios.

On June 13, 2011, the Company announced that it would partner with 01 Communique Laboratory Inc. (“01 Communique”) to assist 01 Communique in licensing its portfolio of remote access technology patents through Gladios.

On August 2, 2011, WiLAN announced that U.S. Magistrate Judge Peck had made certain non-binding recommendations to U.S. District Court Judge Kaplan in the V-Chip Case with respect to certain summary judgment motions made by LGE and the Company including recommending that a determination of non-infringement by LGE be made with respect to the 402 patent. WiLAN confirmed it

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would object to this recommendation which it did in August 2011.

On August 17, 2011, the Company announced its intention to make an all cash take-over offer (the “MOSAID Offer”) to the shareholders of MOSAID Technologies Incorporated (“MOSAID”) to purchase all of the outstanding MOSAID common shares (the “MOSAID Shares”) at a price of $38.00 per MOSAID Share for aggregate consideration of approximately $480 million. Between August 17, 2011 and October 19, 2011, WiLAN increased the MOSAID Offer to $42.00 per MOSAID Share before announcing on October 31, 2011 that it would let the MOSAID Offer.

On August 17, 2011, the Company also announced that it had entered into an agreement with a syndicate of underwriters led by Canaccord Genuity Corp. and CIBC World Markets Inc. and including Paradigm Capital Inc., National Bank Financial Inc., Fraser Mackenzie Limited and NCP Northland Capital Partners Inc., pursuant to which the underwriters agreed to purchase, on a bought-deal basis, extendible convertible unsecured subordinated WiLAN debentures (“Debentures”) having an aggregate principal amount of $200 million with an option to purchase an additional $30 million principal amount of Debentures. The Debentures were issued and sold to assist in financing part of the Company’s offer to purchase the MOSAID Shares. WiLAN announced the closing of this bought deal on September 8, 2011 (with the additional option closing on September 12, 2011) for aggregate net cash proceeds of $224 million (gross proceeds of $230 million).

On September 1, 2011, the Company filed claims against Apple, Alcatel-Lucent, Dell, Hewlett-Packard, HTC America, Inc., Kyocera International, Inc., Kyocera Communications, Inc., Novatel Wireless, Inc. and Sierra Wireless America, Inc. (“Sierra Wireless”) in the EDTX Court (the “2011 Wireless Action”). WiLAN has claimed that these companies have infringed and continue to infringe the 222 patent and the 802 patent by making and/or selling various wireless communications products including modems, personal computers and mobile phones that use technology derived from these patents which relate to CDMA, HSPA, Wi-Fi and LTE technologies. This action has been consolidated with another action and the trial date for the consolidated actions is currently set for October 7, 2013.

On November 10, 2011, the Company announced that the USPTO had confirmed the validity of all key claims in the 759 patent and also allowed more than 100 new claims in that patent following an inter partes re-examination originally requested by Intel and Broadcom.

On November 11, 2011, WiLAN announced that the Board had approved the adoption of a repurchase program pursuant to which the Company expected to purchase up to 5% of its outstanding Debentures (or Debentures having a principal amount of up to $11,500,000) between November 15, 2011 and January 31, 2012 through a normal course issuer bid over the TSX.

On November 12, 2011, WiLAN announced that it had acquired a global portfolio of more than 1,400 patents and patent applications related to digital television and video display technologies from an international consumer electronics manufacturer for US$8 million.

On December 9, 2011, the Company announced that the Board had approved the adoption of a share repurchase program pursuant to which WiLAN expected to purchase up to 5% of its outstanding Common Shares (or up to 6,183,347 Common Shares) between December 14, 2011 and March 3, 2012 through a normal course issuer bid over the TSX.

During fiscal 2011, the Company entered into license agreements with 20 entities including Atheros, Broadcom, Intel, Marvell, Motorola Mobility Holdings Inc. and Motorola Solutions, Inc.

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During its 2011 fiscal year, WiLAN increased the size of its patent portfolio to over 3,000 patents and applications through acquisitions and research and development.

3 Year History: Fiscal 2012 and Recent Developments (January 1, 2012 to March 7, 2013)

On January 19, 2012, the Company announced that it would repay and retire the Debentures in accordance with their terms upon maturity on January 31, 2012.

On January 23, 2012, WiLAN filed claims against Research In Motion Limited and Research In Motion Corporation (collectively, “RIM”) before the SDFL Court. The Company has claimed that these companies have infringed and continue to infringe the 369 patent and WiLAN’s 088 patent and 969 patent by making and/or selling various wireless communications products. The trial date for this action is currently set for February 24, 2014.

On February 1, 2012, the Company announced that Mr. Paul McCarten, an independent member of the Board, had been appointed Chairman of the Board effective immediately. WiLAN also announced that it had entered into a new five-year compensation agreement with its President & Chief Executive Officer, James Skippen.

On March 8, 2012, the Company announced that U.S. District Court Judge Kaplan of the SDNY Court had adopted most of U.S. Magistrate Judge Peck’s recommendations in the V-Chip Case, ruling that LGE did not infringe the 402 patent on a claim construction issue, and granted LGE’s motion for summary judgment against the Company. WiLAN appealed this decision to the CAFC and presented its oral argument to the CAFC on December 5, 2012. On December 11, 2012, the Company announced that the CAFC had affirmed the lower court decision.

On April 4, 2012, WiLAN announced that the USPTO had confirmed the validity of all claims in the 402 patent and also allowed more than 30 new claims following an ex parte re-examination requested by a third party.

On June 6, 2012, the Company announced that 01 Communique and WiLAN had signed a settlement and patent license agreement with Bomgar Corporation (“Bomgar”) settling all litigation among the parties and provides Bomgar with a license to certain 01 Communique patents.

On July 17, 2012, the Company announced that it had acquired a global portfolio of more than 40 patents and applications from Siemens AG related to telecommunication network management and mobile multimedia.

On September 17, 2012, WiLAN announced that the EDTX Court had consolidated the 2011 Wireless Action with another action filed by the Company against HTC. The trial date for the consolidated actions is currently set for October 7, 2013.

On September 19, 2012, WiLAN announced that it had entered into a multi-year exclusive license agreement with SENSIO Technologies Inc. (“SENSIO”) granting the Company with all rights to license certain SENSIO patents relating to 3D technologies for digital displays and associated with SENSIO S2D Switch technology.

On October 1, 2012, WiLAN announced that it had acquired a global portfolio of more than 150 patents and patent applications relating to 4G infrastructure and handsets from Alvarion Ltd. for up to US$19 million.

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On October 3, 2012, the Company announced that General Patent Corporation (“GPC”) and WiLAN had agreed to a new venture focusing on patent acquisition and monetization and had settled the litigation between the parties commenced in the SDNY Court by GPC in October, 2011.

Between October 2, 2012 and December 11, 2012, the Company announced that it had initiated the following matters:

• two separate actions commenced on October 2, 2012 in the SDFL Court against Alcatel-Lucent, Ericsson and Telefonaktiebolaget LM Ericsson (“LME”) claiming infringement of WiLAN’s U.S. patent numbers 8,229,437, 8,027,298 and 8,249,014 related to LTE technologies – a trial against Ericsson and LME in this matter is currently scheduled for July 15, 2013 and a trial against Alcatel-Lucent in this matter is currently scheduled for April 24, 2014;

• two separate actions commenced on October 2, 2012 in the SDFL Court against LGE and Toshiba claiming infringement of the Company’s U.S. patent numbers 6,359,654 and 7,034,889 related to digital TV and display technology – a trial against Toshiba in this matter is currently scheduled for October 7, 2013;

• an action against Hon Hai Precision Industry Co. Ltd. (“Hon Hai”) on October 1, 2012 in Florida State Court concerning Hon Hai’s failure to report sales and revenues as required under a previously signed license agreement, in response to which WiLAN understands Hon Hai filed an action in the SDNY Court requesting a declaration that it does not infringe the 402 patent and that the 402 patent is invalid;

• five separate actions commenced on December 6, 2012 claiming patent infringement against Apple, HTC and Sierra Wireless, of which three actions were filed in the SDFL Court claiming infringement of the Company’s U.S. patent numbers 8,315,640 and 8,311,040 related to LTE technologies and two were filed in the EDTX Court claiming infringement of WiLAN’s U.S. Patent No. 6,381,211 related to 3G HSPA handset products; and

• an action commenced on December 10, 2012 in the SDFL Court against RIM claiming infringement of the Company’s U.S. Patent No. 6,260,168 related to Bluetooth technologies – a trial in this matter is currently scheduled for November 11, 2013.

On January 29, 2013, WiLAN announced that it would partner with British Telecommunications Plc (“BT”) to assist BT in licensing certain digital rights management related patents and other patents through Gladios.

On February 13, 2013, the Company announced that it would partner with Espial Group Inc. (“Espial”) to assist Espial in licensing its portfolio of video over IP related patents through Gladios.

During fiscal 2012 and to date in fiscal 2013, WiLAN has entered into new or renewed license agreements with 8 entities including Ikanos Communications, Inc., Alpha Networks Inc. and Alvarion Ltd.

During its 2012 fiscal year and so far in 2013, the Company has acquired more than 190 patents and patent applications. At the date of this Annual Information Form, WiLAN owns over 3,000 patents and patent applications.

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3. Description of the Business

In mid-2006, WiLAN re-focused its business on technology innovation and licensing. At that time, the Company owned approximately twenty patents including certain patents it believed could be used in a licensing program. In launching this new form of business, a key strategy was to strengthen the patent portfolio to sustain long-term revenue opportunities and associated growth.

Over the past six years, WiLAN has grown from 1 employee to 52 employees, increased its patent portfolio from approximately 20 patents to more than 3,000 issued or pending patents, signed more than 260 licensees, and grown annual revenues from approximately US$1.9 million to approximately US$88 million in its 2012 fiscal year, representing a compound annual growth rate of nearly 90%. As a result of the increase in the breadth and depth of its patent portfolio, the Company believes that it has more than 40 separate key patent families available to license. WiLAN defines a “patent family” in this context as a patent or group of related patents that has been mapped to a particular product or to an industry standard.

The Company’s principal source of revenue is from licensing the patents in its own patent portfolio. WiLAN also generates revenue from licensing portfolios on behalf of third-party patent holders and may, from time to time, sell patents from its portfolio if the revenue from an outright sale of those patents is believed to be greater than its licensing potential. The Company plans to build upon its significant base of signed license agreements and increase its licensing opportunities by growing the patent portfolio with a combination of technology innovation through internal research and development, patent acquisitions, licensing relationships with patent holders and corporate mergers and acquisitions. A fundamental requirement of WiLAN’s business is that its patent portfolios must be large, deep, geographically broad, and have sufficient life remaining to be of real value for potential licensees.

The Company generally refers to the patents it owns as components of its “Core Programs” and characterizes them as: Wireless Access; Digital Display and Television; Cloud Computing; Medical Devices; and Semiconductors. WiLAN is continuing to evaluate all of the patents in its portfolios to determine whether any specific patents may be applicable to other technology and product areas.

Technology areas generally included in WiLAN’s Wireless Access program include, but are not limited to, 3G/4G, Wi-Fi and Bluetooth as well as other technologies generally applicable to handheld devices (e.g. text editing) or to infrastructures necessary to operate wireless networks. WiLAN has generated licensing revenue from companies that sell products described as cellular handsets, such as smart phones, and infrastructure, tablets, laptop computers and Wi-Fi routers. The Wireless Access portfolio contains more than 1,200 patents and patent application. In addition, the Company believes that it has identified a number of other potentially licensable products in markets adjacent to “pure” wireless markets.

WiLAN’s Digital Display and Television portfolio originated with the acquisition of its V-Chip technology patents in July 2007 and has been augmented with acquisitions from several other sources. This portfolio now includes more than 1,400 patents and patent applications around such technology areas as multimedia processing, display and touch screens and graphical user interfaces, all of which are potentially used in smart phones, digital televisions, “smart” televisions, tablet computers and laptop computers. Approximately 30 – 40% of the available North American digital television market has been licensed to WiLAN’s V-Chip patents and signed agreements are expected to generate revenues for an additional four years. This market is not, however, expected to grow any further over the next four years and, consequently, revenues derived from these signed agreements are also not expected to grow any further. WiLAN’s Digital Display and Television program does, however, have significant depth above and beyond just V-Chip and the Company has only just begun licensing discussions related to non-V-Chip Digital Display and Television related patents.

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WiLAN’s strategy to increase revenues is partially rooted in increasing the size and breadth of its Wireless Access and Digital Display and Television patent portfolios, but another component of its growth strategy is the creation of large valuable portfolios in new areas. The Company is currently developing incremental core licensing programs in the areas of Cloud Computing, Medical Devices and Semiconductor Technologies, which programs may be developed through the acquisition of patent portfolios or through the development of one or more strategic partnerships.

WiLAN’s internal research and development efforts seek to generate new inventions in next generation communications technologies and to identify new technology opportunities. This technology innovation complements the Company’s ongoing activities to acquire appropriate technology or to partner with technology owners permitting WiLAN to grow its revenues over time with the goal of growing and strengthening its licensing offerings. The Company was originally founded as a pioneer in the design, development and delivery of broadband wireless technologies. Innovations developed and patented through the years by WiLAN’s founding team and engineering staff resulted in the commercialization of advanced broadband wireless equipment more than a decade ago. Growing on these foundations, WiLAN is actively engaged in ongoing technology research activities. The Company’s current area of research and development focus is wireless broadband, but WiLAN continues to engage in research and development in other technology areas as opportunities present themselves.

The Company has developed methodologies for its licensing programs that have yielded strong results since mid-2006, having generated cumulative revenues to the end of 2012 of approximately US$357 million. When approaching a potential licensee, WiLAN presents compelling reasons to enter into a license agreement with detailed infringement analysis along with a fair and reasonable license rate. In many circumstances, the Company also presents a potential licensee with a broad array of patents or patent families that may be applicable to the licensee’s business or products thus increasing their risk of not signing a license. Although WiLAN signed fewer significant licenses in fiscal 2012, it has continued to consistently sign licenses and has entered into eight licenses in the last twelve months. Early in fiscal 2011, the Company signed many significant license agreements with computer chip suppliers that are licensed for at least five and, in some cases, six years which has made further licensing in certain legacy areas more time consuming. In addition, WiLAN is involved in litigation with many potential licensees with respect to which several trials are currently scheduled to begin in 2013. Licensing in the Digital Display and Television program was also slow in 2012, with many potential licensees only recently recommencing detailed discussions.

WiLAN’s license agreements generally take into consideration rights to license the patents covered and releases for past infringement. Related payments may be lump-sum, fixed-price with set payments made over a specified period of time or running royalty based depending on a price per-unit and/or a percentage of product sales or service revenues enjoyed by licensees. Running royalty based licensees generally provide the Company with quarterly or semi-annual royalty reports which are typically received subsequent to the period in which the underlying sales occurred.

Consideration for license agreements is generally paid in cash, although WiLAN has accepted a combination of cash and in-kind patents in the past and may do so again in the future. The Company may consider in-kind patents if the patents fit its value proposition and strategic objectives. WiLAN recognizes revenue from these arrangements as amounts become due and collection is assured.

Royalty rates and the consideration for a license may vary significantly with different licensees because there are many factors that may make different rates and other terms appropriate. These include, without

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limitation: the clarity of the reads of patent claims on the prospective licensee’s products; the significance of the patented invention to the performance of such products; the strength of the patents generally; the profitability of the products in question; the propensity of the prospective licensee to resist taking a license or to litigate; the number of applicable patents; the volume of products that infringe; the geographies in which infringing products are manufactured and sold; the prospective licensee’s future sales plans; and the prospective licensee’s financial position.

Although WiLAN prefers to negotiate license agreements without litigation, the Company is prepared to take all necessary steps, including investing in litigation, to ensure it receives fair compensation for the use of its patented technologies. If litigation should be initiated against a prospective licensee, WiLAN’s business approach seeks resolution of the litigation through the signing of a license agreement. Licensing discussions may be ongoing with a number of prospective licensees at any time and although the Company cannot anticipate how any litigation may affect ongoing discussions, WiLAN’s experience is that discussions will often continue through the litigation process and that some parties may be inclined to take licenses. The Company is currently involved in fifteen different litigations, with seven trials currently scheduled to begin in 2013.

Notwithstanding WiLAN’s early success in many areas, the business and legal environment for patent licensing companies has become increasingly difficult during the past several years. In this more difficult licensing environment, the Company continues to adapt and evolve to achieve success. Recent examples of such evolution include the hiring of highly qualified specialists and subject matter experts in applicable technologies, acquisitions of patents that have strengthened WiLAN’s patent portfolios and financings that have significantly strengthened the Company’s financial position. As well, the Company signed a number of significant license agreements with large industry leaders in 2011. WiLAN believes these recent accomplishments have established a strong foundation for future operations and growth.

The Company employs individuals with unique skill sets and proven abilities to conclude license agreements. This is important, because the strength of asserted patents is only part of what is needed to derive substantial revenues from them; human expertise in the relevant markets, in patent portfolio development, and in patent licensing and litigation are as crucial as strong patents.

Based on the strength of WiLAN’s portfolio, its licensing capability, human resources and fair business dealings, the Company believes that its Core Programs will become well known in the applicable industries and that companies will accept that licenses will be inevitable and will budget for them. WiLAN also believes that it is well positioned to deliver continued strong financial performance because of its strong and growing patent portfolio, professional and systematic approach to licensing, management team, track record of signing license agreements, significant base of signed agreements and solid financial position.

WiLAN expects that it will be required to litigate from time to time with parties that infringe its patents but refuse to pay what the Company considers fair consideration for a license or as compensation for past infringement. It is important that prospective licensees know that, when necessary, WiLAN has sufficient funds to conduct protracted and multiple litigations, otherwise a party may be even more reluctant to take a license. In addition to any litigation commenced by the Company, one or more parties may file actions against WiLAN seeking declaratory judgments of non-infringement and/or invalidity against its patents and/or request re-examination or reviews of certain patents before the USPTO.

As part of its longer-term strategy, the Company continues to acquire additional patents to strengthen its portfolios as such patents are identified and become available; in the past such acquisitions have often been in the wireless and telecommunications areas, but these areas will not necessarily be the focus for future patent acquisitions. The business models for acquisition may include: the acquisition of patents or

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licensing rights to the patents with a limited or no up-front cash payment, but sharing in any license fees generated through licensing the patents; the acquisition of patents as partial consideration for a license to WiLAN’s patent portfolio; and/or the acquisition of patents for cash or Common Shares.

During fiscal 2012 and so far in fiscal 2013, the Company acquired over 190 patents and patent applications; WiLAN is currently in discussions with a number of parties concerning the possible acquisition of patents, the value of which patents are determined on a case by case basis.

On December 31, 2012, the Company’s fiscal year-end, WiLAN had approximately US$176.9 million in cash and short-term investments on hand. The Company believes this amount represents sufficient financial resources to fund operations for the foreseeable future based on its current plans. WiLAN believes it will remain in a position to fund ongoing operations from license revenues generated for the foreseeable future, although this is not assured.

Employees

At December 31, 2012, the Company had 47 employees and, at March 7, 2013, WiLAN had 52 employees. The Company expects to continue growing staffing levels in 2013 and will manage its cost base relative to its licensing opportunities, taking into account licensing results that are achieved and its financial resources.

Risk Factors

The following list of risk factors may not be exhaustive as WiLAN operates in a rapidly changing business and new risk factors emerge from time to time. The Company may not be able to predict any such risk factors, nor can WiLAN assess the extent to which any risk factor or combination of risk factors may cause actual results to differ materially from those projected, may have a material adverse effect on its business or may cause the price of the Common Shares to decline. Any of the matters described under this “Risk Factors” heading could have a material adverse effect on the Company’s business, results of operations and financial condition, in which case, the trading price of the Common Shares could decline and a holder of Common Shares could lose all or a part of their investment. See also “Forward Looking and Other Statements”.

Risks Related to WiLAN’s Business

Certain of WiLAN’s patents may be found to be invalid, unenforceable and/or not infringed by any specific third party.

There can be no certainty as to the validity and/or enforceability of any particular WiLAN patent and, even if any such patent is valid and enforceable, whether any specific third party infringes any such patent. Furthermore, even if any specific patent is valid, enforceable and infringed by a specific third party, there can be no certainty as to whether the Company will be able to successfully license any such patent to that third party at all or on terms favourable to WiLAN, or successfully litigate against that third party.

WiLAN will be required to establish the enforceability of its patents in court to obtain material licensing revenues.

WiLAN has been and continues to be involved in a number of court actions against certain companies it considers to be infringing certain of its patents, has been forced to defend the validity of certain of its patents against challenges from certain of these companies and may be forced to do so again from time to

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time both in actions started by the Company or started by other parties. Challenges to WiLAN’s patents involve complex factual and legal issues that may give rise to uncertainty as to the applicability, validity, scope and enforceability of a particular patent. Litigation can be costly and time-consuming, outcomes are uncertain and involvement in intellectual property litigation could result in significant expense adversely affecting the licensing of the challenged patents and diverting management’s efforts, whether or not such litigation is ultimately resolved in the Company’s favour.

Any failure by a court to confirm the applicability, enforceability and validity of WiLAN’s patents could materially adversely affect the Company. Prolonged litigation could also delay the receipt of licensing revenues by WiLAN and deplete the Company’s financial resources. It is difficult to predict the outcome of U.S. patent litigation at the trial level, in part because juries may find complex patented technologies difficult to understand and, consequently, there may be a higher rate of successful appeals in patent enforcement litigation than in other commercial litigation. As such, there can be no assurance that any of WiLAN’s patents will be determined to be infringed by any party or will not be invalidated, circumvented, challenged, rendered unenforceable or licensed to others. Please see the discussion under the heading “Legal Proceedings” in this Annual Information Form.

In addition, the Company’s patent enforcement actions have historically been exclusively prosecuted in U.S. federal courts. These U.S. federal courts also hear criminal cases which take priority over patent enforcement actions. As a result, it is difficult to predict the length of time it may take to complete any particular U.S. enforcement action. Moreover, WiLAN’s management believes that there may be a trend in increasing numbers of U.S. civil lawsuits and criminal proceedings before U.S. federal judges and, as a result, the risk of delays in the Company’s patent enforcement actions may have a greater effect on WiLAN’s business in the future unless this trend changes.

Furthermore, appeals of patent enforcement litigation decisions are heard by the CAFC which has U.S. nationwide jurisdiction in a variety of subject areas, including international trade, government contracts, patents, trademarks, certain money claims against the U.S. government, federal personnel, veterans’ benefits and public safety officers’ benefits claims. As the CAFC has such a wide jurisdiction and it normally holds court sessions during the first week of each month, obtaining a date for a hearing may further delay the completion of a patent enforcement action.

The Company’s current legal actions, generally described under the heading “Legal Proceedings” in this Annual Information Form, are examples of disputes and litigation that impact WiLAN’s business. The Company expects to be involved in similar legal proceedings in the future, including proceedings to ensure proper and full payment of royalties by licensees under the terms of their license agreements or to otherwise protect WiLAN’s rights under those agreements.

These existing and any future legal actions may harm the Company or hinder its ability to enter into new license agreements. For example, they could cause an existing licensee to cease making payments or to challenge the validity and enforceability of WiLAN’s patents or the scope of their license agreements, and could significantly damage the Company’s relationship with any such licensee. Litigation could also severely disrupt or shut down the business operations of licensees, which in turn would significantly harm ongoing relations and cause the Company to lose royalty revenues. Litigation stemming from these or other disputes could also harm WiLAN’s relationships with other licensees or its ability to gain new licensees, who often postpone licensing decisions pending the outcome of the litigation or dispute.

Costs associated with legal proceedings are typically very high, often unpredictable and not completely within WiLAN’s control. These costs may be materially higher than expected, which could adversely affect the Company’s operating results and lead to volatility in the market price of Common Shares. Whether or not determined in WiLAN’s favour or ultimately settled, litigation diverts managerial,

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technical, legal and financial resources from the Company’s business operations. Furthermore, an adverse decision in any legal actions could limit the value of WiLAN’s patents or otherwise negatively impact the market price of the Common Shares or the value of the Company’s business and consolidated financial position, results of operations or cash flows.

Even if WiLAN prevails in its actions, significant contingencies will exist to their settlement and final resolution, including the scope of the liability of each party, the Company’s ability to enforce judgments against the parties, the ability and willingness of the parties to make any payments owed or agreed upon and the dismissal of the legal action by the relevant court, none of which are completely within WiLAN’s control. Parties that may be obligated to pay royalties could also decide to alter their business activities or corporate structure, which could affect the Company’s ability to collect such royalties.

WiLAN cannot predict the outcome of any of its existing actions or the myriad procedural and substantive motions in these actions. All of the foregoing could have a material adverse effect on WiLAN’s business, results of operations and financial condition. Please see the discussion under the heading “Legal Proceedings” in this Annual Information Form.

Certain of WiLAN’s patents are, and others may be, subject to administrative proceedings that could invalidate or limit the scope of those patents.

Re-examination requests and petitions for inter partes review have been filed against certain of WiLAN’s patents in the USPTO with respect to certain key claims at issue in one or more of its litigation proceedings. Under a re-examination or inter partes review proceeding and upon completion of the proceeding, the USPTO may leave a patent in its present form, narrow the scope of the patent, cancel some or all of the claims of the patent or permit new amended claims. Although the Company has responded to the USPTO’s actions in regard to each of these patents and has the right to appeal any adverse rulings, if any such adverse rulings are upheld on appeal and some or all of the claims of the key patents are cancelled, WiLAN’s business may be significantly harmed. In addition, defendants in the Company’s litigation proceedings may seek and may obtain orders to stay these proceedings based upon the USPTO re-examinations or inter partes review and other courts could make findings adverse to WiLAN’s interests even if the USPTO actions are not final.

If there is an adverse ruling in any re-examination or inter partes review proceeding relating to the validity or enforceability of any of the Company’s key patents, or if the USPTO limits the scope of the claims of any of WiLAN’s key patents, the Company could be prevented from enforcing or earning future revenues from such key patents, and the likelihood that companies will take new licenses and that current licensees will continue to pay under their existing licenses could be significantly reduced. WiLAN cannot predict the outcome of any of these proceedings or the myriad procedural and substantive motions in these proceedings. Furthermore, regardless of the merits of any re-examination and/or inter partes review, the continued maintenance of these administrative proceedings may result in substantial legal expenses and could divert management’s time and attention away from other business operations. Please see the discussion under the heading “Legal Proceedings” in this Annual Information Form.

The generation of future V-Chip revenues and the likelihood of WiLAN signing additional V-Chip licenses could be negatively impacted by changes in government regulation. The failure of leading digital television manufacturers to adopt or to continue to use the Company’s patented V-Chip technologies or to adopt competing technologies may harm its business.

The success of WiLAN’s V-Chip technology is substantially dependent on the establishment and maintenance by certain governments, including the U.S. federal government, of requirements mandating the adoption of rating systems compatible with the V-Chip technology and the encoding of such ratings in

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television signals and other broadcast mediums in the manner set out in the Company’s patented technology. The failure of such governments to establish or maintain such requirements or any decision to significantly modify them may have a material adverse effect on WiLAN’s business, financial condition, liquidity and operating results.

Furthermore, there can be no assurance that digital television receivers that currently use the Company’s patented V-Chip technology will continue to do so, nor can there be any assurance that manufacturers of digital television receivers that use WiLAN’s patented technology will be successful in their markets in order to generate expected revenues. In addition, manufacturers have and may continue to create designs around the Company’s patented V-Chip technologies that may result in those manufacturers claiming that they do not infringe WiLAN’s related patents and, consequently, refusing to enter into license agreements or pay royalties under signed agreements. If manufacturers do not adopt the Company’s patented V-Chip technologies or cease to use such technologies for any reason, this could have a material adverse effect on WiLAN’s business, results of operations and financial condition.

Licensing the Company’s patents can take an extremely long time and may be subject to variable cycles.

Licensing WiLAN’s technologies is a long and complex process and may take many years. Management spends a substantial amount of time educating potential licensees about the Company’s technologies. Because the acquisition of a license to WiLAN’s technologies often represents a substantial investment, potential licensees may take a considerable period of time to evaluate the technologies, to determine the size of their exposure to the technologies, and to obtain the necessary expenditure authorizations and financing required to license the technologies. The process of entering into a license agreement typically involves lengthy negotiations and this process may be extended if the potential licensee is using or selling the Company’s technologies as part of a larger project or system. Because many licensees do not pay up-front license fees and WiLAN does not recognize related revenue until payments have been made, there may be significant delays of weeks or months between when the Company licenses its technologies and when any related revenue can be recognized.

Potential licensees do not generally voluntarily seek to enter into licenses to WiLAN’s patents before they commence manufacturing or selling devices that use the Company’s technologies. Negotiating license agreements with reluctant prospective licensees each requires significant time, effort and expense. Additional challenges may arise from time to time with respect to significant negotiating issues. Considering all such challenges, WiLAN cannot be sure that all prospective licensees will be identified or, if they are identified, can be persuaded to enter into a license agreement either at all or on terms that are acceptable to the Company.

In addition, WiLAN may spend a significant amount of time and money negotiating with a potential licensee that ultimately does not license its technologies. Any delay in licensing the Company’s technologies could cause its operating results to vary significantly from any projected results. Also, WiLAN may not be able to accurately predict sales by its licensees since they do not always provide information about the status of possible sales and other revenue opportunities with their customers. Sales of products by licensees also depend on the timing of the roll-out of their own products and systems. The Company has no control over the timing of licensees’ roll-outs, and may not be informed of when these roll-outs will occur. WiLAN has been, in the past, and may, in the future, be required to offer favourable terms to certain licensees. In certain cases, if future licensees are granted better terms than were granted to certain earlier licensees, the Company may be required to adjust such earlier licensees’ terms downwards. To date there have been no such circumstances, but there can be no guarantee that such a situation may not occur in the future.

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Because of these factors, it is especially difficult to forecast WiLAN’s revenue and operating results. The Company’s inability to accurately predict the timing and magnitude of revenues could cause a number of problems, including: (i) expending significant management efforts and incurring substantial expenses in a particular period that do not translate into signed license agreements during that period or at all; and (ii) having difficulty meeting WiLAN’s cash flow requirements and obtaining credit because of delays in receiving payment for licenses. The challenges resulting from the lengthy and variable licensing cycle could impede WiLAN’s growth, harm its valuation and restrict its ability to take advantage of new opportunities.

The Company is reliant on licensees paying royalties under existing license agreements and on the additional licensing of its patent portfolio to generate future revenues and increased cash flows.

WiLAN is currently reliant on licensing its patent portfolio to generate revenues and cash flows. Although the Company has a number of existing licensing arrangements, there is no assurance that WiLAN will continue to receive material revenues from these license agreements or that the Company will enter into additional license agreements with any other licensees. If WiLAN fails to enter into additional licensing arrangements, the Company’s business, operational results and financial condition could be materially adversely affected.

Delays in renewing or an inability to renew existing license agreements could cause revenue and cash flow to decline.

Many of WiLAN’s license agreements have fixed terms. Although the Company endeavors to renew license agreements with fixed terms prior to their expiration, many factors, including the technology and business needs and competitive positions of licensees and, at times, reluctance on the part of licensees to participate in renewal discussions, may result in WiLAN not being able to renegotiate license agreements on acceptable terms before the expiration of the original agreement, on acceptable terms after the expiration of the original agreement, or at all. If there is a delay in renegotiating and renewing a license agreement prior to its expiration, there could be a gap in time during which the Company may not be able to recognize revenue from that licensee or may be forced to renegotiate and renew the license agreement on terms that are more favorable to that licensee and, as a result, revenue and cash flow could be materially adversely affected. In addition, if WiLAN fails to renegotiate and renew license agreements at all, it could lose existing licensees and revenue and cash flow could be materially adversely affected.

Royalty rates could decrease for future license agreements.

Royalty payments under future license agreements could be lower than anticipated. Certain licensees are demanding that royalty rates be lower than historic rates. There is also increasing downward pricing pressure on many consumer electronics products, including cellular handsets, laptop and table computers and digital televisions that implement WiLAN’s patented inventions. In addition, a number of other companies also claim to hold patents that are essential with respect to products in the technology markets in which the Company holds patents. The increasing pricing pressure, as well as the number of patent holders seeking royalties on their technologies from WiLAN’s licensees and prospective licensees, could result in a decrease in the royalty rates for use of the Company’s patented inventions, which could have a material adverse effect on WiLAN’s business, results of operations and financial condition.

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Reduced spending by consumers due to the uncertainty of economic and geopolitical conditions may negatively affect WiLAN.

Many of the Company’s licensees, prospective licensees and their respective customers are directly affected by economic and geopolitical conditions affecting the broader world markets. Current and future conditions in the domestic and global economies remain uncertain. A slowdown in spending by WiLAN’s licensees, prospective licensees and/or their respective customers, coupled with existing economic and geopolitical uncertainties globally and in the communications and consumer electronics markets, may create uncertainty for market demand and may affect the Company’s revenues. It is difficult to estimate the level of growth for the economy as a whole and even more difficult to estimate growth in various parts of the economy, including the markets in which WiLAN’s licensees and prospective licensees participate. Because all components of the Company’s budgeting and forecasting are dependent upon estimates of growth in the markets that WiLAN’s licensees and prospective licensees serve and demand for their respective products and services, economic uncertainties make it difficult to estimate future revenues and expenditures. Downturns in the economy or geopolitical uncertainties may cause end-users to reduce their budgets or reduce or cancel orders for products from the Company’s licensees which could have a material adverse impact on WiLAN’s business, operating results and financial condition.

Changes in patent or other applicable laws or in the interpretation or application of those laws could materially adversely affect WiLAN.

The Company’s ability to earn licensing and other revenues is principally dependent on the strength of the rights conferred under applicable laws. Changes in patent or other applicable laws, regulations or rulings that impact the patent enforcement process or the rights of patent holders in Canada, the U.S. or elsewhere, or in the interpretation or application of those laws by the courts could materially adversely affect WiLAN’s business and financial condition. Limitations on the ability to bring patent enforcement claims, limitations on potential liability for patent infringement, lower evidentiary standards for invalidating patents, increased difficulty for parties making patent assertions to obtain injunctions, increased cost to resolve patent disputes, increased means for challenging patent validity through the USPTO and other similar developments could negatively affect the Company’s ability to assert its patent rights successfully, decrease the revenue associated with asserting or licensing WiLAN’s patent rights and increase the cost of bringing patent enforcement actions. Any of these events could result in a material adverse effect to the Company’s business, results of operations and financial condition.

As an example, the recent U.S. Leahy-Smith America Invents Act codifies significant changes to U.S. patent laws including, among other things, changing from a “first to invent” to a “first inventor to file” system, limiting where a patentee may file a patent suit, requiring the apportionment of patent damages, replacing interference proceedings with derivation actions and creating a post-grant opposition process to challenge patents after they have been issued. The effects of these changes on WiLAN’s patent portfolio and business have yet to be determined because the USPTO is still implementing regulations relating to these changes and the courts are just beginning to address certain new provisions and have yet to address others. In addition, in recent years, the courts have interpreted U.S. patent laws and regulations differently and, in particular, the U.S. Supreme Court has decided a number of patent cases and continues to actively review more patent cases than it has in the past.

Some of these changes or potential changes may not be advantageous to the Company and may make it more difficult to obtain adequate patent protection or to enforce its patents against parties using them without a license or payment of royalties. These changes or potential changes could increase the costs and uncertainties surrounding the prosecution of WiLAN’s patent applications and the enforcement or defense of its patent rights and could have a deleterious effect on the Company’s licensing programs and,

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consequently, its business, results of operations and financial condition.

Fluctuations in foreign exchange rates impact and may continue to impact WiLAN’s operating expenses, potentially adversely affecting financial results.

The Company’s functional currency is the U.S. dollar and WiLAN reports its financial performance in U.S. dollars. The Company’s operating results are subject to changes in the exchange rate of the U.S. dollar relative to the Canadian dollar. Any decrease in the value of the U.S. dollar relative to the Canadian dollar will have an unfavourable impact on Canadian denominated operating expenses. WiLAN may manage the risk associated with foreign exchange rate fluctuations by, from time to time, entering into forward foreign exchange contracts and engaging in other hedging strategies. To the extent that the Company engages in risk management activities related to foreign exchange rates, it may be subject to credit risks associated with the counterparties with whom it contracts.

WiLAN will need to acquire or develop new patents to continue and grow its business.

All patents have a limited life and will generally expire twenty years after the date on which the application for the patent was filed. In order to be successful in the long term, WiLAN will have to continue to acquire or develop additional patents or acquire rights to license new patents, however, there can be no assurance that the Company will be able to do so. If WiLAN fails to acquire or develop additional patents or to acquire rights to license new patents, the Company’s business, operational results and financial condition may be materially adversely affected.

The Company may engage in acquisitions or other strategic transactions or make investments that could result in significant changes or management disruption and fail to enhance shareholder value.

WiLAN continues to evaluate and may acquire businesses, technology and/or intellectual property, enter into joint ventures or other strategic transactions and purchase equity and debt securities in other entities, including minority equity interests and other securities in publicly-traded and privately-held companies. Such strategic investments may serve as consideration for a license in lieu of cash royalties. Most strategic investments entail a high degree of risk and will not become liquid until more than one year from the date of investment, if at all. Acquisitions or strategic investments may not generate financial returns or result in increased adoption or continued use of WiLAN’s patented technologies. In addition, other investments may not generate financial returns or may result in losses due to market volatility, the general level of interest rates and inflation expectations. The Company could make strategic investments in early-stage companies, which may require WiLAN to consolidate or record its share of the earnings or losses of those companies. The Company’s share of any such losses may adversely affect its financial results until WiLAN exits from or reduces its exposure to these investments, if ever.

Achieving the anticipated benefits of acquisitions depends in part upon the Company’s ability to integrate the acquired businesses in an efficient and effective manner. The integration of acquired companies or businesses may result in significant challenges, and WiLAN may be unable to accomplish the integration smoothly or successfully. The Company cannot provide any assurance that the integration of acquired businesses, technology and/or intellectual property with WiLAN’s business will result in the realization of the full benefits it anticipates to result from such acquisitions. The Company may not derive any commercial value from the acquired technology, products and intellectual property or from future technologies and products based on the acquired technology and/or intellectual property, and it may be subject to liabilities that are not covered by any indemnification protection WiLAN may obtain.

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The Company may not be able to compete effectively against others to acquire patent assets. Any failure to compete effectively could harm WiLAN’s business and results of operations.

In the current intellectual property environment, the Company competes with numerous third parties to acquire valuable patent assets. WiLAN’s competitors in the market for patent assets include both operating companies that practice the inventions claimed in such patents and other entities that seek to accumulate patent assets, patent licensing entities such as Acacia Research, Altitude Capital Partners, Coller IP, Intellectual Ventures, Millennium Partners, Rembrandt IP Management and the Rockstar Consortium and patent-buying consortiums such as RPX Corporation and Allied Security Trust. Many of WiLAN’s current or potential patent acquisition competitors may have longer operating histories, greater name recognition and significantly greater financial resources than the Company. In addition, many of WiLAN’s patent acquisition competitors have complicated corporate structures that include a large number of subsidiaries, so it may be difficult or impossible to know who the ultimate parent entity is and how much capital the related entities have available to acquire patent assets. WiLAN also faces competition for patent assets from operating companies, including current or prospective licensees or defendants in the Company’s litigations that seek to acquire patent assets in connection with new or existing product and service offerings or for defensive tactics.

WiLAN expects to face more direct competition in the future from other established and emerging companies. Given the rapidly changing nature of the intellectual property industry, the Company has limited reliable insight into trends that may develop and affect its business and WiLAN may make errors in predicting and reacting to relevant business trends, making the Company unable to compete effectively against others.

WiLAN may not be able to maintain or improve its competitive position against its current or future competitors, and the Company’s failure to do so could seriously harm its business, results of operations and financial condition.

WiLAN has made and may make (or attempt to make) future acquisitions of technologies or businesses which could materially adversely affect the Company.

WiLAN continually evaluates opportunities to acquire additional technologies or businesses. Acquisitions may result in potentially dilutive issuances of equity securities, the incurrence of debt and contingent liabilities, and amortization expense related to intangible assets acquired, some of which may occur even if the acquisition is ultimately not consummated, any of which could materially adversely affect the Company’s business, financial condition and results of operations. In addition, acquired businesses may be experiencing operating losses, which may adversely affect WiLAN’s earnings. Acquisitions involve a number of risks, including difficulties in the assimilation of the acquired company’s operations and products, diversion of management’s resources, uncertainties associated with operating in new markets and working with new customers, and the potential loss of the acquired company’s key employees.

The Company’s acquisitions of patents and patent rights are time consuming, complex and costly, which could adversely affect its operating results.

WiLAN’s acquisitions of patents and patent rights are time consuming, complex and costly to consummate. The Company uses many different transaction structures in its acquisitions and the terms of the acquisition agreements are usually very heavily negotiated. Consequently, WiLAN often incurs significant operating expenses during acquisition negotiations even where the acquisition is ultimately not consummated. Even if the Company successfully acquires patents or patent rights, there is no guarantee that WiLAN will generate sufficient revenue related to those patents or rights to offset related acquisition

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costs. Although the Company conducts confirmatory due diligence on patents it proposes to acquire, WiLAN may acquire patents or patent rights that are ultimately determined not to have been owned by the seller from whom they were purchased, to be invalid, unenforceable or to not be infringed; the Company may be required to spend significant resources to defend any such patents and its interests in them and, if WiLAN is not successful, it could lose part or all of its investment in those patents.

The Company may occasionally identify patents that are available at a higher price than it is prepared to spend with its own capital resources or that may be infringed in a very small market. In these circumstances, WiLAN may structure a transaction in which it partners with third parties to acquire those patents or rights to those patents. Any such structures may be quite complex and the Company may incur significant costs to organize and negotiate such a structured acquisition that does not ultimately result in an acquisition of any patents or rights to those patents, which costs could adversely affect WiLAN’s operating results.

The Company’s quarterly revenue and operating results can be difficult to predict and can fluctuate substantially.

WiLAN’s revenue is difficult to forecast, is likely to fluctuate significantly and may not be indicative of its future performance from quarter to quarter. In addition, the Company’s operating results may not follow any past trends. The factors affecting WiLAN’s revenue and results, many of which are outside of its control, include:

• competitive conditions in the Company’s industry, including strategic initiatives by WiLAN, its licensees or patent acquisition competitors, new products or services or the implementation and take-up of new standards or technologies, product or service announcements and changes in pricing policy by the Company or its licensees;

• market acceptance of WiLAN’s patented technologies;

• the timing of new license agreements and the Company’s ability to sign license agreements in general;

• the discretionary nature of purchase and budget cycles of WiLAN’s licensees’ customers and changes in their budgets for, and timing of, purchases;

• strategic decisions by the Company or its licensees or prospective licensees, such as mergers, acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy;

• general weakening of the economy resulting in a decrease in the overall demand for products and services that infringe WiLAN’s patented technologies or otherwise affecting the capital investment levels of the Company’s current and prospective licensees;

• timing of product development and new product and technology initiatives; and

• the length and variability of the licensing cycles for WiLAN’s patented technologies.

Because the Company’s quarterly revenue is dependent upon a relatively small number of transactions, even minor variations in the rate and timing of payment of royalties could cause WiLAN to plan or budget inaccurately, and those variations could adversely affect its financial results. Delays or reductions

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in the amounts of royalty payments would adversely affect the Company’s business, results of operations and financial condition.

WiLAN may require investment to translate its intellectual property position into sustainable profit in the market.

WiLAN’s future growth may depend on its ability to make the expenditures necessary to develop, market and license its patent portfolio and, if necessary, to enforce its patents. There can be no assurance that the Company will be able to obtain additional financial resources that may be required to successfully compete in its markets on favourable commercial terms, or at all. Failure to obtain such financing could result in the delay or abandonment of some or all of WiLAN’s plans for developing and licensing its patent portfolio or for commencing litigation, which could have a material adverse effect on the business and financial condition of the Company.

There can be no assurance as to the payment of future dividends.

On June 3, 2009, WiLAN announced that the Board had declared a cash dividend of $0.0125 per Common Share payable on August 5, 2009 to holders of record of Common Shares at the close of business on June 29, 2009. Similar dividends have been declared by the Board and paid each fiscal quarter since that date with the most recent such dividend declared in the amount of $0.04 per Common Share on March 5, 2013 and payable on April 5, 2013 to holders of record of Common Shares at the close of business on March 22, 2013. Future dividend payments will be subject to an ongoing evaluation and approval by the Board on a quarterly basis. The decision as to the amount and timing of future dividends paid by WiLAN, if any, will be made by the Board in light of the Company’s financial condition, capital requirements and growth plans, as well as other factors the Board may deem relevant, and there can be no assurance as to whether any such future dividends will be declared or, if declared, as to the amount and timing of the payment of any such future dividends.

WiLAN’s ability to recruit and retain management and other qualified personnel is crucial to its ability to develop, market and license its patented technologies.

The Company depends on the services of its key technical, licensing and management personnel. The loss of any of these key persons could have a material adverse effect on WiLAN’s business, results of operations and financial condition. The Company’s success is also highly dependent on its continuing ability to identify, hire, train, motivate and retain highly qualified technical, licensing and management personnel. Competition for such personnel can be intense, and WiLAN cannot provide assurance that it will be able to attract or retain highly qualified technical, licensing and management personnel in the future. Stock options comprise a significant component of the Company’s compensation of key employees, and if the market price of the Common Shares declines, it may be difficult to recruit and retain such individuals due to the related decline in value of any options to purchase Common Shares. In addition, pursuant to the rules of the TSX, WiLAN’s unallocated options require periodic approval from shareholders in order to continue to be available for grant under its Share Option Plan. TSX rules and/or the size of the Company’s option pool may limit its ability to use equity incentives as a means to recruit and retain key employees. WiLAN’s inability to attract and retain the necessary technical, licensing and management personnel may adversely affect its future growth and profitability. It may be necessary for the Company to increase the level of compensation paid to existing or new employees to a degree that its operating expenses could be materially increased. WiLAN does not currently maintain corporate life insurance policies on key employees.

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Risks Related to the Ownership of Common Shares

The trading price of the Common Shares has been, and may continue to be, subject to large fluctuations.

The Common Shares are listed on both the TSX and the NASDAQ. The trading price of the Common Shares has been, and may continue to be, subject to large fluctuations and, therefore, the value of the Common Shares may also fluctuate significantly, which may result in losses to investors who have acquired or may acquire Common Shares.

The trading price of the Common Shares may increase or decrease in response to a number of events and factors, including:

• low trading volumes;

• actual or anticipated fluctuations in WiLAN’s results of operations;

• changes in estimates of the Company’s future results of operations by WiLAN or by securities analysts;

• announcement of litigation results, technological innovations or new products or services by licensees;

• changes affecting the industries to which the Company’s patented technologies apply; and

• other events and factors, including but not limited to the risk factors identified in this Annual Information Form.

In addition, different liquidity levels, volume of trading, currencies and market conditions on the TSX and NASDAQ may result in different prevailing trading prices between these stock exchanges.

Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. WiLAN may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources, which could adversely affect the Company’s business. Any adverse determination in litigation against WiLAN could also subject it to significant liabilities.

As a foreign private issuer, WiLAN is subject to different U.S. securities laws and rules than a domestic U.S. issuer, which may limit the information publicly available to the Company’s shareholders.

WiLAN is a “foreign private issuer” under applicable U.S. federal securities laws and, consequently, is not required to comply with all the periodic disclosure and current reporting requirements of the U.S. Exchange Act and related rules and regulations. As a result, shareholders may not have the same information provided to shareholders of companies that are not foreign private issuers. For example, WiLAN does not file the same reports that a U.S. domestic issuer would file with the SEC, although it must file or furnish to the SEC the continuous disclosure documents that it is required to file in Canada under Canadian securities laws. In addition, the Company’s officers and directors are exempt from the reporting and “short swing” profit recovery provisions of Section 16 of the U.S. Exchange Act. Therefore, shareholders may not know on as timely a basis when WiLAN’s officers and directors purchase or sell their Common Shares and other securities, as the reporting deadlines under the corresponding Canadian

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insider reporting requirements may be different. In addition, as a foreign private issuer WiLAN is exempt from the proxy rules under the U.S. Exchange Act.

WiLAN may lose its foreign private issuer status in the future, which could result in significant additional costs and expenses.

The Company may lose its foreign private issuer status in the future if the majority of the Common Shares are held in the U.S. and WiLAN fails to meet the additional requirements necessary to avoid loss of foreign private issuer status. The regulatory and compliance costs to the Company under U.S. securities laws as a U.S. domestic issuer may be significantly more than the costs incurred as a Canadian foreign private issuer eligible to use the multijurisdictional disclosure system (“MJDS”) adopted by the U.S. and Canada. If WiLAN is not a foreign private issuer, it would not be eligible to use the MJDS or other foreign issuer forms and would be required to file periodic and current reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. In addition, WiLAN may lose the ability to rely upon exemptions from NASDAQ corporate governance requirements that are available to foreign private issuers.

The financial reporting obligations of being a public company in the U.S. are expensive and time consuming, and place significant additional demands on management.

Prior to listing on the NASDAQ on June 1, 2011, WiLAN was not subject to public company reporting obligations in the U.S. The additional obligations of being a public company in the U.S. require significant additional expenditures and place additional demands on the Company’s management. Including, in particular, Section 404 of the U.S. Sarbanes-Oxley Act and the SEC rules and regulations implementing Section 404, to all of which WiLAN could be subject with respect to its fiscal year ending December 31, 2013. If, when and as the Company is subject to these U.S. securities laws, WiLAN will require an annual evaluation of its internal controls over financial reporting to be attested to by an independent auditing firm. If an independent auditing firm is unable to provide the Company with an attestation and an unqualified report as to the effectiveness of its internal controls, investors could lose confidence in the reliability of WiLAN’s financial statements, which could result in a decrease in the value of the Common Shares.

WiLAN is an “emerging growth company” under the U.S. Jumpstart Our Business Startups Act of 2012. The Company cannot be certain whether the reduced disclosure requirements applicable to emerging growth companies could make the Common Shares less attractive as an investment.

The Company meets the definition of an “emerging growth company” as defined in the U.S. Jumpstart Our Business Startups Act of 2012 and is permitted to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”. These include, without limitation, not being required to comply with the auditor attestation requirements of Section 404 of the U.S. Sarbanes-Oxley Act. WiLAN cannot predict whether investors could find the Common Shares less attractive as an investment because it may rely on these exemptions. If certain investors find the Common Shares less attractive an investment as a result of the Company’s reliance on these exemptions, there could be a less active trading market for Common Shares and the market price of the Common Shares could decrease or be more volatile.

An investor may be unable to bring actions or enforce judgments against WiLAN and certain of its directors and officers.

Wi-LAN Inc. is incorporated under the laws of Canada and its principal executive offices are located in Canada. A majority of the Company’s directors and officers and its independent public accounting firm

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reside principally outside the U.S. and all or a substantial portion of WiLAN’s assets and the assets of these persons are located outside the U.S. Consequently, it may not be possible for an investor to effect service of process within the U.S. on WiLAN or those persons. Furthermore, it may not be possible for an investor to enforce judgments obtained in U.S. courts based upon the civil liability provisions of U.S. federal securities laws or other laws of the U.S. against WiLAN or those persons.

WiLAN’s actual financial results may vary from its publicly disclosed forecasts.

WiLAN’s actual financial results are likely to vary from any publicly disclosed forecasts and these variations could be material and adverse. The Company may periodically provide guidance on future financial results. These forecasts and guidance reflect numerous assumptions concerning expected performance, as well as other factors that are beyond WiLAN’s control and which may not turn out to be correct. Although the Company believes that the assumptions underlying any such guidance and other forward-looking statements are reasonable when they are made, actual results could be materially different. WiLAN’s financial results are subject to numerous risks and uncertainties, including those identified throughout these risk factors. See also “Forward Looking and Other Statements”.

If the Company’s actual results vary from any announced guidance, the price of the Common Shares may decline, and such a decline could be substantial. Except as required under applicable securities legislation, WiLAN does not undertake to update any guidance or other forward-looking information it may provide, whether as a result of new information, future events or otherwise.

If at any time WiLAN is classified as a passive foreign investment company (a “PFIC”) under U.S. tax laws, U.S. holders of Common Shares may be subject to adverse tax consequences.

A non-U.S. corporation would be classified as a PFIC, for U.S. federal income tax purposes, in any taxable year in which, after applying relevant “look-through” rules with respect to the income and assets of its subsidiaries, either at least 75% of the composition of its gross income is “passive income,” or on average at least 50% of the gross value of the composition of its assets is attributable to assets that produce passive income or are held for the production of passive income. Based on current operations and financial projections, WiLAN expects that it will not be a PFIC for U.S. federal income tax purposes for its 2012 fiscal year. An annual determination will, however, need to be made as to whether the Company is a PFIC based on the types of income it earns and the types and value of its assets from time to time, all of which are subject to change. WiLAN cannot, therefore, provide any assurance that it will not be a PFIC for its current taxable year or any future taxable year. If the Company were to be treated as a PFIC for any taxable year, certain adverse U.S. federal income tax consequences could apply to U.S. holders of Common Shares.

U.S. holders of Common Shares are urged to consult their tax advisors with respect to the U.S. federal, state and local tax consequences of the acquisition, ownership, and disposition of their Common Shares if WiLAN is a PFIC in any taxable year as may be applicable to their particular circumstances.

The acquisition of, investment in and disposition of Common Shares has tax consequences.

Prospective investors should be aware that the acquisition, holding and/or disposition of Common Shares has tax consequences both in the U.S. and Canada that are not described in this Annual Information Form. Holders of Common Shares should consult their own tax advisors with respect to the tax consequences of the acquisition, ownership and disposition of Common Shares as may be applicable to their particular circumstances.

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Substantial future sales of Common Shares by existing shareholders, or the perception that such sales may occur, could cause the market price of the Common Shares to decline, even if WiLAN’s business is doing well.

If WiLAN’s existing shareholders, including its directors and executive officers, sell substantial amounts of Common Shares in the public market, or are perceived by the public market as intending to sell substantial amounts of Common Shares, the trading price of the Common Shares could decline. As at March 7, 2013, 121,546,428 Common Shares were outstanding, all of which are freely tradable, without restriction, in the public market, subject to blackout periods and applicable laws relating to insider trading, of which approximately 3,072,129 Common Shares are held by WiLAN’s directors and executive officers.

In addition, fully vested options to purchase up to approximately 2,499,763 Common Shares are held by the Company’s directors and executive officers at March 7, 2013, and additional options to purchase Common Shares continue to vest in accordance with the terms of those options. All such Common Shares would be freely tradable upon issue, without restriction, in the public market, subject to blackout periods and applicable laws relating to insider trading.

If any of these Common Shares are sold, or if it is perceived that they will be sold, in the public market, the trading price of the Common Shares could decline.

WiLAN may require additional capital in the future and no assurance can be given that such capital will be available at all or available on terms acceptable to the Company.

WiLAN may need to raise additional funds through public or private debt or equity financings in order to:

• fund ongoing operations;

• take advantage of opportunities, including more rapid expansion of its business or the acquisition of complementary products, technologies or businesses;

• develop new products or services; or

• respond to competitive pressures.

Any additional capital raised through the sale of equity will dilute the percentage ownership of each shareholder in the Common Shares and such dilution may be significant. Capital raised through debt financing would require the Company to make periodic interest payments and may impose restrictive covenants on the conduct of its business. Furthermore, additional financing may not be available on terms favourable to WiLAN, or at all. A failure to obtain additional financing could prevent the Company from making expenditures that may be required to grow or maintain its operations.

Certain Canadian laws could delay or deter a change of control.

The Investment Canada Act (Canada) subjects an acquisition of control of Wi-LAN Inc. by a non-Canadian to government review if the value of the Company’s assets as calculated pursuant to the legislation exceeds a certain threshold amount. A reviewable acquisition may not proceed unless the relevant minister of Canada’s federal government is satisfied that the investment is likely to be a net benefit to Canada. This could prevent or delay a change of control and may eliminate or limit strategic opportunities for shareholders to sell their Common Shares.

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WiLAN’s authorized capital permits its directors to issue preferred shares which may prevent a takeover by a third party.

The Company’s authorized share capital consists of an unlimited number of Common Shares, 6,350.9 special preferred shares and an unlimited number of preferred shares, issuable in series. There are no special preferred shares or preferred shares outstanding. The Board has the authority to issue preferred shares and determine the price, designation, rights, preferences, privileges, restrictions and conditions, including dividend rights, of these shares without any further vote or action by shareholders. The rights of the holders of Common Shares will be subject to, and may be adversely affected by, the rights of holders of any preferred shares that may be issued in the future. WiLAN’s ability to issue preferred shares could make it more difficult for a third party to acquire a majority of the outstanding Common Shares, the effect of which may be to deprive the Company’s shareholders of a control premium that might otherwise be realized in connection with an acquisition.

4. Dividends

During WiLAN’s past three fiscal years, the Board has declared the following dividends on the Common Shares:

Dividend Declaration Date	Dividend Record Date	Dividend Payment Date	Dividend per Common Share
March 2, 2010	March 15, 2010	April 6, 2010	$0.0225
May 5, 2010	June 15, 2010	July 6, 2010	$0.0125
August 9, 2010	September 15, 2010	October 6, 2010	$0.0125
November 8, 2010	December 15, 2010	January 6, 2010	$0.0125
March 1, 2011	March 15, 2011	April 6, 2011	$0.025
June 3, 2011	June 15, 2011	July 6, 2011	$0.025
August 3, 2011	September 15, 2011	October 6, 2011	$0.025
November 8, 2011	December 15, 2011	January 6, 2012	$0.025
March 6, 2012	March 23, 2012	April 5, 2012	$0.03
May 8, 2012	June 15, 2012	July 6, 2012	$0.03
August 1, 2012	September 14, 2012	October 5, 2012	$0.035
November 5, 2012	December 14, 2012	January 7, 2013	$0.035
March 5, 2013	March 22, 2013	April 5, 2013	$0.04

Each of these dividends has been designated as an “eligible dividend” for the purposes of Canadian federal and provincial income tax laws. Until otherwise noted on WiLAN’s Internet website, any subsequent dividends paid by the Company will also be “eligible dividends”.

WiLAN intends to continue to declare quarterly dividends in line with its overall financial performance and cash flow generation, but there can be no assurance as to the amount or payment of such dividends in the future. Decisions on dividend payments are made on a quarterly basis by the Board.

5. Capital Structure

WiLAN is authorized to issue an unlimited number of Common Shares, 6,350.9 special preferred shares and an unlimited number of preferred shares, issuable in series. There are no special preferred shares or preferred shares outstanding. On September 8, 2011, the Company issued Debentures having an aggregate principal amount of $200,000,000 and, on September 10, 2011, the Company issued additional

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Debentures having an aggregate principal amount of $30,000,000. All of the Debentures were repaid in accordance with their terms and cancelled by the Company on January 31, 2012.

On December 31, 2012, there were 121,540,562 Common Shares and no Debentures issued and outstanding. In addition, at that date there were options outstanding to purchase up to 8,185,949 Common Shares and approximately 79,792 outstanding deferred stock units. At the close of business on March 7, 2013, there were 121,546,428 Common Shares and no Debentures issued and outstanding. In addition, at that date there were options outstanding to purchase up to 9,768,383 Common Shares and approximately 80,316 outstanding deferred stock units.

The following is a summary of the rights, privileges, restrictions and conditions attaching to the Common Shares, the special preferred shares, the preferred shares and the Debentures.

Common Shares

The holders of Common Shares are entitled to notice of and to vote at all meetings of shareholders (except meetings at which only holders of a specified class or series of shares are entitled to vote) and are entitled to one vote per share. Subject to the preferences accorded to holders of preferred shares and any other shares ranking senior to the Common Shares from time to time with respect to the payment of dividends, holders of Common Shares are entitled to receive, if, as and when declared by the Board, such dividends as may be declared thereon by the Board from time to time. In the event of the liquidation, dissolution or winding-up of WiLAN, or any other distribution of assets among the Company’s shareholders for the purpose of winding-up its affairs (any such event, a “Distribution”), holders of Common Shares, subject to the preferences accorded to holders of preferred shares and any of WiLAN’s other shares ranking senior to the Common Shares from time to time with respect to payment on a Distribution, are entitled to share equally, share for share, in the Company’s remaining property.

Special Preferred Shares

The holders of WiLAN’s special preferred shares are not entitled, subject to applicable law, to receive notice of or to attend any meeting of the Company’s shareholders and are not entitled to vote at such meetings. The special preferred shares rank ahead of all other classes of WiLAN’s shares with respect to the payment of dividends and the holders are entitled to receive a fixed non-cumulative dividend up to a maximum of $3.50 per year. In the event of a Distribution, the holders of the special preferred shares are entitled to receive $50.00 per share together with any declared but unpaid dividends prior to any payment or distribution to any of the Company’s other classes of shares, but shall not be entitled to share any further in the Distribution. The Board may, at its option, redeem all or any of the special preferred shares at any time for $50.00 per share plus the amount of any declared but unpaid dividends. Each holder of special preferred shares may require WiLAN to redeem all or any of their shares at any time after April 28, 2000 for $50.00 plus the amount of any declared but unpaid dividends.

Preferred Shares

The Company’s preferred shares at any time and from time to time may be issued in one or more series, each series to consist of such number of shares as may, before the issuance thereof, be determined by the Board. From time to time the Board may fix, before the designation of a series, the rights, privileges, restrictions and conditions attaching to each series of preferred shares including, without limiting the generality of the foregoing, the amount, if any, specified as being payable preferential to such series on a Distribution; the extent, if any, of further participation in a Distribution; voting rights, if any; and dividend rights (including whether such dividends be preferential, or cumulative or non-cumulative), if any. In the event of the voluntary or involuntary liquidation, dissolution or winding-up of WiLAN, or any

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other Distribution, holders of each series of preferred shares will be entitled, in priority to holders of Common Shares and any of the Company’s other shares ranking junior to the preferred shares from time to time with respect to payment on a Distribution, to be paid rateably with holders of each other series of preferred shares the amount, if any, specified as being payable preferentially to the holders of such series on a Distribution. The holders of each series of preferred shares will be entitled, in priority to holders of Common Shares and any of WiLAN’s other shares ranking junior to the preferred shares from time to time with respect to the payment of dividends, to be paid rateably with holders of each other series of preferred shares, the amount of accumulated dividends, if any, specified as being payable preferentially to the holders of such series.

Debentures

While they were outstanding prior to their repayment and cancellation on January 31, 2012, the Debentures bore interest from, and including, September 8, 2011 at the rate of 6.00% per annum, payable semi-annually in arrears on March 31 and September 30 in each year, commencing on the third business day following the Take Up (as defined below) (the “Initial Interest Payment Date”). The maturity date of the Debentures was initially January 31, 2012 but could have been extended to March 31, 2012 at WiLAN’s discretion (the “Initial Maturity Date”). If the initial take up of outstanding MOSAID Shares pursuant to the MOSAID Offer occurred on or before the MOSAID Offer terminated, resulting in WiLAN and its affiliates owning or controlling at least 66 ²/₃% of the MOSAID Shares (the “Take Up”), the maturity date of the Debentures would have been automatically extended from the Initial Maturity Date to September 30, 2016 (the “Final Maturity Date”). If the Take Up did not occur, the Debentures would mature on the Initial Maturity Date and WiLAN would repay in cash the aggregate principal amount of the outstanding Debentures, together with accrued and unpaid interest thereon.

Each Debenture was to be convertible into fully-paid, non-assessable Common Shares at the option of each Debenture holder at any time after the Take Up and prior to 5:00 p.m. (Toronto time) on the earlier of the Final Maturity Date or, if called for redemption, on the business day immediately preceding the date specified by WiLAN for redemption of the Debentures, at a conversion price of $9.20 per Common Share (the “Conversion Price”), subject to adjustment in certain events. Debenture holders converting their Debentures would also have been entitled to receive accrued and unpaid interest on such Debentures for the period from and including the last interest payment date on their Debentures (or September 8, 2011 if no interest had been paid with respect to their Debentures) to but excluding the date of conversion.

From September 30, 2014, and prior to September 30, 2016, the Debentures could have been redeemed, in whole at any time, or in part from time to time, at the option of WiLAN on not more than 60 days’ and not less than 30 days’ prior written notice, at a redemption price equal to the principal amount thereof plus accrued and unpaid interest up to the date fixed for redemption, provided that the volume-weighted average trading price of the Common Shares on the TSX for the 20 consecutive trading days ending on the fifth trading day preceding the date on which notice of redemption is given (the “Current Market Price”) was greater than 125% of the Conversion Price. Subject to regulatory approval and other conditions, if the maturity date for the Debentures had been extended to the Final Maturity Date, WiLAN could, at its option, have elected to satisfy its obligation to pay, in whole or in part, the principal amount of any Debentures to be redeemed or which have matured by issuing and delivering that number of freely-tradeable Common Shares to the Holders obtained by dividing the principal amount of the Debentures being repaid by 95% of the Current Market Price on the date of redemption or maturity, as applicable. In addition, provided that the maturity date for the Debentures had been extended to the Final Maturity Date, and subject to regulatory approval and other conditions, WiLAN could have elected, from time to time, to satisfy its obligation to pay interest on the Debentures on the date interest was payable under the indenture governing the Debentures, by issuing and delivering freely tradeable Common Shares to the

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trustee under such indenture to be sold by such trustee for proceeds, which together with any cash payments to be made by WiLAN in lieu of fractional Common Shares, would be sufficient to satisfy all of WiLAN’s obligations to pay interest on the Debentures in accordance with such indenture.

As described above, the Take Up did not occur, the Initial Maturity Date remained on January 31, 2012 and all issued Debentures were repaid and cancelled by the Company on that date.

Shareholder Rights Plan

On March 1, 2011, the Board adopted a shareholder rights plan (the “Rights Plan”) which was approved by the Company’s shareholders on April 27, 2011.

The Rights Plan is designed to ensure fair treatment for all shareholders if the Company is the subject of an unsolicited take-over bid, and to provide shareholders and the Board with adequate time to evaluate any bid for WiLAN and to take steps to maximize shareholder value in the event of any unsolicited take-over bid. The Company is not aware of any contemplated takeover bid. The terms of the Rights Plan are consistent with the terms of plans recently adopted by other Canadian public companies and with guidelines for such plans as published by shareholder rights advocate groups. The rights issued to shareholders under the Rights Plan may be exercised only when a person, including any related party, acquires or announces its intention to acquire more than 20% of the outstanding Common Shares without either complying with the “permitted bid” provisions of the Rights Plan or obtaining the approval of the Board. Should such an acquisition occur, each right would, upon exercise, effectively entitle a holder, other than the person pursuing the acquisition and related parties, to purchase Common Shares at a 50% discount to the market price of the Common Shares at the time. Under the Rights Plan, a permitted bid is a bid made to all shareholders and is open for acceptance for no less than 60 days. If more than 50% of the outstanding Common Shares, other than those owned by the person pursuing the acquisition and related parties, have been tendered, the person pursuing the acquisition may purchase and pay for the shares but must extend the bid for a further 10 days to allow the other shareholders to tender. Under the permitted bid mechanism, shareholders will have more time to consider the bid and any other options that may be available before deciding whether or not to tender to the bid. The Board will also have time to consider and pursue alternatives and to make recommendations to shareholders.

6. Market for Securities

Trading Price and Volume of Common Shares

The Common Shares are listed and posted for trading on the TSX under the symbol “WIN”. The volume of trading and price range of the Common Shares for the periods indicated are set forth in the following table.

Month	Volume		High Trading Price		Low Trading Price
January 2012		13,964,600		$6.12		$5.27
February 2012		6,636,100		$5.90		$5.09
March 2012		12,172,400		$5.43		$4.85
April 2012		7,836,300		$6.02		$5.06
May 2012		8,121,200		$5.68		$4.60
June 2012		4,260,000		$5.29		$4.90
July 2012		3,292,900		$5.31		$4.77
August 2012		4,918,600		$5.32		$4.81
September 2012		5,407,900		$5.79		$5.02
October 2012		5,341,500		$5.78		$5.11

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Month	Volume		High Trading Price		Low Trading Price
November 2012		6,453,700		$5.44		$4.68
December 2012		6,101,500		$5.07		$4.33

Trading Price and Volume of Debentures

The Debentures were listed and posted for trading on the TSX from September 8, 2011 to January 31, 2012 under the symbol “WIN.DB”. The volume of trading (in Canadian dollars) and price range of the Debentures for the periods indicated are set forth in the following table.

Month	Volume		High Trading Price		Low Trading Price
January 2012		$29,516,000		$100.15		$99.99

The Debentures were fully repaid and cancelled in accordance with their terms by WiLAN on January 31, 2012.

7. Directors and Officers

Directors

The following table sets forth the name, province and country of residence of each director of WiLAN, their position with the Company and the year in which they became a director of WiLAN. The term of office for each of the directors will expire at the time of the next annual shareholders’ meeting.

Name and Place of Residence	Position Held with WiLAN	First Year as a Director
Robert Bramson (1) Pennsylvania, USA	Director		2008
Dr. Michel Tewfik Fattouche Alberta, Canada	Director		2006
John Kendall Gillberry (3) Ontario, Canada	Director		2005
William Keith Jenkins (2)(3) Alberta, Canada	Director		2005
W. Paul McCarten (1)(2) Ontario, Canada	Chairman of the Board		2010
Jim Roche (1)(2) Ontario, Canada	Director		2010
Richard J. Shorkey (3) Ontario, Canada	Director		2007
James Douglas Skippen Ontario, Canada	President, Chief Executive Officer & Chief Legal Officer		2006

Notes:

(1) Compensation Committee member

(2) Governance and Nominating Committee member

(3) Audit Committee member

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At each of December 31, 2012 and March 7, 2013, as a group, the Company’s directors and executive officers beneficially owned, directly or indirectly, or exercised control over approximately 3,072,129 Common Shares, which represented approximately 2.53% of the outstanding Common Shares at each of those dates.

Except as disclosed below, each of WiLAN’s directors has been engaged for more than five years in his present principal occupation or in other capacities with the Company or organization (or predecessor thereof) in which he currently holds his principal occupation. The information provided below has been provided by the individuals themselves and has not been independently verified by WiLAN.

Robert Bramson: Since 1996, Partner, Bramson & Pressman, a technology licensing law firm.

Dr. Michel Tewfik Fattouche: July 1986 to present – Professor Electrical and Computer Engineering, University of Calgary. May 1995 to October 2008 – Chief Technical Officer and various other senior officer positions with Times Three Wireless Inc. (formerly “Cell-Loc Location Technologies Inc.” and its predecessor, Cell-Loc Inc.).

John Kendall Gillberry: 1996 to present – Founder and President, Bayfield Capital Group, a corporate finance advisory firm; January 2013 to present – Executive Vice-President and Chief Financial Officer of eSentire Inc.; May 2011 to June 2012 – Executive Vice-President & Chief Financial Officer of QHR Technologies Inc.; December 2009 to March 2011 – Chief Executive Officer of Utilitran Corporation; July 2005 to July 2009 – Executive Vice President and Chief Financial Officer of Coreworx Inc. (formerly, Software Innovation Inc.).

William Keith Jenkins: Partner, Fraser Milner Casgrain LLP.

W. Paul McCarten: Retired as a Partner of Borden Ladner Gervais LLP, Barristers & Solicitors on December 31, 2011.

Jim Roche: President & CEO of Stratford Managers, a company he founded in 2006. Prior to starting Stratford, Jim was President & CEO of Tundra Semiconductor Corporation, a company he co-founded in 1995.

Richard J. Shorkey: Mr. Shorkey has provided part-time and interim chief financial officer services to several technology companies since September 2002.

James Douglas Skippen: June 2006 to present – President, Chief Executive Officer & Chief Legal Officer.

Executive Officers

The following table sets forth the name, province and country of residence and position with WiLAN of each person who is an executive officer as of the date hereof.

Name and Place of Residence	Office(s) with WiLAN
James Douglas Skippen Ontario, Canada	President, Chief Executive Officer & Chief Legal Officer
Michael Shaun McEwan Ontario, Canada	Chief Financial Officer

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Name and Place of Residence	Office(s) with WiLAN
Michael Vladescu Ontario, Canada	Chief Operating Officer
Andrew Parolin Ontario, Canada	Senior Vice-President, Licensing
Prashant Watchmaker Ontario, Canada	Vice-President, Corporate Legal & Corporate Secretary
Doug MacCrae Ontario, Canada	Vice-President, Finance
Daniel J. Henry New Jersey, USA	Vice-President, Business Development
Steve Adam Ontario, Canada	Vice-President, Business Development
Paul Lerner Connecticut, USA	General Manager, Gladios IP, Inc.
Ken Stanwood California, USA	President, Cygnus Broadband, Inc.

Except as disclosed below, each of the Company’s executive officers has been engaged for more than five years in his present principal occupation or in other capacities with WiLAN or organization (or predecessor thereof) in which he currently holds his principal occupation. The information provided below has been provided by the individuals themselves and has not been independently verified by the Company.

James Douglas Skippen: June 2006 to present – President, Chief Executive Officer & Chief Legal Officer.

Michael Shaun McEwan: February 2008 to present – Chief Financial Officer of WiLAN.

Michael Vladescu: March 2012 to present – Chief Operating Officer of WiLAN; October 1996 to March 2012 – a series of executive positions with MOSAID, with the final position being Vice-President, Licensing and Intellectual Property.

Andrew Parolin: November, 2010 to present – Senior Vice-President, Licensing of the Company; November 2007 to November, 2010 – Vice-President, Wireless Technologies of WiLAN.

Prashant Watchmaker: October 2007 to present – Vice-President, Corporate Legal & Corporate Secretary of WiLAN.

Doug MacCrae: May 2009 to present – Vice-President, Finance of WiLAN; September 2001 to February 2009 – a series of executive positions with BreconRidge Corporation, with the final position being Chief Financial Officer.

Daniel J. Henry: August 2011 to present – Vice President, Program Development of the Company; July 2009 to July 2011, Senior Vice President ICAP Patent Brokerage; June 2005 to June 2009, Partner Altitude Capital Partners.

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Steve Adam: October 2012 to present – Vice-President, Business Development of WiLAN; November 2010 to October 2012, Vice-President, Gladios; September 2007 to November 2010, Vice President, Business Development of Pachira IP Inc.

Paul Lerner: September 2011 to present – General Manager, Gladios IP, Inc.; February 2010 to September 2011 – General Counsel of General Patent Corporation; December 1999 to February 2010 – Senior Vice-President, General Counsel and Director of General Patent Corporation.

Ken Stanwood: October 2010 to present – President, Cygnus Broadband, Inc.; December 2008 to October 2010 – independent consultant; early 2006 to November 2008 – Executive Vice-President, Technology of NextWave Broadband, Inc.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Except as set forth below, no director or executive officer of WiLAN and, to the knowledge of the Company, no shareholder holding a sufficient number of securities of WiLAN to materially affect its control is or was, in the 10 years preceding the date of this Annual Information Form, a director or executive officer of any company that was, while that person was acting in that capacity, (a) the subject of a cease trade or similar order or an order that denied any such company access to any exemption under securities legislation for a period of more than 30 consecutive days, (b) subject to an event that resulted, after such person ceased to be a director or executive officer, in such company being the subject of any such order or (c) within a year of such person ceasing to act in that capacity, became bankrupt, made a proposal under any bankruptcy or insolvency related legislation or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

To the Company’s knowledge, Solutrea Corp. (formerly, Powerstar International Inc.) (“Solutrea”) is subject to cease trade orders made by the Alberta Securities Commission and the Ontario Securities Commission due to delays in filing certain financial statements. Mr. James Skippen was a member of the board of Solutrea from June 28 to December 31, 2007. WiLAN also understands that MedcomSoft Inc. (“MedcomSoft”) filed a Notice of Intention to make a proposal to creditors under the Bankruptcy and Insolvency Act (Canada) on November 2, 2008. Mr. John Gillberry was a member of the board of MedcomSoft from January 2, 2008 to November 1, 2008.

No director or executive officer of the Company and, to the knowledge of the Company, no shareholder holding a sufficient number of securities of WiLAN to materially affect its control, within the 10 years preceding the date of this Annual Information Form, has become bankrupt, made a proposal under any bankruptcy or insolvency related legislation or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

8. Audit Committee Information

Audit Committee Charter

The text of the Audit Committee’s Charter is attached at Appendix “A” to this Annual Information Form.

Composition

The current members of the Audit Committee are Richard Shorkey (Chairman), John Gillberry and William Jenkins, each of whom is an “independent” director and each of whom is “financially literate” as such terms are defined in Multilateral Instrument 52-110 – Audit Committees of the Canadian Securities Administrators.

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Education and Experience

Richard Shorkey: Mr. Shorkey is a Chartered Accountant with more than 30 years of industry experience holding senior financial and general management roles in a number of public and private companies. He is a member of the Institute of Chartered Accountants of Ontario and the Canadian Institute of Chartered Accountants. Mr. Shorkey has been a member of the Board from March 22, 2007 and a member of the Audit Committee since May 10, 2007.

John Gillberry: Mr. Gillberry holds an MBA from the Ivey School of Business at the University of Western Ontario; until the acquisition of Coreworx Inc., an enterprise software development company, by Acorn Energy Inc. in July 2009, he was the Chief Financial Officer and Chief Operating Officer of Coreworx Inc. In December 2009 he was appointed Chief Executive Officer of Utilitran Corporation, a technology company engaged in data analytics and procurement software in the retail sector. Mr. Gillberry has been a member of audit committees for private and public companies and has been a financial consultant on corporate finance matters for several venture-backed businesses. Mr. Gillberry has been a member of the Board since May 2005 and has been a member of the WiLAN audit committee since fiscal 2005.

William Jenkins: Mr. Jenkins holds a B.A. in Economics and an LL.B from the University of Western Ontario and is a Partner with the law firm of Fraser Milner Casgrain LLP. Mr. Jenkins has advised corporations, investment dealers and banks on public securities offerings, equity and debt financings, mergers and acquisitions as well as other corporate finance transactions which have provided him the opportunity to review, analyze and evaluate financial reporting. Mr. Jenkins was also a member of the audit committee of the Partnership Board of Fraser Milner Casgrain LLP until November of 2009 when he was appointed the Presiding Member of that firm’s Partnership Board. Mr. Jenkins has been a member of the Board since May 2005 and a member of the Audit Committee since May 10, 2007.

Pre-approval of Non-audit Services

The following describes WiLAN’s policy relating to the engagement of the external auditors for the provision of non-audit services.

When requiring the use of accounting and taxation and other consulting services, the Company will not utilize the services of the current external auditor where the delivery of the service may create a potential or perceived conflict of interest. Consulting services which require subsequent external auditing cannot be performed by WiLAN’s auditors. For greater clarity, the following consulting services do not present a conflict of interest: advice relating to the accounting treatment of new accounting pronouncements or services ancillary to the audit; preparation of corporate tax returns; and advice on tax related matters.

Non-audit services to be provided by the external auditors must be pre-approved by the Audit Committee.

External Auditor Service Fees ⁽¹⁾

	Fiscal 2012		Fiscal 2011
Audit Fees (2)	$	281	$	451
Audit-related Fees (3)		47		43
Tax Fees (4)		22		3
All Other Fees (5)		7		6
Total Fees Billed	$	357	$	503

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Notes:

(1) All amounts (including in these notes) are in thousands of Canadian dollars.

(2) “Audit Fees” consist of the aggregate fees of PricewaterhouseCoopers LLP (“PwC”), WiLAN’s auditors, for professional services rendered by them for the audit of the Company’s annual financial statements and review of the MD&A and related services that are normally provided by them in connection with statutory and regulatory filings or engagements. Fiscal 2012 fees billed by PwC for services provided by them relate to their review of WiLAN’s internal controls ($79). Fiscal 2011 fees billed by PwC for services provided by them relate to their review of WiLAN’s prospectus and other filings in connection with the January 2011 bought deal financing ($18), the NASDAQ listing in June 2011 ($167) and the MOSAID take-over bid launched in August 2011 ($158).

(3) “Audit-related Fees” consist of the aggregate fees billed by PwC for assurance and related services rendered by them that are reasonably related to the performance of the audit or review of WiLAN’s financial statements and are not reported as Audit Fees. Professional services provided include review and “selected procedures” of quarterly financial statements and accounting advice on certain matters.

(4) “Tax Fees” consist of the aggregate fees billed by PwC for professional services rendered by them for tax compliance, tax advice and tax planning. Tax services included advisory services and review and filing of annual income tax returns. Fiscal 2012 fees billed by PwC for services provided by them related to tax advice with respect to prior years’ tax filings. Fiscal 2011 fees billed by PwC for services provided by them related to tax advice with respect to prior years’ tax filings.

(5) “All Other Fees” consist of fees billed by PwC for products and services other than Audit Fees, Audit Related Fees and Tax Fees.

9. Legal Proceedings

WiLAN, in the course of its normal operations, is subject to claims, lawsuits and contingencies. Accruals are made in instances where it is probable that liabilities may be incurred and where such liabilities can be reasonably estimated. Although it is possible that liabilities may be incurred in instances for which no accruals have been made, the Company has no reason to believe that the ultimate outcome of these matters would have a significant impact on its consolidated financial position. The significant legal proceedings in which WiLAN is involved are summarized below.

In September 2002, the Company, its former Chairman, Dr. Hatim Zaghloul, and Wi-Com Technologies Inc. (a private Alberta company), among others, were served with two statements of claim in the Court of Queen’s Bench of the Province of Alberta alleging the defendants are liable for failing to deliver certain share certificates in a timely manner to the claimants. This action was dismissed as against the Company in February 2013.

On January 10, 2010, WiLAN commenced the V-Chip Case against LGE in the SDNY Court. The Company claimed that LGE had breached its contract with WiLAN and infringed the 402 patent with respect to televisions it sold in the U.S. On August 2, 2011, the Company announced that U.S. Magistrate Judge Peck had made certain non-binding recommendations to U.S. District Court Judge Kaplan in the V-Chip Case with respect to certain summary judgment motions made by LGE and WiLAN, including recommending that a determination of non-infringement by LGE be made with respect to the 402 patent, to which recommendations the Company objected in August 2011. On March 7, 2012, Judge Kaplan adopted most of the Magistrate Judge’s recommendations and ruled that LGE did not infringe the 402 patent on a claim construction issue and granted LGE’s motion for summary judgment against WiLAN. The Company appealed this decision to the CAFC and presented its oral argument to the court on December 5, 2012. On December 11, 2012, the CAFC issued its ruling affirming the lower court decision.

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On October 5, 2010, WiLAN filed claims against 11 major companies including Alcatel-Lucent, Ericsson, Sony Ericsson Mobile Communications (USA) Inc., HTC and LGE in the EDTX Court. The Company has claimed that these companies have infringed and continue to infringe its U.S. patent numbers 6,088,326, 6,195,327, 6,222,819 and 6,381,211 by making and/or selling various products including wireless communications products that use technology derived from these patents which relate to the 3GPP standard. This action was settled as against LGE in December 2010. A trial against the remaining defendants in this action is currently scheduled for April 8, 2013.

On February 2, 2011, WiLAN filed claims against HTC in the EDTX Court (the “HTC Matter”). The Company claimed that HTC has infringed and continues to infringe the 222 patent and the 802 patent by making and/or selling various products including mobile handheld devices and other equipment that use technology derived from these patents which relate to Wi-Fi and CDMA. On September 17, 2012, this matter was consolidated with the 2011 Wireless Action. A claim construction hearing in these consolidated actions is currently scheduled for March 21, 2013 and a trial is currently scheduled for October 7, 2013.

In September, 2011, the Company, its subsidiary Gladios IP Inc. and one of its officers, Paul Lerner, were sued by GPC before the SDNY Court alleging, among other things, breach of contract, fraud and misappropriation of trade secrets by WiLAN with respect to its proposed acquisition of GPC. This case and a related appeal brought by GPC were settled by the Company and GPC in October, 2012.

On September 1, 2011, WiLAN filed claims against Apple, Alcatel-Lucent, Dell, Hewlett-Packard, HTC America, Inc., Kyocera International, Inc., Kyocera Communications, Inc., Novatel Wireless, Inc. and Sierra Wireless in the 2011 Wireless Action. The Company has claimed that these companies have infringed and continue to infringe the 222 patent and the 802 patent by making and/or selling various wireless communications products including modems, personal computers and mobile handheld devices that use technology derived from these patents. On September 17, 2012, this matter was consolidated with the HTC Matter. A claim construction hearing in the consolidated actions is currently scheduled for March 21, 2013 and a trial is currently scheduled for October 7, 2013.

On January 23, 2012, WiLAN filed claims against RIM before the SDFL Court. The Company has claimed that RIM has infringed and continues to infringe the 369 patent, the 088 patent and the 969 patent by making and/or selling various wireless communications products. A claim construction hearing in this action is currently scheduled for April 9, 2013 and a trial in this action is currently scheduled for February 24, 2014.

On October 1, 2012, WiLAN filed claims in the SDFL Court in separate actions against Alcatel-Lucent and against Ericsson and LME claiming infringement of U.S. patent numbers 8,229,437, 8,027,298 and 8,249,014 related to LTE technologies. A trial against Ericsson and LME is currently scheduled for July 15, 2013, a claim construction hearing with respect to Alcatel-Lucent is currently scheduled for August 1, 2013 and a trial against Alcatel-Lucent is currently scheduled for April 21, 2014.

On October 1, 2012, the Company filed an action against Hon Hai in the State Court of Florida concerning Hon Hai’s failure to report sales and revenues as required under a license agreement signed in January, 2008. Hon Hai moved to transfer this action to the SDFL Court and WiLAN has moved to have it transferred back to Florida State Court. Failing transfer back to Florida State Court, a trial in this action is currently scheduled for November 11, 2013. On October 23, 2012, Hon Hai filed an action in the SDNY Court requesting a declaration that Hon Hai does not infringe the 402 patent and that the 402 patent is invalid. The Company has filed a motion to dismiss this action.

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On October 3, 2012 and October 15, 2012, WiLAN filed separate actions in the SDFL Court against each of LGE and Toshiba, respectively, claiming infringement of U.S. patent numbers 6,359,654 and 7,034,889 related to digital television and display technology. A trial against Toshiba is currently scheduled for October 7, 2013.

On December 6, 2012, the Company filed separate claims in the SDFL Court against Apple, HTC and Sierra Wireless claiming infringement of U.S. patent numbers 8,315,640 and 8,311,040 related to LTE technologies.

On December 6, 2012, WiLAN filed separate claims in the EDTX Court against each of Apple and Sierra Wireless claiming infringement of U.S. patent number 6,381,211 related to 3G HSPA handset products.

On December 12, 2012, the Company filed claims in the SDFL Court against RIM claiming infringement of U.S. patent number 6,260,168 related to Bluetooth technologies. A trial in this action is currently scheduled for November 11, 2013.

On December 24, 2009, a law firm filed a request for ex parte re-examination at the USPTO in respect of the 402 patent. WiLAN does not know the identity of the real party in interest who made this re-examination request. On April 10, 2012, the Company announced that all claims of the 402 patent had been upheld by the USPTO in this re-examination and that more than 30 additional claims had been added to the 402 patent by the USPTO as a result of this re-examination.

On November 14, 2012, Ericsson filed a request for ex parte re-examination at the USPTO with respect to WiLAN’s 326 patent. On February 7, 2013, the USPTO granted this re-examination request. The next step in this matter would typically be the issuance of an office action by the USPTO, to which WiLAN will respond in due course. WiLAN expects that this re-examination process to continue for approximately 18 to 24 months. The 326 patent remains valid and enforceable unless and until a final contrary determination has been made by the USPTO and all appeal rights have been exhausted.

On January 25, 2013, Research In Motion Corporation filed petitions for inter partes review at the USPTO with respect to each of WiLAN’s 369 patent and 088 patent. The Company expects each such inter partes review process to continue for approximately 12 to 24 months. Each such patent remains valid and enforceable unless and until a final contrary determination has been made by the USPTO and all appeal rights have been exhausted.

10. Interests in Material Transactions

No material transactions with the directors, senior officers, promoters or principal holders of WiLAN’s securities or any of their respective affiliates or associates have occurred in the last three completed fiscal years or the current fiscal year. All of the Company’s current executive officers were hired during the period from May 2006 through March 2013, and entered into employment agreements with WiLAN in the normal course of business.

11. Transfer Agent and Registrar

The registrar and transfer agent for the Common Shares is Computershare Investor Services Inc. at its offices in Toronto, Ontario.

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12. Material Contracts

WiLAN did not enter into any material contracts during its 2012 fiscal year other than in the ordinary course of its business and is not currently party to any material contracts entered into in prior fiscal years that are still in effect other than in the ordinary course of its business.

13. Interests of Experts

The Company’s auditors are PricewaterhouseCoopers LLP (“PwC”), Chartered Accountants, 99 Bank Street, Suite 800, Ottawa, Ontario, K1P 1E4. PwC were appointed on October 25, 2006 following WiLAN’s move to Ottawa from Calgary. PwC has confirmed that they are independent of the Company in accordance with the rules of professional conduct of the Institute of Chartered Accountants of Ontario.

14. Additional Information

Additional information with respect to WiLAN, including remuneration and indebtedness of directors and officers, principal holders of the Company’s securities and options to purchase securities is contained in the information circular in respect of the annual and special meeting of shareholders to be held on April 23, 2013 that will be delivered to shareholders in advance of that meeting. Additional financial information is provided in WiLAN’s fiscal 2012 audited financial statements and management’s discussion and analysis for its 2012 fiscal year. Additional information relating to the Company may be found on the SEDAR website at www.sedar.com.

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Appendix “A” – Wi-LAN Inc. - Audit Committee Mandate

Purpose

The Board of Directors (the “Board”) of Wi-LAN Inc. (“Wi-LAN”) has established the Audit Committee (the “Committee”) as a standing committee of the Board for the purposes of managing the relationship between Wi-LAN and its external auditors, overseeing the audit and financial reporting process, ensuring the adequacy and effectiveness of Wi-LAN’s internal controls and procedures for financial reporting and ensuring the adequacy and effectiveness of Wi-LAN’s risk management program. The Committee is hereby constituted with all the powers and duties conferred on it by the laws governing Wi-LAN and such powers and duties as may be conferred on it from time to time by resolution of the Board.

Member Qualifications, Appointment and Removal

The members of the Committee (the “Members”), and from among those Members, the Chairman of the Committee, are appointed annually by the Board. The Board will appoint not less than three directors as Members.

The Committee and each Member must meet the independence and audit committee composition requirements promulgated by all governmental and regulatory bodies exercising control over Wi-LAN as may be in effect from time to time, including those of any stock exchange upon which Wi-LAN’s shares are listed. In general, no director who is an officer or employee of Wi-LAN (or any related entity of Wi-LAN) may be a Member and each Member must be free of any relationship with Wi-LAN that could or could be reasonably expected to, in the opinion of the Board, interfere with the exercise of that director’s independent judgment as a Member.

All Members of the Committee should be “financially literate” (as that term is defined from time to time in Multilateral Instrument 52-110 (Audit Committees) or any replacement or supplementary instrument or rule or, if it is not defined, as that term is interpreted by the Board), which generally means that they must be able to read and understand fundamental financial statements including Wi-LAN’s balance sheet, income statement and cash flow statement. At least one Member must have a professional accounting certification (or equivalent) or comparable experience and background that results in that Member’s financial sophistication.

Any Member may be removed or replaced at any time by the Board as needed. A Member shall cease to be a Member upon ceasing to be a Wi-LAN director. The Board will fill vacancies on the Committee by the appointment of other qualified directors.

Duties and Responsibilities

In general, the Committee performs a number of roles including (i) assisting directors to meet their financial oversight responsibilities, (ii) providing better communication between directors and Wi-LAN’s external auditors, (iii) enhancing the independence of the external auditor, (iv) increasing the credibility and objectivity of financial reports and (v) strengthening the role of the directors by facilitating in-depth discussions among directors, management and the external auditor. The Committee will have the specific duties and responsibilities set out below, as well as other such duties that are, in the opinion of the Board, in line with the purpose of the Committee as stated above.

Relationship with Auditors

The Committee is responsible for managing, on behalf of Wi-LAN’s shareholders, the relationship between Wi-LAN and its external auditors. In furtherance of this responsibility, as delegated by the

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Board, the Committee shall:

(a) be directly responsible for recommending the selection and determining the compensation of the external auditor;

(b) oversee the work of the external auditor engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for Wi-LAN, including the resolution of disagreements between management and the external auditor regarding financial reporting;

(c) establish procedures to monitor the independence of the external auditor and take necessary actions to eliminate all factors that might impair or be perceived to impair the independence of the external auditor;

(d) annually require the external auditors to identify the relationships that may affect its independence;

(e) establish procedures for review and approval of all audit and permitted non-audit services provided by external auditors;

(f) pre-approve all non-audit services to be provided to Wi-LAN or its subsidiaries by the external auditor, which pre-approval may be delegated to any Member; and

(g) provide the external auditor with the opportunity to meet with the Committee or the Board without management present at each regularly scheduled meeting of the Committee or the Board.

Audit and Financial Reporting

The Committee is responsible for overseeing the audit and financial reporting process. In furtherance of this responsibility, as delegated by the Board, the Committee shall:

(a) review, establish and monitor each annual audit of the external auditor with a written audit plan, including scope, fees and schedule;

(b) review with both management and the external auditor the appropriateness and acceptability of Wi-LAN’s critical accounting policies and any proposed changes thereto;

(c) review with management and the external auditor the presentation and impact of significant risks and uncertainties associated with Wi-LAN’s business, all alternative treatments of financial information with GAAP that have been discussed with management, the material assumptions made by management relating to them and their effect on Wi-LAN’s financial statements;

(d) question management and the external auditor regarding financial reporting issues discussed during the fiscal period;

(e) review any problems experienced by the external auditors in performing audits;

(f) review and discuss the audited annual financial statements in conjunction with the external auditor and review with management all significant variances between comparative reporting periods;

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(g) review and discuss the external auditor’s report with the external auditor and management;

(h) review all material written communications between the external auditor and management, including post audit or management letters containing recommendations of the external auditors, management’s response and follow up with respect to the identified weaknesses;

(i) review with management and with the external auditors, as appropriate, Wi-LAN’s financial statements, MD&A and annual and interim earnings press releases prior to their public dissemination;

(j) satisfy itself that adequate procedures are in place for the review of Wi-LAN’s public disclosure of financial information extracted or derived from Wi-LAN’s financial statements, other than the public dissemination referred to in (i) above, and periodically assess the adequacy of those procedures;

(k) review with management Wi-LAN’s relationship with the regulators and the quality of its filings with the regulators; and

(l) review with the General Counsel any current or anticipated litigation or legal activity that could have a material effect on Wi-LAN’s financial position.

Internal Controls and Procedures

The Committee is responsible for overseeing the design, implementation and on-going effectiveness of a system of internal controls. In furtherance of this responsibility, as delegated by the Board, the Committee shall:

(a) monitor and review policies and procedures for internal accounting, financial control and management information (“Internal Controls”);

(b) establish procedures for: (i) the receipt, retention and treatment of complaints received by Wi-LAN regarding accounting, internal accounting controls or auditing matters; and (ii) the confidential, anonymous submission by Wi-LAN employees of concerns regarding questionable accounting or auditing matters;

(c) monitor compliance with Wi-LAN’s Whistleblower Protection Policy on Financial Matters and coordinate and review all investigations undertaken thereunder;

(d) consult with the external auditor regarding the adequacy of the Internal Controls and review with the external auditor its report on the Internal Controls;

(e) address, on a regular basis, any perceived shortcomings in the Internal Controls;

(f) review the involvement of officers and directors in any matter related to business ethics or potential conflict of interest and advise the Board on the appropriate course of action;

(g) review and approve Wi-LAN’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor;

(h) prior to Wi-LAN entering into any Related Transaction other than any Related Transaction which has been reviewed and approved by the Compensation Committee of the Board, review the

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Related Transaction and recommend its approval or rejection by the Board. For the purposes of this Mandate, a “Related Transaction” means a business transaction or contract between Wi-LAN and a party in which a Wi-LAN director or officer has a direct or indirect interest. This direct or indirect interest could exist by virtue of the following: (i) the party is the director or officer; (ii) the director or officer, or their relative or spouse, is on the board of directors or is an officer of the party entering into such a business transaction with Wi-LAN; or (iii) the director or officer, or their relative or spouse, has a financial interest in the party entering into such a business transaction with Wi-LAN;

(i) annually, review any ongoing Related Transactions and report to the Board; and

(j) obtain from management adequate assurances that all statutory payments and withholdings have been made.

Risk Management

The Committee is responsible for overseeing the process by which Wi-LAN assesses and manages risk. In furtherance of this responsibility, as delegated by the Board, the Committee shall:

(a) identify risks inherent in Wi-LAN’s business (“Risks”);

(b) maintain policies and procedures that address the Risks on a reasonable, cost-effective basis;

(c) in conjunction with management, review, on an annual basis, all aspects of Wi-LAN’s risk management program, including all significant policies and procedures relating to insurance coverage, foreign exchange exposures and investments (including Wi-LAN’s use of financial risk management instruments);

(d) monitor compliance with environmental codes of conduct and legislation; and

(e) monitor compliance with safety codes of conduct and legislation.

Other

In furtherance of its duties, the Committee shall:

(a) meet regularly with management to discuss any areas of concern to the Committee or management;

(b) consider whether the quality of employees involved in the audit and financial reporting process and the processes described herein meets an acceptable standard; and

(c) annually review this Mandate and any other documents used by the Committee in fulfilling its responsibilities.

Meetings, Structure and Reporting

The Committee meets as required, but at least quarterly, typically on the day of the full Board to allow ample time for discussion. A majority of the Committee shall constitute a quorum. At all meetings of the Committee, every question shall be decided by a majority of the votes cast on the question. Attendance by the CFO at all Committee meetings is expected and attendance by the Director, Finance (when in place)

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and the President & CEO is desirable. The Corporate Secretary, or his or her designee, shall attend all Committee meetings for the purposes of recording minutes. The audit partner from the external auditor will be invited to meet with the Committee at least twice a year and may request a meeting with the Committee at any time.

The Committee shall report to the Board on all proceedings, deliberations, decisions and recommendations of the Committee at the first subsequent meeting of the Board and at such other times and in such manner as the Board may require or as the Committee may, in its discretion, consider advisable.

Chairman

The Chairman’s primary role is to ensure that the Committee functions properly, meets its obligations and responsibilities, fulfills its purpose and that its organization and mechanisms are in place and are working effectively. More specifically, the Chairman shall:

(a) chair meetings of the Committee;

(b) in consultation with the Chairman of the Board, the Members, the CFO and Corporate Secretary, set the agendas for the meetings of the Committee;

(c) in collaboration with the Chairman of the Board, the President & CEO, the CFO and the Corporate Secretary, ensure that agenda items for all Committee meetings are ready for presentation and that adequate information is distributed to Members in advance of such meetings in order that Members may properly inform themselves on matters to be acted upon;

(d) assign work to Members;

(e) approve the expense reports of the Chairman of the Board;

(f) act as liaison and maintain communication with the Chairman of the Board and the Board to optimize and co-ordinate input from directors, and to optimize the effectiveness of the Committee; and

(g) provide leadership to the Committee with respect to its functions as described in this Mandate and as otherwise may be appropriate.

Authority

The Committee shall have unrestricted direct access to Wi-LAN’s external auditors, Wi-LAN personnel and documents and shall be provided with the resources necessary to carry out its duties. The Committee may, in its sole discretion and at Wi-LAN’s expense, retain and agree to compensate independent counsel or advisors to assist with the performance of its duties. The Committee may adopt policies and procedures for carrying out its responsibilities.

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EX-99.2

Exhibit 99.2

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

For the Twelve Months ended December 31, 2012 and 2011

March 7, 2013

INTRODUCTION

This Management’s Discussion and Analysis (“MD&A”) is dated March 7, 2013. It should be read in conjunction with the audited consolidated financial statements and notes thereto for Wi-LAN Inc. for the year ended December 31, 2012 (the “Financial Statements”). References in this MD&A to “WiLAN,” “Company”, “our company,” “we,” “us” and “our” refer to Wi-LAN Inc. and its consolidated subsidiaries during the periods presented unless the context requires otherwise. The Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP” or “GAAP”) and applicable United States Securities and Exchange Commission (“SEC”) regulations for annual financial information.

Unless otherwise indicated, all financial information in this MD&A is reported in thousands of United States dollars (“U.S. dollars”), with the exception of share and earnings per share data which is reported in number of shares and U.S. dollars respectively. The tables and charts included in this document form an integral part of this MD&A.

We prepared this MD&A with reference to National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators. Under the U.S./Canada Multijurisdictional Disclosure System, we are permitted to prepare this MD&A in accordance with Canadian disclosure requirements which may differ from U.S. disclosure requirements. This MD&A provides information for the year ended December 31, 2012 and up to and including March 7, 2013. Additional information filed by us with the Canadian Securities Administrators, including quarterly reports, annual reports and our annual information form for the year ended December 31, 2012, is available on-line at www.sedar.com and also on our website at www.WiLAN.com. Our Form 40-F can be found on the SEC’s EDGAR website at www.sec.gov.

Our management is responsible for establishing appropriate information systems, procedures and controls to ensure that all financial information disclosed externally, including this MD&A, and used internally by us, is complete and reliable. These procedures include the review and approval of our financial statements and associated information, including this MD&A, first by our management’s Disclosure Committee, then by our Board of Directors’ Audit Committee (the “Audit Committee”) and, finally, by our Board of Directors as a whole (the “Board”).

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This MD&A contains forward-looking statements and forward-looking information within the meaning of the United States Private Securities Litigation Reform Act of 1995 and other applicable United States and Canadian securities laws, including such statements relating to:

• assumptions and expectations described in our critical accounting policies and estimates;

• our expectation regarding the adoption and impact of certain accounting pronouncements;

• our expectation regarding the growth rates of licensees’ businesses and the expected revenues to be collected from such licensees;

• our expectations with respect to revenues to be recorded as a consequence of license agreements with fixed periodic payment structures;

• our expectations with respect to the timing and amounts of any license agreements that may be entered into with respect to any of our litigation matters;

• our expectations with respect to our ability to sign new licenses and to sign renewal agreements with existing licensees;

• our estimates regarding our effective tax rate;

• our expectations with respect to the sufficiency of our financial resources; and

• our expectations regarding continued expansion of our patent portfolio through the acquisition of patents from third parties and from the development of new inventions or our entry into licensing relationships with third parties.

  2012 Financial Results 1

The words “expect”, “anticipate”, “estimate”, “may”, “will”, “should”, “intend”, “believe”, “plan”, “continue”, “anticipate”, “project” or the negative of these words or other variations on these words, comparable terms and similar expressions are intended to identify forward-looking statements and forward-looking information. Forward-looking statements and forward-looking information are based on estimates and assumptions made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors that we believe are appropriate in the circumstances.

We provide forward-looking statements and forward-looking information to assist external stakeholders in understanding our management’s expectations and plans relating to the future as of the date of this MD&A and such statements and information may not be appropriate for any other purposes. The forward-looking statements and forward-looking information in this MD&A are made as of the date of this MD&A only. We have no intention and undertake no obligation to update or revise any forward-looking statements or forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

RISKS AND UNCERTAINTIES

Many factors could cause our actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements and forward-looking information, including, without limitation, the following factors, which are discussed in greater detail under the heading “Risk Factors” in our Annual Information Form (“AIF”):

• certain of our patents may be found to be invalid, unenforceable and/or not infringed by any specific third party;

• we will be required to establish the enforceability of our patents in court to obtain material licensing revenues;

• certain of our patents are, and others may be, subject to administrative proceedings that could invalidate or limit the scope of those patents;

• the generation of future V-Chip revenues and the likelihood of our signing additional V-Chip licenses could be negatively impacted by changes in government regulation – in addition, the failure of leading digital television manufacturers to adopt or to continue to use our patented V-Chip technologies or to adopt competing technologies may harm our business;

• licensing our patents can take an extremely long time and may be subject to variable cycles;

• we are reliant on licensees paying royalties under existing licensing agreements and on the additional licensing of our patent portfolio to generate future revenues and increased cash flows;

• delays in renewing or an inability to renew existing license agreements could cause revenue and cash flow to decline;

• reduced spending by consumers due to the uncertainty of economic and geopolitical conditions may negatively affect us;

• changes in patent or other applicable laws or in the interpretation or application of those laws could materially adversely affect us;

• fluctuations in foreign exchange rates impact and may continue to impact our revenues and operating expenses, potentially adversely affecting financial results;

• we will need to acquire or develop new patents to continue and grow our business;

• we may engage in acquisitions or other strategic transactions or make investments that could result in significant changes or management disruption, and fail to enhance shareholder value;

• we may not be able to compete effectively against others to acquire patent assets – any failure to compete effectively could harm our business and results of operations;

• we have made and may make (or attempt to make) future acquisitions of technologies or businesses which could materially adversely affect us;

  2012 Financial Results 2

• our acquisitions of patents are time consuming, complex and costly, which could adversely affect our operating results;

• our quarterly revenue and operating results can be difficult to predict and can fluctuate substantially;

• we may require investment to translate our intellectual property position into sustainable profit in the market;

• there can be no assurance as to the payment of future dividends;

• our ability to recruit and retain management and other qualified personnel is crucial to our ability to develop, market and license our patented technologies;

• the trading price of our common shares has been, and may continue to be, subject to large fluctuations;

• as a foreign private issuer, we are subject to different United States securities laws and rules than a domestic United States issuer, which may limit the information publicly available to our shareholders;

• if we lose our United States “foreign private issuer” status in the future, it could result in significant additional costs and expenses to us;

• the financial reporting obligations of being a public company in the United States are expensive and time consuming, and place significant additional demands on our management;

• we are an “emerging growth company” under the United States Jumpstart Our Business Startups Act of 2012; we cannot be certain whether the reduced disclosure requirements applicable to emerging growth companies could make our common shares less attractive as an investment;

• an investor may be unable to bring actions or enforce judgments against us and certain of our directors and officers;

• our actual financial results may vary from our publicly disclosed forecasts;

• if at any time we are classified as a passive foreign investment company under United States tax laws, United States holders of our common shares may be subject to adverse tax consequences;

• the acquisition of, investment in, and disposition of our common shares has tax consequences;

• substantial future sales of our common shares by existing shareholders, or the perception that such sales may occur, could cause the market price of our common shares to decline, even if our business is doing well;

• we may require additional capital in the future and no assurance can be given that such capital will be available at all or available on terms acceptable to us;

• certain Canadian laws could delay or deter a change of control; and

• our authorized capital permits our directors to issue preferred shares which may prevent a takeover by a third party.

These factors should be considered carefully, and readers should not place undue reliance on our forward-looking statements and forward-looking information.

  2012 Financial Results 3

NON-GAAP DISCLOSURE

We use the term “adjusted earnings” to reference earnings from continuing operations before stock-based compensation expense, depreciation & amortization expense, interest expense, unrealized foreign exchange gains or losses, restructuring charges, incentive buy-out, success fee, transaction costs, investment income, debenture financing costs, provision for income taxes, and certain other charges. We report adjusted earnings in the belief that it may be useful for certain investors and readers of the financial statements as a measure of our performance. ADJUSTED EARNINGS IS NOT A MEASURE OF FINANCIAL PERFORMANCE UNDER U.S. GAAP. IT DOES NOT HAVE ANY STANDARDIZED MEANING PRESCRIBED BY U.S. GAAP AND IS THEREFORE UNLIKELY TO BE COMPARABLE TO SIMILARLY TITLED MEASURES USED BY OTHER COMPANIES. ADJUSTED EARNINGS SHOULD NOT BE INTERPRETED AS AN ALTERNATIVE TO NET EARNINGS AND CASH FLOWS FROM OPERATIONS AS DETERMINED IN ACCORDANCE WITH U.S. GAAP OR AS A MEASURE OF LIQUIDITY.

OVERVIEW

In mid-2006, we re-focused our business on technology innovation and licensing. At that time, we owned approximately twenty patents including certain patents we believed could be used in a licensing program. In launching this new form of business, a key strategy was to strengthen the patent portfolio to sustain long-term revenue opportunities and associated growth.

Over the past six years, we have grown from 1 employee to 52 employees, increased our patent portfolio from approximately 20 patents to more than 3,000 issued or pending patents, signed more than 260 licensees, and grown our annual revenues from approximately $1,900 to approximately $88,000 in our 2012 fiscal year representing a compound annual growth rate of nearly 90%. As a result of the increase in the breadth and depth of our patent portfolio, we believe we have more than 40 separate key patent families available to license. We define a patent family in this context as a patent or group of related patents that we have mapped to a particular product or to an industry standard.

Our principal source of revenue is from licensing the patents in our own patent portfolio. We also generate revenue from licensing portfolios on behalf of third-party patent holders and we may, from time to time, sell patents from our portfolio when we believe the revenue from an outright sale of patents (“Brokerage”) is greater than what can be derived from licensing the patents. We plan to build upon our significant base of signed license agreements and increase our licensing opportunities by growing our patent portfolio with a combination of technology innovation through internal research and development, patent acquisitions, licensing relationships with patent holders, and corporate mergers and acquisitions. A fundamental requirement of the business is that our portfolios must be large, deep, geographically broad, and have sufficient life remaining to be of real value for potential licensees.

We generally refer to the patents that we own as components of our “Core Programs” and characterize them as: Wireless Access; Digital Display and Television; Cloud Computing; Medical Devices; and Semiconductors. We are continuing to evaluate all of the patents in our portfolio to determine whether any specific patents may be applicable to other technology and product areas.

Technology areas generally included in our Wireless Access program include, but are not limited to, 3G/4G, Wi-Fi and Bluetooth as well as other technologies generally applicable to handheld devices (e.g. text editing) or to infrastructures necessary to operate wireless networks. We have received licensing revenue from companies that sell products described as cellular handsets, such as smart phones, and infrastructure, tablets, laptop computers and Wi-Fi routers. The Wireless Access portfolio contains more than 1,200 patents and patent applications. In addition, we believe we have identified a number of other potentially licensable products in markets adjacent to “pure” wireless markets.

The Digital Display and Television portfolio originated with the acquisition of the V-Chip technology patents in July 2007 and has been augmented with acquisitions from several other sources. The portfolio now includes more than 1,400 patents and patent applications around such technology areas as multimedia processing, display and touch screens and graphical user interfaces, all of which are potentially used in smart phones, digital televisions, tablets and laptop computers. Approximately 30 - 40% of the available North American digital television market has been licensed to our V-Chip patents and signed agreements are expected to generate revenues for an additional four years. This market is not, however, expected to grow any further over the next four years and, consequently, revenues derived from these signed agreements are also not expected to grow any further. Our digital display and television program does, however, have

  2012 Financial Results 4

significant depth above and beyond just V-Chip and we have only just begun licensing discussions related to non-V-Chip Digital Display and Television related patents.

As noted, our strategy to increase revenues is partially rooted in increasing the size and breadth of our Wireless Access and Digital Display and Television patent portfolios but another component of our growth strategy is the creation of large valuable portfolios in new areas. We are currently developing incremental core licensing programs in the areas of Cloud Computing, Medical Devices and Semiconductor Technologies. These programs could be developed through acquisition of patent portfolios or through the development of one or more strategic partnerships.

Our internal research and development efforts seek to generate new inventions in next generation communications technologies and to identify new technology opportunities. With the goal of growing and strengthening our intellectual property portfolio, this technology innovation complements our ongoing activities to acquire appropriate technology or to partner with technology owners permitting us to grow our revenues over time. Our Company was originally founded as a pioneer in the design, development and delivery of broadband wireless technologies. Innovations developed and patented through the years by our founding team and engineering staff resulted in the commercialization of advanced broadband wireless equipment more than a decade ago. Growing on these foundations, we are actively engaged in ongoing technology research activities. Our current area of research and development focus is wireless broadband, but we continue to engage in research and development in other technology areas as opportunities present themselves.

We have developed methodologies for our licensing programs that have yielded strong results since mid-2006, having generated cumulative revenues to the end of 2012 of approximately $357,000. When approaching a potential licensee, we present compelling reasons to enter into a license agreement with detailed infringement analysis along with a fair and reasonable license rate. In many circumstances, we also present the potential licensee with a broad array of patents or patent families that may be applicable to the licensee’s business or products thus increasing their risk of not signing a license. Although we signed fewer significant licenses in fiscal 2012, we have continued to consistently sign licenses and have entered into eight licenses in the last twelve months. Early in fiscal 2011, we signed many significant license agreements with computer chip suppliers that are licensed for at least five and, in some cases, six years which has made further licensing in certain legacy areas more time consuming. In addition, we are involved in litigation with many potential licensees with respect to which several trials are currently scheduled to begin in 2013. Licensing in the Digital Display and Television program was also slow in 2012, with many potential licensees only recently recommencing detailed discussions.

Generally, our licensing agreements take into consideration rights to license the patents covered and releases for past infringement. Related payments may be lump-sum, fixed-price with set payments made over a specified period of time or running royalty based depending on a price per-unit and/or a percentage of product sales or service revenues enjoyed by licensees. Running royalty based licensees generally provide us with quarterly or semi-annual royalty reports which are typically received subsequent to the period in which the underlying sales occurred.

Consideration for license agreements is generally paid in cash, although we have in the past and may in the future accept a combination of cash and in-kind patents. We may consider in-kind patents if the patents fit our value proposition and strategic objectives. We recognize revenue from these arrangements as amounts become due and collection is reasonably assured.

Royalty rates and the consideration for a license may vary significantly with different licensees because there are many factors that may make different rate and other terms appropriate These include, without limitation: the clarity of the reads of patent claims on the products of the prospective licensee; the significance of the patented invention to the performance of such products; the strength of the patents generally; the profitability of the products in question; the propensity of the prospective licensee to resist taking a license or to litigate; the number of applicable patents; the volume of products that infringe; the geographies in which infringing products are manufactured and sold; the prospective licensee’s future sales plans; and the prospective licensee’s financial position.

Although we prefer to negotiate license agreements without litigation, we are prepared to take all necessary steps, including investing in litigation, to ensure we receive fair compensation for the use of our patented technologies. If litigation should be initiated against a prospective licensee, our business approach seeks resolution of the litigation through the signing of a license agreement. Licensing discussions can be ongoing with a number of prospective licensees

  2012 Financial Results 5

at any time and although we cannot anticipate how any litigation may affect ongoing discussions, our experience is that discussions will often continue through the litigation process and that some parties may be inclined to take licenses. We are currently involved in fifteen different litigations with seven trials currently scheduled to begin in 2013.

Notwithstanding our early success in many areas, the business and legal environment for patent licensing companies has become increasingly difficult during the past several years. In this more difficult licensing environment, we will continue to adapt and evolve to achieve success. Recent examples of this evolution include the hiring of highly qualified specialists and subject matter experts in applicable technologies, acquisitions of patents that have strengthened our patent portfolio and financings that have significantly strengthened our financial position. As well we signed a number of significant license agreements with large industry leaders in 2011. We believe these recent accomplishments have established a strong foundation for our future operations and growth.

We employ individuals with unique skill sets and proven abilities to conclude license agreements. This is important because the strength of asserted patents is only part of what is needed to derive substantial revenues. Having expertise in the relevant markets, in patent portfolio development, and in patent licensing and litigation are as critical as having strong patents.

Based on the strength of our portfolio, our licensing capability, our human resources and our fair business dealings, we believe that our Core Programs will become well known in the applicable industries and that companies will accept that licenses will be inevitable and will budget for them. We also believe that we are well positioned to deliver continued strong financial performance because of our strong and growing patent portfolio, professional and systematic approach to licensing, management team, track record of signing license agreements, significant base of signed agreements and solid financial position.

We expect that we will be required to litigate from time to time with parties that infringe our patents but refuse to pay what we consider fair consideration for a license or as compensation for past infringement. It is important that prospective licensees know that, when necessary, we have sufficient funds to conduct protracted and multiple litigations, otherwise a party may be even more reluctant to take a license. In addition to any litigation commenced by us, one or more parties may file actions against us seeking declaratory judgments of non-infringement and/or invalidity against our patents and/or request re-examination or reviews of certain patents before the United States Patent and Trademark Office (the “USPTO”).

As part of our longer-term strategy, we will continue to acquire additional patents to strengthen our portfolios as such patents are identified and become available; in the past such acquisitions have often been in the wireless and telecommunications areas, but these areas will not necessarily be the only focus for future patent acquisitions. The business models for acquisition may include: the acquisition of patents or licensing rights to the patents with a limited or no up-front cash payment, but sharing in any license fees generated through licensing the patents; the acquisition of patents as partial consideration for a license to our patent portfolio; and/or the acquisition of patents for cash or Common Shares.

During fiscal 2012 and so far in fiscal 2013, we acquired over 190 patents and patent applications and we are currently in discussions with a number of parties concerning the possible acquisition of patents, the value of which patents will be determined on a case by case basis.

On December 31, 2012, we had approximately $176,900 in cash and short-term investments on hand and we believe this amount represents sufficient financial resources to fund operations for the foreseeable future based on our current plans. We believe we will remain in a position to fund ongoing operations from license revenues generated for the foreseeable future, although this is not assured.

  2012 Financial Results 6

RESULTS AND OUTLOOK

Overall performance

The following table sets forth consolidated statements of operations data, which is expressed in thousands of U.S. dollars, except share and per share amounts, for the indicated years as well as certain balance sheet data as at December 31, 2012, 2011, and 2010.

	Year ended December 31,						Year ended December 31,						Year ended December 31,
	2012						2011						2010
	$000’s			%			$000’s			%			$000’s			%
Revenue
Royalties	$	87,960			100		$	104,813			99		$	45,557			93
Brokerage		—			—			996			1			3,679			7
		87,960			100			105,809			100			49,236			100
Operating expenses
Cost of revenue		55,503			63			72,467			68			55,273			112
Research and development		8,887			10			7,792			7			3,965			8
Marketing, general and administrative		12,858			15			20,294			19			8,292			17
Realized foreign exchange (gain) loss		22			0			(1,958	)		(2	)		230			—
Unrealized foreign exchange (gain) loss		(5,213	)		(6	)		2,997			3			4			—
Transaction costs		—			—			3,044			3			—			—
Restructuring charges		418			0			—			—			726			1
Total operating expenses		72,475			82			104,636			99			68,490			139
Earnings (loss) from operations		15,485			18			1,173			1			(19,254	)		(39	)
Investment income		1,277			1			5,654			5			683			1
Interest expense		(1,247	)		(1	)		(4,218	)		(4	)		—			—
Debenture financing, net		(31,138	)		(35	)		20,747			20			—			—
Earnings (loss) before income taxes		(15,623	)		(18	)		23,356			22			(18,571	)		(38	)
Provision for (recovery of) income tax expense
Current		3,480			4			3,275			3			3,041			6
Future		(4,583	)		(5	)		(11,716	)		(11	)		—			—
Provision for (recovery) of income tax expense		(1,103	)		(1	)		(8,441	)		(8	)		3,041			6
Net earnings (loss)	$	(14,520	)		(17	)	$	31,797			30		$	(21,612	)		(44	)
Earnings (loss) per share
Basic	$	(0.12	)				$	0.26					$	(0.21	)
Diluted		(0.12	)					0.25						(0.21	)
Weighted average number of common shares
Basic		121,451,967						122,741,326						103,289,548
Diluted		121,451,967						124,999,644						103,289,548

Consolidated Balance Sheet Information

	As at December 31, 2012		As at December 31, 2011		As at December 31, 2010
	$000’s		$000’s		$000’s
Cash and cash equivalents	$	175,246	$	432,186	$	82,190
Short-term investments		1,617		1,524		26,825
Total assets		330,785		437,869		250,855
Long term debt		—		—		—
Dividends declared per common share		0.13		0.10		0.06

Revenues for the twelve months ended December 31, 2012 were $87,960 representing a decrease of $17,849 or 17% over the twelve months ended December 31, 2011. Revenues in fiscal 2011 had increased substantially over the fiscal 2010 period principally as a result of signing significant license agreements early in 2011.

  2012 Financial Results 7

Our license agreements can generally be classified as either: (1) running royalty agreements in which licensees provide reports on their sales activities for the previous fiscal quarter, and calculate and remit the appropriate royalty; or (2) fixed fee arrangements with periodic payments that may be over a period shorter than or equal to the license term. In all cases, licenses provide for a release of past infringement and a license to some or all of our patents for a specified period of time. In certain cases, licenses may also extend to certain patents acquired by us during the term of the license. In all cases, the continued right to the license is subject to the licensee making the required payments defined in the agreement, all of which are non-refundable once received by us. We recognize revenue, generally, when the license fee is earned, fixed and determinable, collectability is reasonably assured, and all other conditions of revenue recognition are met.

Our business is unique because, left to their own devices, entities who infringe our patents are content to not pay fair compensation to us for the right to use the inventions claimed in those patents. Our licensing process involves the preparation of claim charts which are detailed descriptions of the claims in our patents and how those claims relate to a particular technology standard or a particular product offering. These claim charts are presented to entities which we believe to be infringing these patents as the first step in commencing licensing discussions. The licensing process then generally includes countering arguments relating to technology and legal matters relating to these and other patents, arriving at mutually satisfactory business, financial and legal terms for license agreements and signing such license agreements. We note that with more than 3,000 patents, we generally only prepare claim charts on a small subset of the entire portfolio. Accordingly, we will commence license discussions focusing on only a small number of patents that we believe are being infringed.

If licensing discussions are not productive, we may resort to litigation as a means to motivate a potential licensee to negotiate a license. Although our preference is to reach a negotiated license agreement without commencing patent litigation, we have found that many entities will not engage in substantive discussions without litigation. If litigation is required, it will most certainly be on only a subset of the patents that we believe are infringed, for example on only two or three patents out of our entire portfolio. We may also engage in additional infringement litigation against a potential licensee to create additional pressure to enter into a negotiated license agreement.

As a result of the above, we are not necessarily in control of when a license is executed and, accordingly, we may experience fluctuations in revenues year over year.

Operating expenses for the twelve months ended December 31, 2012 were $72,475 or 82% of revenues representing a decline of $32,161 or 31% as compared to the twelve months ended December 31, 2011. In fiscal 2011 we recorded an incremental litigation expense of $27,986 related to a success fee payable to one of our litigation firms. We also recorded a one-time charge of $7,102 in 2011 related to the repurchase of a contractual right to 2% of our consolidated revenues. Excluding these non-recurring items, the total operating expenses in fiscal 2011 would have been $69,548. Accordingly, total operating expenses have increased slightly each year presented.

Our largest operating expense in each of the presented fiscal years is litigation expense, which is included in cost of revenue. Litigation expense accounted for approximately $25,564, $17,478, and $29,170 or 35%, 25%, and 43% of total operating expenses in each of fiscal 2012, 2011, and 2010 respectively. As noted, we would prefer to negotiate licenses without the use of litigation but that is not always possible. Given the number of litigations we are currently involved in, should they all proceed to trial, litigation expenses for 2013 will increase over the 2012 levels, perhaps materially. Litigation activities, and therefore expenses, are difficult to predict as there are many factors that can influence any action that is commenced.

We recorded a net loss for the twelve months ended December 31, 2012 of $14,520 or $0.12 per basic and diluted share as compared to net earnings for the twelve months ended December 31, 2011 of $31,797 or $0.26 per basic and $0.25 per diluted share. In fiscal 2012, we recorded $31,138 of Debenture financing costs (all recorded in the first quarter of 2012) related to the financing we put in place late in 2011 to support our bid to acquire a company called Mosaid. These costs are non-recurring in nature. In 2011 we recorded a recovery of future tax of $11,482 as a result of the reversal of a portion of our valuation allowance related to our deferred tax assets, a gain of $66,679 on the extinguishment of the Debenture conversion feature, and Debenture financing costs of $45,932. These too are all non-recurring. We consider adjusted earnings, a non-GAAP measure, to be a good indicator of performance for the business as it more accurately captures financial performance in a given period related to the operations of the business.

  2012 Financial Results 8

The table below reconciles the net earnings/loss to the adjusted earnings.

	Year ended December 31,			Year ended December 31,			Year ended December 31,
	2012			2011			2010
	$000’s			$000’s			$000’s
Net earnings (loss) under GAAP	$	(14,520	)	$	31,797		$	(21,612	)
Adjusted for:
Unrealized foreign exchange loss		(5,213	)		2,997			4
Depreciation and amortization		25,693			22,785			20,796
Stock based compensation		3,894			4,228			1,835
Restructuring charges		418			—			726
Incentive buy-out		—			7,102			—
Success fee		—			27,986			—
Other		—			285			—
Asset write-off related to restructuring		209			—			—
Interest expense		1,247			4,218			—
Transaction costs		—			3,044			—
Investment income		—			(3,733	)		—
Debenture financing, net		31,138			(20,747	)		—
Provision for (recovery of) income tax expense		(1,103	)		(8,441	)		3,041
Adjusted earnings	$	41,763		$	71,521		$	4,790
Adjusted earnings per basic share	$	0.34		$	0.58		$	0.05
Weighted average number of common shares
Basic		121,451,967			122,741,326			103,289,548
Diluted		121,451,967			124,999,644			103,289,548

The adjusted earnings for the twelve months ended December 31, 2012 were $41,763 as compared to $71,521 for the twelve months ended December 31, 2011, and $4,790 for the twelve months ended December 31, 2010. The decrease in adjusted earnings as compared to last year is primarily attributable to the decrease in revenue and an increase in litigation and R&D expenses whereas the increase over 2010 is principally related to increased revenues.

Results of Operations for the twelve months ended December 31, 2012 as compared to the twelve months ended December 31, 2011

Revenues

Revenues for the twelve months ended December 31, 2012 were $87,960, representing a decrease of $17,849 or 17%. The decrease in revenues is primarily attributable to the timing of fixed payment amounts as a result of the significant license agreements signed during the twelve months ended December 31, 2011 for which certain agreements contained one-time lump sum payments and certain agreements contained fixed-payments which had higher front-end payments.

	Year ended December 31, 2012			Year ended December 31, 2011
	$000’s			$000’s
Revenues	$	87,960		$	105,809
Decrease from previous year		(17	%)

Our revenues are derived from five principal sources: (i) running royalty agreements pursuant to which licensees pay us royalties based on either a percentage of the net selling price of licensed products or a fixed fee per licensed product sold; (ii) fixed fee royalties consisting of a set quarterly or annual amount for all licensed products sold by licensees; (iii) one-time lump sum fees to cover the sale of all licensed products by a particular licensee, subject to certain limitations; (iv) licensing patents owned by a third party; or (v) Brokerage which provides the acquirer exclusive rights to the technology. License agreements are generally for a five to eight year period but can be significantly longer. We consider revenue to be earned when we have persuasive evidence of an arrangement, all obligations that we need to perform have been

  2012 Financial Results 9

fulfilled in accordance with the terms of the license agreement, including delivery and acceptance, the revenue amount is reasonably determinable and collection is reasonably assured.

Revenues can vary significantly from quarter to quarter depending upon the type of royalty arrangement with licensees, the timing of royalty reporting by licensees, the cyclical nature of licensees’ markets and fluctuations in foreign currency and other factors. Revenues can fluctuate based on individual licensees’ growth and success rates in their respective markets, and other market factors on their respective businesses and other factors outside of our control. See “Risk Factors” contained in our AIF for more detailed information.

Revenue is comprised as follows:

	Year ended December 31, 2012			Year ended December 31, 2011
Royalties		100	%		99	%
Brokerage		0	%		1	%
		100	%		100	%

Two licensees accounted for more than 10% of revenues from royalties for the twelve months ended December 31, 2012 as compared to one licensee for the twelve months ended December 31, 2011. For the twelve months ended December 31, 2012, the top ten licensees accounted for 83% of revenues from royalties, whereas in the comparable period last year the top ten licensees accounted for 77% of revenues from royalties, respectively.

For the twelve months ended December 31, 2012 there were no revenues from Brokerage as compared to $996 for the twelve months ended December 31, 2011. We may sell patents from our portfolio when we believe the revenue from an outright sale of patents is greater than what can be derived from licensing the patents.

Cost of Revenue

Cost of revenue is comprised of patent licensing expenses which includes royalty obligations, cost of patents sold through brokerage activities, employee related costs and other costs incurred in conducting license negotiations as well as litigation expense and amortization of patents expense related to acquired patents. Litigation and amortization expenses are not necessarily variable with revenues. Patent licensing expense is predominately employee related costs and therefore is not directly variable with revenues. We also include, as a licensing expense, any costs related to sourcing new patent portfolios or developing new strategic partnerships.

	Year ended December 31, 2012			Year ended December 31, 2011
	$000’s			$000’s
Licensing	$	4,205		$	4,610
Litigation expense		25,564			17,478
Litigation expense – success fee		—			27,986
Amortization of patents		24,794			21,645
Stock-based compensation		940			748
	$	55,503		$	72,467
Percent of revenue		63	%		68	%
Decrease from previous year		(23	%)

Cost of revenue for the twelve months ended December 31, 2012 was $55,503 or 63% of revenues as compared to $72,467 or 68% of revenues. The decrease in expenses is primarily attributable to a decrease in the success fee partially offset by an increase in litigation expense and amortization expense as a result of patent acquisitions completed during fiscal 2011 and 2012. In general, patent licensing expenses are proportional to the breadth and depth of our licensing and brokerage programs and should be expected to increase as we add programs to our business operations. Throughout 2012 our Core Programs have remained consistent with previous years.

  2012 Financial Results 10

A key element of our strategy involves acquiring additional patents or obtaining exclusive licensing arrangements through relationships with patent holders that may be accounted for as acquisitions. Any further acquisitions will increase amortization expense from our current levels. We have acquired approximately $214,000 in patents since November 1, 2006.

Litigations are a normal part of our business which may extend over multiple years and are principally a discretionary cost, not directly related to or necessarily proportional to the revenues we generate. Our litigation expenses consist of all expenses related to the management and conduct of our litigation activities and include the costs of internal resources assigned to the litigation management function, external legal counsel and third party costs including those of expert witnesses and other service providers required during the course of litigations.

Litigation expense was reclassified as cost of revenue for the twelve months ended December 31, 2012 and the comparative periods adjusted accordingly.

For the twelve months ended December 31, 2012, litigation expenses amounted to $25,564 as compared to $17,478 for the same period last year. The increase in litigation for the twelve months ended December 31, 2012 is attributable to an increase in the level of litigation activities in comparison to the same period last year. Litigation expenses are expected to vary from period to period due to the variability of litigation activities and are expected to increase significantly in fiscal 2013 given the level of litigation matters that are currently active.

During the twelve months ended December 31, 2012, we continued to realize an increased level of litigation activities primarily as a result of patent infringement actions before the U.S. District Court for the Eastern District of Virginia (the “EDVA Court”), the U.S. District Court for the Southern District of New York (the “SDNY Court”), the U.S. District Court for the Southern District of Florida (the “SDFL Court”), the U.S. District Court for the Eastern District of Texas (the “EDTX Court”) and the United States Court of Appeal for the Federal Circuit (the “CAFC”).

In the course of our normal operations, we are subject to claims, lawsuits and contingencies. Accruals are made in instances where it is probable that liabilities may be incurred and where such liabilities can be reasonably estimated. Although it is possible that liabilities may be incurred in instances for which no accruals have been made, we have no reason to believe that the ultimate outcome of these matters would have a significant impact on our consolidated financial position.

In certain of our patent infringement litigations we have been represented by the law firm of McKool Smith (“McKools”). Pursuant to our engagement with McKools, in consideration for a discount on fees, we have agreed to pay McKools a success fee based on achieving certain minimum financial measures. Upon achieving these financial measures, McKools will be entitled to receive a percentage of the proceeds actually received pursuant to the licensing agreements relating to these litigations up to a maximum of $27,986. We have collected and expect to collect proceeds from these license agreements over the next four years. Should we collect these amounts as contemplated in the agreements, McKools will be entitled to the entire success fee. We accrued the full amount of the success fee obligation in fiscal 2011. As at December 31, 2012, the current and long term portion of the success fee obligation is $4,401 and $10,900, respectively. During the twelve months ended December 31, 2012, we paid McKools $12,685 based on proceeds collected as of September 30, 2012.

The following discloses our litigation activities:

In September 2002, the Company, our former Chairman, Dr. Hatim Zaghloul, and Wi-Com Technologies Inc. (a private Alberta company), among others, were served with two statements of claim in the Court of Queen’s Bench of the Province of Alberta alleging the defendants are liable for failing to deliver certain share certificates in a timely manner to the claimants. This action was dismissed as against WiLAN in February 2013.

On January 10, 2010, WiLAN commenced an action against LG Electronics, Inc. and LG Electronics U.S.A., Inc. (collectively, “LGE”) in the SDNY Court. The Company claimed that LGE had breached its contract with us and infringed our U.S. patent number 5,828,402 (the “402 patent”) with respect to televisions it sold in the United States. On August 2, 2011, we announced that U.S. Magistrate Judge Peck had made certain non-binding recommendations to U.S. District Court Judge Kaplan in this action with respect to certain summary judgment motions made by LGE and WiLAN, including recommending that a determination of non-infringement by LGE be made with respect to the 402 patent, to

  2012 Financial Results 11

which recommendations the Company objected in August 2011. On March 7, 2012, Judge Kaplan adopted most of the Magistrate Judge’s recommendations and ruled that LGE did not infringe the 402 patent on a claim construction issue and granted LGE’s motion for summary judgment against WiLAN. The Company appealed this decision to the CAFC and presented its oral argument to the court on December 5, 2012. On December 11, 2012, the CAFC issued its ruling affirming the lower court decision.

On October 5, 2010, WiLAN filed claims against 11 major companies including Alcatel-Lucent USA Inc. (“Alcatel-Lucent”), Ericsson Inc. (“Ericsson”), Sony Ericsson Mobile Communications (USA) Inc., HTC Corporation (“HTC”) and LGE in the EDTX Court. The Company has claimed that these companies have infringed and continue to infringe our U.S. patent numbers 6,088,326 (the “326 patent”), 6,195,327, 6,222,819 and 6,381,211 by making and/or selling various products including wireless communications products that use technology derived from these patents which relate to the 3GPP standard. This action was settled as against LGE in December 2010. A trial against the remaining defendants in this action is currently scheduled for April 8, 2013.

On February 2, 2011, WiLAN filed claims against HTC in the EDTX Court (the “HTC Matter”). The Company claimed that HTC has infringed and continues to infringe our U.S. patent numbers 5,282,222 (the “222 patent”) and RE37,802 (the “802 patent”) by making and/or selling various products including mobile handheld devices and other equipment that use technology derived from these patents which relate to Wi-Fi and CDMA. On September 17, 2012, this matter was consolidated with the action we originally filed with the EDTX Court on September 1, 2011 against Apple Inc. (“Apple”) and other parties which is discussed below. A claim construction hearing in these consolidated actions is currently scheduled for March 21, 2013 and a trial is currently scheduled for October 7, 2013.

In September, 2011, the Company, its subsidiary Gladios IP Inc. and one of its officers, Paul Lerner, were sued by General Patent Corporation (“GPC”) before the SDNY Court. This case and a related appeal brought by GPC were settled by the Company and GPC in October 2012.

On September 1, 2011, WiLAN filed claims against Apple, Alcatel-Lucent, Dell Inc., Hewlett-Packard Company, HTC America, Inc., Kyocera International, Inc., Kyocera Communications, Inc., Novatel Wireless, Inc. and Sierra Wireless America, Inc. (“Sierra Wireless”). The Company has claimed that these companies have infringed and continue to infringe the 222 patent and the 802 patent by making and/or selling various wireless communications products including modems, personal computers and mobile handheld devices that use technology derived from these patents. On September 17, 2012, this matter was consolidated with the action we originally filed with the EDTX Court on February 2, 2011against HTC which is discussed above. A claim construction hearing in the consolidated actions is currently scheduled for March 21, 2013 and a trial is currently scheduled for October 7, 2013.

On January 23, 2012, WiLAN filed claims against Research In Motion Limited and Research In Motion Corporation (collectively, “RIM”) before the SDFL Court. The Company has claimed that RIM has infringed and continues to infringe our U.S. patent numbers 5,515,369 (the “369 patent”), 6,240,088 (the “088 patent”) and 6,232,969 (the “969 patent”) by making and/or selling various wireless communications products. A claim construction hearing in this action is currently scheduled for April 9, 2013 and a trial in this action is currently scheduled for February 24, 2014.

On October 1, 2012, WiLAN filed claims in the SDFL Court in separate actions against Alcatel-Lucent and against Ericsson and Telefonaktiebolaget LM Ericsson (“LME”) claiming infringement of our U.S. patent numbers 8,229,437, 8,027,298 and 8,249,014 related to LTE technologies. A trial against Ericsson and LME is currently scheduled for July 15, 2013, a claim construction hearing with respect to Alcatel-Lucent is currently scheduled for August 1, 2013 and a trial against Alcatel-Lucent is currently scheduled for April 21, 2014.

On October 1, 2012, the Company filed an action against Hon Hai Precision Industry Co. Ltd (“Hon Hai”) in the State Court of Florida concerning Hon Hai’s failure to report sales and revenues as required under a license agreement signed in January, 2008. Hon Hai moved to transfer this action to the SDFL Court and WiLAN has moved to have it transferred back to Florida State Court. Failing transfer back to Florida State Court, a trial in this action is currently scheduled for November 11, 2013. On October 23, 2012, Hon Hai filed an action in the SDNY Court requesting a declaration that Hon Hai does not infringe the 402 patent and that the 402 patent is invalid. The Company has filed a motion to dismiss this action.

On October 3, 2012 and October 15, 2012, WiLAN filed separate actions in the SDFL Court against each of LGE and

  2012 Financial Results 12

Toshiba Corporation, respectively, claiming infringement of our U.S. patent numbers 6,359,654 and 7,034,889 related to digital television and display technology. A trial against Toshiba Corporation is currently scheduled for October 7, 2013.

On December 6, 2012, the Company filed separate claims in the SDFL Court against Apple, HTC and Sierra Wireless claiming infringement of our U.S. patent numbers 8,315,640 and 8,311,040 related to LTE technologies.

On December 6, 2012, WiLAN filed separate claims in the EDTX Court against each of Apple and Sierra Wireless claiming infringement of our U.S. patent number 6,381,211 related to 3G HSPA handset products.

On December 12, 2012, the Company filed claims in the SDFL Court against RIM claiming infringement of our U.S. patent number 6,260,168 related to Bluetooth technologies. A trial in this action is currently scheduled for November 11, 2013.

On December 24, 2009, a law firm filed a request for ex parte re-examination at the USPTO in respect of the 402 patent. WiLAN does not know the identity of the real party in interest who made this re-examination request. On April 10, 2012, the Company announced that all claims of the 402 patent had been upheld by the USPTO in this re-examination and that more than 30 additional claims had been added to the 402 patent by the USPTO as a result of this re-examination.

On November 14, 2012, Ericsson filed a request for ex parte re-examination at the USPTO with respect to our 326 patent. On February 7, 2013, the USPTO granted this re-examination request. The next step in this matter would typically be the issuance of an office action by the USPTO, to which we will respond in due course. We expect that this re-examination process to continue for approximately 18 to 24 months. The 326 patent remains valid and enforceable unless and until a final contrary determination has been made by the USPTO and all appeal rights have been exhausted.

On January 25, 2013, Research In Motion Corporation filed petitions for inter partes review at the USPTO with respect to each of our 369 patent and 088 patent. We expect each such inter partes review process to continue for approximately 12 to 24 months. Each such patent remains valid and enforceable unless and until a final contrary determination has been made by the USPTO and all appeal rights have been exhausted.

Research and development expense

	Year ended December 31, 2012			Year ended December 31, 2011
	$000’s			$000’s
Research expenses	$	3,072		$	3,091
Patent management	$	5,046		$	3,714
Depreciation		410			250
Stock-based compensation		359			737
	$	8,887		$	7,792
Percent of revenue		10	%		7	%
Increase from previous year		14	%

We designed, developed and sold or licensed a variety of advanced digital wireless technologies, systems and products since our inception in the early 1990s until 2006. Over the course of our history, one of our strengths has been our ability to explore emerging technologies, identify needs created by the development of advanced wireless systems and build technologies for those new requirements. Today, we are focusing our R&D efforts on advanced wireless technologies. These efforts have fostered inventions that form the basis of a number of new patent applications. The costs associated with these efforts, principally staff costs (including stock-based compensation) and certain external consultants, are classified as R&D. During the three months ended June 30, 2012, we undertook a review of our R&D program the result of which was to focus the R&D efforts specifically on generating patents in advanced wireless technologies but not the commercialization of these patented inventions and accordingly, reduced the staff from sixteen to seven. Research expense is predominately employee related costs and therefore any changes in spending will be a result of changes to future staffing levels.

  2012 Financial Results 13

We also consider the expenses related to the management of our patent portfolio as R&D costs because they directly relate to our most important asset, our patents. The management of our patent portfolio involves filing patent applications, prosecuting applications to obtain issued patents, documenting infringement, assessing validity of issued patents, conducting due diligence on patents and applications to be acquired and other general administrative tasks. Many of these costs are directly related to the size and breadth of our patent portfolio and, therefore, as we add patents, these costs would be expected to increase.

For the twelve months ended December 31, 2012, R&D expenses were $8,887 or 10% of revenue as compared to $7,792 or 7% of revenue for the twelve months ended December 31, 2011. The increase in spending for the twelve months ended December 31, 2012 is primarily attributable to an increase in patent management, principally patent application prosecution and maintenance costs as a result of the increased size and breadth of our patent portfolio.

Marketing, general and administration expense

	Year ended December 31, 2012			Year ended December 31, 2011
	$000’s			$000’s
Marketing, general and administration costs	$	9,565		$	8,362
Commission costs		—			1,631
Incentive buy-out		—			7,102
Asset write-off related to restructuring		209			—
Depreciation		489			456
Stock-based compensation		2,595			2,743
	$	12,858		$	20,294
Percent of revenue		15	%		19	%
Decrease from previous year		(37	%)

Marketing, general and administration (“MG&A”) expenses represent the cost of corporate services including facilities, executive management, finance, corporate legal, human resources, office administration, marketing and communications, information technology and all costs associated with being a public company. For the twelve months ended December 31, 2012, MG&A expenses amounted to $12,858 or 15% of revenues as compared to $20,294 or 19% of revenue. The decrease in spending for the twelve months ended December 31, 2012 is primarily attributable to a decrease in incentive buy-out and commission costs partially offset by an increase in staff costs. The incentive buy-out was a one-time payment to extinguish the Chief Executive Officer’s contracted right to 2% of gross revenues that had been earned, resulting from the amendment of his employment agreement.

MG&A costs will vary from period to period depending on activities and initiatives undertaken, and changes in staffing levels in any given period.

Realized foreign exchange gain/loss

	Year ended December 31, 2012			Year ended December 31, 2011
	$000’s			$000’s
Realized foreign exchange loss (gain)	$	22		$	(1,958	)
Percent of revenue		0	%		(2	%)
Decrease from previous year		NM	*

* NM – percentage is not meaningful as the change is too large

Our realized foreign exchange gain/loss is attributable to unhedged transactions denominated in currencies other than our functional currency, U.S. dollars. The realized foreign exchange gain/loss is a result of the change in exchange rates in effect when foreign denominated transactions are initially recorded and the corresponding settlement.

  2012 Financial Results 14

We cannot accurately predict foreign exchange movements and as such, cannot accurately predict future gains and losses related to unhedged transactions denominated in currencies other than U.S. dollars.

Unrealized foreign exchange gain/loss

	Year ended December 31, 2012			Year ended December 31, 2011
	$000’s			$000’s
Unrealized foreign exchange (gain) loss	$	(5,213	)	$	2,997
Percent of revenue		(6	%)		3	%
Increase from previous year		NM	*

* NM – percentage is not meaningful as the change is too large

The unrealized foreign exchange gain recognized in the twelve months ended December 31, 2012 resulted from the translation of monetary accounts denominated in Canadian dollars to U.S. dollars at December 31, 2012. The change from the same period last year is attributable to the increase in the value of Canadian dollar relative to the U.S. dollar, and the level of monetary accounts denominated in Canadian dollars.

We cannot accurately predict foreign exchange movements and as such, cannot accurately predict future gains and losses related to holding assets and liabilities denominated in currencies other than U.S. dollars.

Restructuring charges

During the three months ended June 30, 2012, we undertook a workforce reduction which was attributable to the change in focus in our R&D program, resulting in a restructuring charge of $418. The components of the charge included $300 for severance, benefits and other costs associated with the termination of the affected employees, and $118 for lease obligations. In addition, we wrote-off $209 of assets related to this workforce reduction which was included in marketing, general and administration expense.

The following table summarizes details of the restructuring charges and related reserves:

Description	Workforce Reduction			Lease Obligation			Total
Charges	$	300		$	118		$	418
Cash payments		(300	)		(21	)		(321	)
Balance of provision as at December 31, 2012	$	—		$	97		$	97

Investment income

Our recorded investment income for the twelve months ended December 31, 2012 was $1,277 as compared to $5,654 and twelve months ended December 31, 2011. Investment income includes interest earned on deposits and short-term investments, as well as, gains on equity holdings. For the twelve months ended December 31, 2012 and 2011, investment income included gains on equity holdings of nil and $3,733, respectively. The decrease in investment income for the twelve months ended December 31, 2012 is attributable to a decreased cash position. The decrease in the cash position is attributable to the repayment of the remaining aggregate principal amount of the outstanding Debentures and accrued and unpaid interest on January 31, 2012.

  2012 Financial Results 15

Debenture financing costs and Interest expense

	Year ended December 31, 2012			Year ended December 31, 2011
	$000’s			$000’s
Accretion of debt discount	$	(25,175	)	$	(41,737	)
Financing costs		(1,746	)		(4,195	)
Foreign exchange loss on debenture		(4,217	)		—
Extinguishment of conversion feature		—			66,679
	$	(31,138	)	$	20,747
Percent of revenue		(35	%)		20	%
Decrease from previous year		NM	*

* NM – percentage not meaningful as the change is too large

For the twelve months ended December 31, 2012, we recognized interest expense, in addition to the accretion noted above, of $1,126 based on the coupon rate of 6.0%. On January 31, 2012 we repaid in cash the remaining aggregate principal amount of the outstanding Debentures and accrued and unpaid interest and therefore there will be no further Debenture related expenses or costs.

Income taxes

	Year ended December 31, 2012			Year ended December 31, 2011
	$000’s			$000’s
Current income tax expense	$	3,480		$	3,275
Future income tax recovery		(4,583	)		(11,716	)
Net income tax expense (recovery)	$	(1,103	)	$	(8,441	)
Current income tax expense % of revenue		4.0	%		3.1	%

Income tax recovery for the twelve months ended December 31, 2012 was $1,103 as compared to an income tax recovery of $8,441 for the same period last year. The provision for income tax is recognized based on our management’s best estimate of the weighted average annual income tax rate expected for the full financial year. The estimated average annual rate used for the twelve months ended December 31, 2012 was approximately 26.5% and for the year ended December 31, 2011 was approximately 28%.

The decrease in the net income tax recovery is primarily attributable to the reversal of a valuation allowance against certain deferred taxes in the twelve months ended December 31, 2011. There is a valuation allowance of $7,626 as at December 31, 2012 (December 31, 2011 - $4,474). We will continue to evaluate our deferred income tax position quarterly and record any adjustment necessary in that period.

We claim R&D expenditures and related investment tax credits based on our interpretation of the applicable legislation in the Income Tax Act (Canada). These claims are subject to review by the Canada Revenue Agency. For the twelve months ended December 31, 2012, we recorded non-refundable investment tax credits earned of $128 as a deferred tax recovery.

The current income tax expense for the twelve months ended December 31, 2012 and 2011, consisted of foreign taxes withheld on royalty revenues received from licensees in foreign tax jurisdictions for which there is no treaty relief. Withholding tax expense for the twelve months ended December 31, 2012 and 2011 was 4.0% of revenue and 3.1% of revenue, respectively. The increase in withholding tax expense as a percentage of revenue is attributable to the increase in revenue from jurisdictions for which there is no tax treaty relief.

  2012 Financial Results 16

SELECTED CONSOLIDATED QUARTERLY RESULTS

(Unaudited)

Thousands of U.S. dollars except per share amounts	Three months ended December 31, 2012			Three months ended September 30, 2012		Three months ended June 30, 2012			Three months ended March 31, 2012
Revenues	$	21,183		$	21,293	$	20,791		$	24,693
Adjusted earnings	$	7,036		$	9,260	$	10,069		$	15,397
Adjusted earnings per share
Basic	$	0.06		$	0.08	$	0.08		$	0.13
Diluted	$	0.06		$	0.08	$	0.08		$	0.13
Net earnings (loss)	$	(2,119	)	$	2,159	$	(149	)	$	(14,411	)
Net earnings (loss) per share
Basic	$	(0.02	)	$	0.02	$	0.00		$	(0.12	)
Diluted	$	(0.02	)	$	0.02	$	0.00		$	(0.12	)
Weighted average number of common shares
Basic		121,429,318			121,225,793		121,338,319			121,816,678
Diluted		121,429,318			122,086,343		121,338,319			121,816,678

Thousands of U.S. dollars except per share amounts	Three months ended December 31, 2011			Three months ended September 30, 2011		Three months ended June 30, 2011		Three months ended March 31, 2011
Revenues	$	24,224		$	27,821	$	27,419	$	26,345
Adjusted earnings	$	17,890		$	22,769	$	20,442	$	10,420
Adjusted earnings per share
Basic	$	0.14		$	0.18	$	0.17	$	0.09
Diluted	$	0.14		$	0.18	$	0.16	$	0.09
Net earnings (loss)	$	(5,618	)	$	7,317	$	10,299	$	19,799
Net earnings (loss) per share
Basic	$	(0.05	)	$	0.06	$	0.08	$	0.17
Diluted	$	(0.05	)	$	0.06	$	0.08	$	0.17
Weighted average number of common shares
Basic		123,581,452			123,443,900		122,391,639		117,081,518
Diluted		123,581,452			125,618,973		124,821,577		119,875,722

Historically, our operating results have fluctuated on a quarterly basis and we expect that quarterly results will continue to fluctuate in the future. The operating results for interim periods should not be relied upon as an indication of the results to be expected or achieved in any future period or any fiscal year as a whole. The factors affecting our revenue and results, many of which are outside of our control, include the factors set out under the heading “Risks and Uncertainties” above which are discussed in greater detail under the heading “Risk Factors” in our AIF and, also include the following:

• competitive conditions in our industry, including strategic initiatives by us, our licensees or competitors, new products or services or the implementation and take-up of new standards, product or service announcements and changes in pricing policy by us or our licensees;

• market acceptance of our patented technologies;

• our ability to sign license agreements;

• decisions relating to our patents issued pursuant to litigation or administrative proceedings;

  2012 Financial Results 17

• the discretionary nature of purchase and budget cycles of our licensees’ customers and changes in their budgets for, and timing of, purchases;

• strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy;

• general weakening of the economy resulting in a decrease in the overall demand for products and services that infringe our patented technologies or otherwise affecting the capital investment levels of our current and prospective licensees;

• timing of product development and new product initiatives; and

• the length and variability of the licensing cycles for our patented technologies.

Because our quarterly revenue is dependent upon a relatively small number of transactions, even minor variations in the rate and timing of payment of royalties could cause us to plan or budget inaccurately, and those variations could adversely affect our operating results. Delays or reductions in the amounts of royalty payments would adversely affect our business, results of operations and financial condition.

CAPITAL AND LIQUIDITY

Cash and cash equivalents, and short-term investments amounted to $176,863 at December 31, 2012, representing a decrease of $256,847 from the $433,710 held at December 31, 2011. The decrease is primarily attributable to the repayment of the remaining aggregate principal amount of the outstanding Debentures and accrued and unpaid interest totaling $233,247, the acquisition of patents and other intangibles totaling $25,425, the repurchase of common shares under the 2011 NCIB and 2012 NCIB totaling $15,729, and the payment of dividends totaling $14,617, partially offset by $33,987 in cash generated from operations.

At December 31, 2012 we had working capital of $153,363, long-term success fee obligation of $10,900 and patent finance obligations of $2,670 which relates to deferred payment terms on patents we acquired during the three months ended March 31, 2011.

We have a revolving credit facility available in the amount of CDN$8,000 or the equivalent in U.S. dollars for general corporate purposes and a further CDN$2,000 for foreign exchange facility. Canadian dollar or U.S. dollar amounts advanced under this credit facility are payable on demand and bear interest at the bank’s Canadian prime rate plus 1.0% per annum or U.S. base rate plus 1.0% per annum. Borrowings under this facility are collateralized by a general security agreement over our cash and cash equivalents, receivables and present and future personal property. As at and during the twelve months ended December 31, 2012, we had no borrowings under this facility.

Under the 2011 NCIB which commenced on December 15, 2011 and completed on March 3, 2012, we repurchased 1,975,100 common shares during the three months ended March 31, 2012 for a total of $10,836.

On March 13, 2012, we received regulatory approval for the 2012 NCIB through the facilities of the TSX. Under the 2012 NCIB, we could purchase up to 9,500,000 common shares. The 2012 NCIB commenced on March 15, 2011 and was completed on December 13, 2012. We repurchased 950,000 common shares under the 2012 NCIB during the twelve months ended December 31, 2012 for a total of $4,893.

We plan to use our cash resources to fund our operations and any litigation that might be required, and to purchase additional high quality patent portfolios and patent licensing businesses that are identified and fit our value proposition and strategic objectives.

Our ability to generate cash from operations going forward is based on collecting royalties under our signed licenses and additional licensing of our patent portfolio to companies around the world. It is difficult to predict the timing and nature of future licenses.

We plan to finance our cash requirements for operating expenses, litigation costs and technology acquisitions by a combination of cash generated from licensing our patent portfolio and, if desirable based on market conditions, by selling common shares and debt securities to the public.

  2012 Financial Results 18

A summary of contractual obligations due by period for the next 5 years is noted below:

	Payments due by Period
Contractual Obligations	Total		Less than 1 Year		1-3 Years		4-5 Years		After 5 Years
Long term debt	$	—	$	—	$	—	$	—	$	—
Capital lease obligations		—		—		—		—		—
Operating leases		1,836		583		1,253
Purchase obligations		—		—		—		—		—
Other long term obligations		20,429		6,858		12,939		632		—
Total contractual obligations	$	22,265	$	7,441	$	14,192	$	632	$	—

OUTSTANDING COMMON SHARE DATA

We are authorized to issue an unlimited number of common shares, 6,350.9 special preferred, redeemable, retractable, non-voting shares and an unlimited number of preferred shares, issuable in series. As at December 31, 2012, there were 121,540,562 common shares and no special or preferred shares issued and outstanding. We also maintain a Share Option Plan, an Employee Share Purchase Plan and a Deferred Stock Unit Plan. Under all these plans, we can issue a maximum of 10% of our issued and outstanding common shares from time to time which was, as at December 31, 2012, 1,215,406 common shares combined. As at December 31, 2012, we had 8,185,949 options outstanding and 79,792 DSUs outstanding.

OFF-BALANCE SHEET ARRANGEMENTS

There are no off-balance sheet arrangements.

TRANSACTIONS WITH RELATED PARTIES

There were no transactions with related parties.

FOURTH QUARTER REVIEW

Results of Operations for the three months ended December 31, 2012 as compared to the three months ended December 31, 2011

Revenues

Revenues for the three months ended December 31, 2012 were $21,183, representing a decrease of $3,041 or 13%. The decrease in revenues is primarily attributable to the decrease of fixed payment amounts as a result of the significant license agreements signed during the twelve months ended December 31, 2011 for which certain agreements contained one-time lump sum payments and certain agreements contained fixed-payments which had higher front-end payments.

	Three months ended
	December 31, 2012			December 31, 2011
Revenues	$	21,183		$	24,224
Decrease from comparative period		(13	%)

2012 Financial Results 19

Revenue is comprised as follows:

	Three months ended
	December 31, 2012			December 31, 2011
Royalties		100	%		100	%
Brokerage		0	%		0	%
		100	%		100	%

Two licensees accounted for more than 10% of revenues from royalties for the three months ended December 31, 2012 and 2011. For the three months ended December 31, 2012, the top ten licensees accounted for 88% of revenues from royalties, whereas in the comparable period last year the top ten licensees accounted for 83% of revenues from royalties, respectively.

For the three months ended December 31, 2012 and 2011 there were no revenues from Brokerage.

Cost of Revenue

	Three months ended
	December 31, 2012			December 31, 2011
Patent licensing	$	1,028		$	861
Litigation		8,772			2,605
Success fee		—			27,986
Amortization of patents		6,531			6,287
Stock-based compensation		256			254
	$	16,587		$	37,993
Percent of revenue		78	%		157	%
Decrease from comparative period		(56	%)

Cost of revenue for the three months ended December 31, 2012 was $16,587 or 78% of revenues as compared to $37,993 or 157% of revenues. The decrease in expenses is primarily attributable to a decrease in the success fee, partially offset by an increase in litigation expenses.

Litigation expense was reclassified as cost of revenue for the three months ended December 31, 2012 and the comparative periods adjusted accordingly.

For the three months ended December 31, 2012, litigation expenses amounted to $8,772 as compared to $2,605 for the same period last year. The increase in litigation for the three months ended December 31, 2012 is attributable to an increase in the level of litigation activities in comparison to the same period last year. Litigation expenses are expected to vary from period to period due to the variability of litigation activities and are expected to increase significantly in fiscal 2013 given the level of litigation matters that are currently active.

During the three months ended December 31, 2012, we realized an increased level of litigation activities. The litigation activities are discussed in detail in the Results of Operations for the twelve months ended December 31, 2012 as compared to the twelve months ended December 31, 2011 in the discussion of Cost of Revenue.

During the three months ended December 31, 2012, we paid McKools $1,330 based on proceeds collected during the three months ended September 30, 2012.

2012 Financial Results 20

Research and development expense

	Three months ended
	December 31, 2012			December 31, 2011
Research expense	$	487		$	1,166
Patent management	$	1,748		$	1,000
Depreciation		90			96
Stock-based compensation		(62	)		261
	$	2,263		$	2,523
Percent of revenue		11	%		10	%
Decrease from comparative period		(10	%)

For the three months ended December 31, 2012, R&D expenses were $2,263 or 11% of revenue as compared to $2,523 or 10% of revenue for the three months ended December 31, 2011. The decrease in spending for the three months ended December 31, 2012 is primarily attributable to a decrease in staff cost as a result of the reduction in staffing levels partially offset by an increase in patent management, primarilly patent application prosecution and maintenance costs as a result of the increased size and breadth of our patent portfolio.

Marketing, general and administration expense

	Three months ended
	December 31, 2012			December 31, 2011
Marketing, general and administrative costs	$	2,209		$	2,321
Incentive buy-out		—			7,104
Depreciation		114			132
Stock-based compensation		744			669
	$	3,067		$	10,226
Percent of revenue		14	%		42	%
Decrease from comparative period		(70	%)

For the three months ended December 31, 2012, MG&A expenses amounted to $3,067 or 14% of revenues as compared to $10,226 or 42% of revenue. The decrease in spending for the three months ended December 31, 2012 is primarily attributable to a decrease in incentive buy-out costs. The incentive buy-out was a one-time payment to extinguish the Chief Executive Officer’s contracted right to 2% of gross revenues that had been earned, resulting from the amendment of his employment agreement.

Realized foreign exchange gain/loss

	Three months ended
	December 31, 2012			December 31, 2011
Realized foreign exchange loss (gain)	$	114		$	(656	)
Percent of revenue		1	%		(3	%)
Decrease from comparative period		(117	%)

Our realized foreign exchange gain/loss is attributable to unhedged transactions denominated in currencies other than our functional currency, U.S. dollars. The realized foreign exchange gain/loss is a result of the change in exchange rates in effect when foreign denominated transactions are initially recorded and the corresponding settlement.

We cannot accurately predict foreign exchange movements and as such, cannot accurately predict future gains and losses

2012 Financial Results 21

related to unhedged transactions denominated in currencies other than U.S. dollars.

Unrealized foreign exchange gain/loss

	Three months ended
	December 31, 2012			December 31, 2011
Unrealized foreign exchange loss (gain)	$	247		$	(6,833	)
Percent of revenue		1	%		(28	%)
Decrease from comparative period		(104	%)

The unrealized foreign exchange loss recognized in the three months ended December 31, 2012 resulted from the translation of monetary accounts denominated in Canadian dollars to U.S. dollars at December 31, 2012. The change from the same period last year is attributable to a decrease in the value of Canadian dollar relative to the U.S. dollar, and a decrease in the level of monetary accounts denominated in Canadian dollars.

We cannot accurately predict foreign exchange movements and as such, cannot accurately predict future gains and losses related to holding assets and liabilities denominated in currencies other than U.S. dollars.

Investment income

Our recorded investment income for the three months ended December 31, 2012 was $212 as compared to $2,626 for the three months ended December 31, 2011. Investment income includes interest earned on deposits and short-term investments, as well as, gains on equity holdings. For the three months ended December 31, 2012 and 2011, investment income included gains on equity holdings of nil and $1,658, respectively. The decrease in investment income for the three months ended December 31, 2012 is attributable to decreased cash position and equity holdings. The decrease in the cash position is attributable to the repayment of the remaining aggregate principal amount of the outstanding Debentures and accrued and unpaid interest on January 31, 2012.

Debenture financing costs

Debenture financing costs for the three months ended December 31, 2012 were nil as on January 31, 2012 the remaining aggregate principal amount of the outstanding Debentures and accrued and unpaid interest was repaid in cash and therefore there was no further Debenture related expenses or costs.

	Three months ended
	December 31, 2012			December 31, 2011
Accretion of debt discount	$	—		$	41,200
Extinguishment of conversion feature		—			(58,149	)
Amortization of financing costs		—			546
	$	—		$	(16,403	)
Percent of revenue		0	%		(68	%)
Increase from comparative period		NM	*

* NM – percentage is not meaningful as the change is too large

2012 Financial Results 22

Income taxes

	Three months ended
	December 31, 2012			December 31, 2011
Current income tax expense	$	420		$	643
Future income tax expense (recovery)		695			(234	)
Net income tax expense	$	1,115		$	409
Current income tax expense % of revenue		2.0	%		2.7	%

Income tax expense for the three months ended December 31, 2012 was $1,115 as compared to $409 for the same period last year. The provision for income tax is recognized based on our management’s best estimate of the weighted average annual income tax rate expected for the full financial year. The estimated average annual rate used for the three months ended December 31, 2012 was approximately 26.5% and for the three months ended December 31, 2011 was approximately 28%.

We assess the probability that deferred income tax assets will be recovered from future taxable income, and whether a valuation allowance is required to reflect any uncertainty. There is a valuation allowance of $7,626 as at December 31, 2012 (December 31, 2011 – $4,474). We will continue to evaluate our deferred income tax position quarterly and record any adjustment necessary in that period.

We claim R&D expenditures and related investment tax credits based on our interpretation of the applicable legislation in the Income Tax Act (Canada). These claims are subject to review by the Canada Revenue Agency. For the three months ended December 31, 2012, we recorded non-refundable investment tax credits earned of $67 as a deferred tax recovery.

The current income tax expense for the three months ended December 31, 2012 and 2011, consisted of foreign taxes withheld on royalty revenues received from licensees in foreign tax jurisdictions for which there is no treaty relief. Withholding tax expense for the three months ended December 31, 2012 was 2.0% of revenue as compared to 2.7% of revenues for the same period last year. The decrease in withholding tax expense as a percentage of revenue is attributable to the decrease in revenue from jurisdictions for which there is no tax treaty relief.

PROPOSED TRANSACTIONS

There are no proposed transactions.

CRITICAL ACCOUNTING POLICIES, INCLUDING INITIAL ADOPTION OF POLICIES, AND CRITICAL ESTIMATES

Our management is required to make judgments, assumptions and estimates in applying our accounting policies and practices which have a significant impact on our financial results. The following outlines the accounting policies and practices involving the use of professional judgment and estimates that are critical to determining our financial results.

Revenue recognition

Our revenue consists principally of royalty revenue from licensing its own patent portfolio and brokerage revenue. We also generate royalty revenue from licensing patent portfolios on behalf of third-party patent holders. We consider revenue to be earned when we have persuasive evidence of an arrangement, the obligation has been fulfilled in accordance with the terms of the licensing agreement, including delivery and acceptance, and collection is reasonably assured. We defer recognizing revenue until such time as all criteria are met. Determination of whether or not these criteria have been met may require us to make judgments, assumptions and estimates based upon current information and historical experience.

Our royalty revenues consist of fixed fee and running royalty payments. Royalties from fixed fee royalty arrangements may consist of one or more installments of cash or in-kind property, such as patents. Royalties from running royalty arrangements can be

2012 Financial Results 23

based on either a percentage of sales or number of units sold for which we earn royalties at the time the licensees’ sales occur. The licensees are obligated to provide us with quarterly or semi-annual royalty reports. We recognize revenue from these arrangements as amounts became due and collection is reasonably assured.

As part of our licensing agreements with third parties, we are able to recover certain out-of-pocket expenses and legal costs. These amounts are included in revenue in the period which the aforementioned revenue criteria is met and the amounts become reimbursable.

Our brokerage revenue consists of the sale of patents from within our portfolio and we recognize revenue when it is earned. We consider brokerage revenue to be earned when we have persuasive evidence of an arrangement, the obligation has been fulfilled in accordance with the terms of the agreement, including delivery and acceptance and collection is reasonably assured.

Revenue arrangements with extended payment terms, where fees are fixed in one or more installments of cash and which contain terms that could impact the amounts ultimately collected, are generally recognized as collection becomes reasonably assured.

Share-Based Payments

We have a Share Option Plan for our employees, officers, directors and consultants that we record at fair value. The fair value of our options is determined using the Black-Scholes option pricing model and judgments to estimate the term of our options, the volatility of our common shares and future dividends. In addition, judgment is required in estimating the amount of option awards that are expected to be forfeited. If actual results differ significantly from these estimates, stock-based compensation expense and our operating results could be materially impacted.

Investment Tax Credits

At December 31, 2012, we have approximately $6,159 (December 31, 2011 – $6,221) of non-refundable investment tax credits carried forward, relating primarily to past R&D. These credits can be applied against future income taxes payable and are subject to a 20 year carry-forward period. Judgment is required in determining the amount of unutilized investment tax credits to record as an asset. In assessing the potential utilization of investment tax credits, we have considered whether it is more likely than not that some portion or all of the unutilized investment tax credits will be realized based upon estimates of our anticipated income tax position in future periods. We will continue to evaluate our future income tax position quarterly and record any adjustment necessary in that period.

Valuation of Deferred Income Tax Assets and Future Income Tax Expense/Recovery

As at December 31, 2012, we had accumulated $20,198 of unused R&D expenditures for income tax purposes. These deductions are available without expiry to reduce future year’s taxable income. We also had approximately $90,979 of temporary differences and tax losses available for carry forward. As a result, as of December 31, 2012, we have a deferred income tax asset of $28,442 of which $20,817 has been booked. Judgment is required in determining the amounts of deferred income tax assets and liabilities and the related valuation allowance recorded against the net deferred income tax assets. In assessing the potential realization of deferred income tax assets, we have considered whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Our management assesses the probability that deferred income tax assets will be recovered from future taxable income, and whether a valuation allowance is required to reflect any uncertainty at each reporting period. We estimate when deferred income tax assets will be realized and classify them as current and long term accordingly. We will continue to evaluate our deferred income tax position quarterly and record any adjustment necessary in that period. As at December 31, 2012, we had a valuation allowance of $7,626 (December 31, 2011 – $4,474).

Current Income Tax Expense

On an ongoing basis, our management reviews the estimated current tax position and the use of accumulated tax deductions. Based on this review, we recognized a current income tax expense of $3,480 twelve months ended December 31, 2012, consisting of foreign taxes withheld on royalty revenues received from licensees in foreign tax jurisdictions for which there is no treaty relief.

2012 Financial Results 24

Patents and Other Intangibles

We have acquired patents, license agreements and other intangible assets directly, through business acquisitions or as full or partial payments for licensing fees. In determining the fair value of these patents and other intangibles, we make estimates and judgments about the future income-producing capabilities of these assets and related future cash flows. We also make estimates about the useful lives of these assets based on assessment of the legal and economic lives of the patents and potential future licensing revenues achievable from our patent portfolio. Our patent portfolio as at December 31, 2012 is being amortized on a straight-line basis over the remaining useful lives of the patents which range from approximately one to twelve years. If our basis for assessing the useful lives of the intangibles and potential future licensing revenues achievable from our patent portfolio is adversely affected by future events or circumstances, we will record write-downs of patents, write-down of other intangible assets, or changes in the estimated useful lives of these assets, which would result in changes to amortization expense in the future. Such changes would not affect cash flows.

The carrying value of patents and other intangibles is reviewed for impairment when events or circumstances indicate that the carrying amount may not be recoverable. Impairments are determined by comparing the carrying value to the estimated undiscounted future cash flows to be generated by those assets. If this assessment indicates that the carrying value of the patents and other intangibles is not recoverable, the carrying value is then compared with the estimated fair value of the assets, and the carrying value is written down to the estimated fair value. We have determined that there were no indications of possible impairment during the twelve months ended December 31, 2012.

Goodwill

Goodwill is subject to annual impairment tests or on a more frequent basis if events or conditions indicate that goodwill may be impaired. We will also test goodwill for impairment more frequently if events or circumstances warrant.

As a whole, we are considered one reporting unit. We estimate the value of our reporting unit based on market capitalization. If we determine that our carrying value exceeds our fair value, we would conduct the second step of the goodwill impairment test which compares the implied fair value of the goodwill (determined as the excess fair value over the fair value assigned to our other assets and liabilities) to the carrying amount of goodwill.

We have determined there were no indications of possible impairment during the twelve months ended December 31, 2012.

Estimation uncertainty

Critical accounting policies and estimates utilized in the normal course of preparing our consolidated financial statements require the determination of future cash flows utilized in assessing net recoverable amounts and net realizable values, amortization, allowance for bad debt, legal contingency estimate, useful lives of property, equipment and intangible assets, valuation of intangibles, valuation of debt securities, and measurement of deferred taxes. In making estimates, management relies on external information and observable conditions where possible, supplemented by internal analysis where required.

These estimates have been applied in a manner consistent with that in the prior periods and there are no known trends, commitments, events or uncertainties that we believe will materially affect the methodology or assumptions utilized in these consolidated financial statements. The estimates are impacted by many factors, some of which are highly uncertain. The interrelated nature of these factors prevents us from quantifying the overall impact of these movements on our financial statements in a meaningful way. These sources of estimation uncertainty relate in varying degrees to virtually all asset and liability account balances.

Critical accounting estimates are defined as estimates that are very important to the portrayal of our financial position and operating results and require management to make judgments based on underlying assumptions about future events and their effects.

These underlying assumptions are based on historical experience and other factors that we believe to be reasonable under the circumstances and are subject to change as events occur, as additional information is obtained and as the environment in which we operate changes.

Critical accounting estimates and accounting policies are reviewed annually or more often if needed, by the Audit Committee.

2012 Financial Results 25

DISCLOSURE CONTROLS AND PROCEDURES

In conformance with National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian Securities Administrators, we have filed certificates signed by our Chief Executive Officer and Chief Financial Officer that, among other things, deal with the matter of disclosure controls and procedures.

Our management has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2012, and based on our evaluation has concluded that these are effective.

The evaluation took into consideration our corporate disclosure policy and the functioning of our executive officers, Board and Board Committees. In addition, our evaluation covered our processes, systems and capabilities relating to regulatory filings, public disclosures and the identification and communication of material information.

Critical accounting estimates are defined as estimates that are very important to the portrayal of our financial position and operating results and require management to make judgments based on underlying assumptions about future events and their effects.

These underlying assumptions are based on historical experience and other factors that we believe to be reasonable under the circumstances and are subject to change as events occur, as additional information is obtained and as the environment in which we operate changes.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and our Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Because of its inherent limitations, however, internal control over financial reporting may not prevent or detect misstatements on a timely basis.

Our management evaluated, under the supervision of the Chief Executive Officer and Chief Financial Officer, the effectiveness of our internal control over financial reporting as at December 31, 2012. We based our evaluation on criteria established in “Internal Control over Financial Reporting – Guidance for Smaller Public Companies” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and, based on that evaluation, we have concluded that, as of December 31, 2012, our internal control over financial reporting is effective.

No Attestation Report of the Registered Public Accounting Firm

Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to an exemption for emerging growth companies under the Jumpstart Our Business Startups Act.

We shall continue to be deemed an emerging growth company until the earliest of:

(a) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;

(b) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective IPO registration statement which for WiLAN would be February 7, 2017;

(c) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or

(d) the date on which such issuer is deemed to be a large accelerated filer.

As an emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley and in particular exempt from the requirement that the registered accounting firm attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.

2012 Financial Results 26

CHANGES IN INTERNAL CONTROLS

There have been no changes in our “internal control over financial reporting” that occurred during the twelve months ended December 31, 2012 which have materially affected or are reasonably likely to materially affect the internal control over financial reporting.

2012 Financial Results 27

EX-99.3

Exhibit 99.3

Wi-LAN Inc.

2012 Audited Consolidated

Financial Results

INDEPENDENT AUDITOR’S REPORT

To the Shareholders of Wi-LAN Inc.

We have audited the accompanying consolidated financial statements of Wi-LAN Inc., which comprise the consolidated balance sheets as at December 31, 2012 and 2011 and the consolidated statements of operations, shareholders’ equity and cash flows for the years then ended, and the related notes.

Management’s responsibility for the consolidated financial statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with generally accepted accounting principles in the United States of America and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Wi-LAN Inc., as at December 31, 2012 and 2011 and its results of operations and cash flows for the years then ended in accordance with generally accepted accounting principles in the United States of America.

Chartered Accountants, Licensed Public Accountants

March 7, 2013

Ottawa, Ontario

2012 Financial Results 2

Wi-LAN Inc.

Consolidated Statements of Operations

(in thousands of United States dollars, except share and per share amounts)

	Twelve months ended December 31, 2012			Twelve months ended December 31, 2011
Revenue
Royalties	$	87,960		$	104,813
Brokerage		—			996
Total Revenue	$	87,960		$	105,809
Operating expenses
Cost of revenue		55,503			72,467
Research and development		8,887			7,792
Marketing, general and administration		12,858			20,294
Realized foreign exchange (gain) loss		22			(1,958	)
Unrealized foreign exchange (gain) loss		(5,213	)		2,997
Transaction costs		—			3,044
Restructuring charges (Note 14)		418			—
Total operating expenses		72,475			104,636
Earnings from operations		15,485			1,173
Investment income		1,277			5,654
Interest expense		(1,247	)		(4,218	)
Debenture financing, net (Note 9)		(31,138	)		20,747
Earnings (loss) before income taxes		(15,623	)		23,356
Provision for (recovery of) income tax expense (Note 3)
Current		3,480			3,275
Deferred		(4,583	)		(11,716	)
		(1,103	)		(8,441	)
Net earnings (loss)		(14,520	)		31,797
Other comprehensive income
Cumulative translation adjustment		—			(9,830	)
Comprehensive income (loss)	$	(14,520	)	$	21,967
Earnings (loss) per share (Note 11(g))
Basic	$	(0.12	)	$	0.26
Diluted	$	(0.12	)	$	0.25
Weighted average number of common shares
Basic		121,451,967			122,741,326
Diluted		121,451,967			124,999,644

See accompanying notes to consolidated financial statements

2012 Financial Results 3

Wi-LAN Inc.

Consolidated Balance Sheets

(in thousands of United States dollars)

As at	December 31, 2012			December 31, 2011
Current assets
Cash and cash equivalents	$	175,246		$	432,186
Short-term investments		1,617			1,524
Accounts receivable (Note 12)		1,139			2,153
Prepaid expenses and deposits		314			290
Deferred financing costs		—			1,716
		178,316			437,869
Loan receivable (Note 4)		911			—
Furniture and equipment, net (Note 5)		1,272			1,769
Patents and other intangibles, net (Note 6)		116,846			118,645
Deferred tax asset (Note 3)		20,817			18,086
Goodwill		12,623			12,623
	$	330,785		$	588,992
Current liabilities
Accounts payable and accrued liabilities (Note 10)	$	22,406		$	22,169
Due to related party (Note 10)		—			7,102
Current portion of patent finance obligation (Note 8)		2,547			2,458
Deferred tax liability (Note 3)		—			1,851
Debentures (Note 9)		—			203,855
		24,953			237,435
Patent finance obligation (Note 8)		2,670			5,189
Success fee obligation (Note 10)		10,900			15,212
		38,523			257,836
Commitments and contingencies (Note 13)
Shareholders’ equity
Capital stock (Note 11(c))		431,067			436,606
Additional paid-in capital (Note 11(d))		11,074			14,061
Accumulated other comprehensive income		16,225			16,225
Deficit		(166,104	)		(135,736	)
		292,262			331,156
	$	330,785		$	588,992

See accompanying notes to the consolidated financial statements

On behalf of the Board:

Richard Shorkey	William Jenkins
Director	Director

2012 Financial Results 4

Wi-LAN Inc.

Consolidated Statements of Cash Flow

(in thousands of United States dollars)

	Twelve months ended December 31, 2012			Twelve months ended December  31, 2011
Cash generated from (used in)
Operations
Net earnings (loss)	$	(14,520	)	$	31,797
Non-cash items
Stock-based compensation		3,894			4,228
Depreciation and amortization		25,693			22,785
Extinguishment of conversion feature		—			(66,679	)
Foreign exchange loss		7,910			5,796
Deferred financing costs		1,746			4,195
Accretion of debt discount		25,175			41,737
Discount on loan receivable		121			—
Disposal of patents		—			704
Deferred income tax recovery		(4,583	)		(11,716	)
Accrued interest (income) expense		(32	)		4,218
Long term portion of success fee		—			15,212
		45,404			52,277
Change in non-cash working capital balances
Accounts receivable		1,014			85
Prepaid expenses and deposits		(475	)		(77	)
Payments associated with success fee obligation		(12,685	)		—
Accounts payable and accrued liabilities		7,831			15,785
Due to related party		(7,102	)		—
Cash generated from operations		33,987			68,070
Financing
Proceeds on sale of common shares, net		—			71,992
Dividends paid		(14,617	)		(10,668	)
Proceeds from issuance (repayment) of convertible debentures		(233,247	)		226,749
Debentures repurchased under normal course issuer bid		—			(1,535	)
Common shares repurchased under normal course issuer bid		(15,729	)		(2,871	)
Common shares issued for cash on the exercise of options		3,078			6,086
Common shares issued for cash from Employee Share Purchase Plan		231			182
Cash (used in) generated from financing		(260,284	)		289,935
Investing
Sale (purchase) of short-term investments		(93	)		25,473
Loan receivable		(1,000	)		—
Purchase of furniture and equipment		(403	)		(1,907	)
Purchase of patents and other intangibles		(25,425	)		(19,753	)
Cash (used in) generated from investing		(26,921	)		3,813
Foreign exchange gain (loss) on cash held in foreign currency		(3,722	)		(12,268	)
Net cash and cash equivalents (used in) generated in the period		(256,940	)		349,550
Cash and cash equivalents, beginning of period		432,186			82,636
Cash and cash equivalents, end of period	$	175,246		$	432,186

See accompanying notes to consolidated financial statements

2012 Financial Results 5

Wi-LAN Inc.

Consolidated Statement of Shareholders’ Equity

(in thousands of United States dollars)

	Capital Stock			Additional Paid- in Capital			Accumulated Other Comprehensive Income			Deficit			Total Equity
Balance – December 31, 2010	$	355,709		$	13,786		$	26,055		$	(155,137	)	$	240,413
Comprehensive earnings:
Net earnings		—			—			—			31,797			31,797
Net impact of change in functional currency on non monetary items		—			—			(9,830	)		—			(9,830	)
Shares issued:
Stock-based compensation expense (Note 11 (d))		—			4,228			—			—			4,228
Exercise of stock options (Note 11(c))		9,181			(3,095	)		—			—			6,086
Sale of shares under Employee Share Purchase Plan (Note 11(c))		182			—			—			—			182
January 2011 Short Form Prospectus, net of issuance costs (Note 11(c))		71,992			—			—			—			71,992
Tax benefit related to share issuance costs		1,410			—			—			—			1,410
Expense related to RSUs issued on surrender of options		—			145			—			—			145
Shares repurchased under normal course issuer bid(Note 11(c))		(1,868	)		(1,003	)		—			—			(2,871	)
Dividends declared (Note 11(c))		—			—			—			(12,396	)		(12,396	)
Balance – December 31, 2011		436,606			14,061			16,225			(135,736	)		331,156
Comprehensive loss:
Net loss		—			—			—			(14,520	)		(14,520	)
Shares issued:
Stock-based compensation expense (Note 11(d))		—			3,894			—			—			3,894
Exercise of stock options (Note 11(c))		4,592			(1,514	)		—			—			3,078
Sale of shares under Employee Share Purchase Plan (Note 11(c))		231			—			—			—			231
Shares repurchased under normal course issuer bid (Note 11(c))		(10,362	)		(5,367	)		—			—			(15,729	)
Dividends declared (Note 11(c))		—			—			—			(15,848	)		(15,848	)
Balance – December 31, 2012	$	431,067		$	11,074		$	16,225		$	(166,104	)	$	292,262

See accompanying notes to the consolidated financial statements

2011 Financial Results 6

Wi-LAN Inc.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2012 and 2011

(in thousands of United States dollars, except share and per share amounts, unless otherwise stated)

1. NATURE OF BUSINESS

Wi-LAN Inc. (“WiLAN” or the “Company”) is an intellectual property licensing company which develops, acquires, and licenses and otherwise enforces a range of patented technologies which are utilized in products in the communications and consumer electronics markets. The Company generates revenue by licensing its patents to companies that sell products utilizing technologies including: Wi-Fi, WiMAX, LTE, CDMA, DSL, DOCSIS, Bluetooth and V-Chip. The Company also generates revenue by licensing patent portfolios on behalf of third-party patent holders and, if necessary, the enforcement of their patented technologies.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with the generally accepted accounting principles in the United States of America (“U.S. GAAP”). The consolidated financial statements of WiLAN include the accounts of WiLAN and its wholly owned subsidiaries. All inter-company transactions and balances have been eliminated in the consolidated financial statements.

Effective January 1, 2011, the Company determined that its functional currency had changed from the Canadian dollar to the U.S. dollar. Concurrent with this change in functional currency, the Company adopted the U.S. dollar as its reporting currency. The change in functional currency on January 1, 2011, resulted in a reduction in the net book value of the Company’s non-current assets of $12,940 (net of the deferred tax impact of $3,110) which has been applied to the Company’s Cumulative Translation Adjustment within Accumulated Other Comprehensive Income.

Litigation expense, which had previously been classified as marketing, general and administration, is now classified as cost of revenue and the prior year comparatives have been adjusted accordingly to conform to the current year’s presentation.

The significant accounting policies are summarized below:

Estimates and Assumptions

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the years. Actual results could differ from those estimates.

Revenue Recognition

The Company’s revenue consists principally of royalty revenue from licensing its own patent portfolio and brokerage revenue. The Company also generates royalty revenue from licensing patent portfolios on behalf of third-party patent holders. The Company considers revenue to be earned when it has persuasive evidence of an arrangement, the obligation has been fulfilled in accordance with the terms of the licensing agreement, including delivery and acceptance, and collection is reasonably assured. The Company defers recognizing revenue until such time as all criteria are met. Determination of whether or not these criteria have been met may require the Company to make judgments, assumptions and estimates based upon current information and historical experience.

The Company’s royalty revenues consist of fixed fee and running royalty payments. Royalties from fixed fee royalty arrangements may consist of one or more installments of cash or in-kind property, such as patents. Royalties from running royalty arrangements can be based on either a percentage of sales or number of units sold for which the Company earns royalties at the time the licensees’ sales occur. The licensees are obligated to provide the Company with

2012 Financial Results 7

Wi-LAN Inc.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2012 and 2011

(in thousands of United States dollars, except share and per share amounts, unless otherwise stated)

quarterly or semi-annual royalty reports and these reports are typically received subsequent to the period in which the licensees underlying sales occurred. The Company recognizes revenue from these arrangements as amounts become due and collection is reasonably assured.

As part of the licensing agreements with third parties, the Company is able to recover certain out-of-pocket expenses and legal costs. These amounts are included in revenue in the period which the aforementioned revenue criteria is met and the amounts become reimbursable.

The Company’s brokerage revenue consists of the sale of patents from within its portfolio and recognizes revenue when it is earned. The Company considers brokerage revenue to be earned when it has persuasive evidence of an arrangement, the obligation has been fulfilled in accordance with the terms of the agreement, including delivery and acceptance and collection is reasonably assured.

Revenue arrangements with extended payment terms, where fees are fixed in one or more installments of cash and which contain terms that could impact the amounts ultimately collected, are generally recognized as collection becomes assured.

Stock-based Compensation

The Company has a share option plan (“Option Plan”) for certain employees, directors and consultants. The Company accounts for stock options using the fair value method. Compensation expense is measured at the estimated fair value of the options at the date of grant and charged to earnings on a straight-line basis over the vesting periods. The amount expensed is credited to additional paid-in capital in the period. Upon the exercise of stock options, cash received is credited to share capital together with any amount previously credited to additional paid-in capital related to the options exercised.

Deferred Stock Units (“DSUs”)

The Company has a DSU plan for certain employees and directors. The DSUs vest immediately and the Company has the right to settle the DSUs in either cash or by the issuance of common shares. The liability for outstanding units and related expense for the DSUs are adjusted to reflect the market value of the common shares at each balance sheet date.

Restricted Share Units (“RSUs”)

The Company has a RSU plan for certain employees and directors. Under the RSU plan, units are settled in cash based on the market value of WiLAN’s common shares on dates the RSUs vest. The accrued liability and related expense for the RSUs are adjusted to reflect the market value of the common shares at each balance sheet date.

Income Taxes

The Company uses the liability method of accounting for income taxes. Deferred income tax assets and liabilities are determined based on the difference between the accounting and tax bases of the assets and liabilities and measured using the substantively enacted tax rates that are expected to be in effect when the differences are estimated to be reversed. In assessing the realizability of deferred income tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The realization of deferred income tax assets is dependent upon the generation of sufficient future taxable income during the periods prior to the expiration of the associated tax attributes.

Cost of Revenue

Costs incurred in cost of revenue, which includes patent licensing expenses, royalty obligations, cost of patents sold through brokerage activities, staff costs (including stock-based compensation) and other costs incurred in conducting license negotiations as well as litigation and amortization expense related to acquired patents, are expensed as incurred.

2012 Financial Results	8

Wi-LAN Inc.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2012 and 2011

(in thousands of United States dollars, except share and per share amounts, unless otherwise stated)

Research and Development (“R&D”)

Costs incurred in R&D, which include engineering expenses, such as staff costs (including stock-based compensation) and certain external consultants related to the development efforts, as well as, the expenses related to the management of the patent portfolio, are expensed as incurred.

Marketing, General, and Administration (“MG&A”)

Costs incurred in MG&A, represent the cost of corporate services including facilities, executive management, finance, corporate legal, human resources, office administration, marketing and communications, information technology and all costs associated with being a public company, are expensed as incurred.

Computation of Earnings (Loss) Per Share

Basic earnings/loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted earnings/loss per share is computed using the treasury stock method.

Foreign Currency Translation

The Company’s functional currency is U.S. dollars; monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars at exchange rates prevailing at the balance sheet date.

The Company enters into forward foreign exchange contracts, from time to time, to manage its exposure to currency rate fluctuations related primarily to future cash inflows and outflows of Canadian dollars. The Company does not hold or issue derivative financial instruments for trading or speculative purposes and it has chosen not to designate them as hedges. Therefore these contracts must be designated as “held for trading” on the balance sheet and fair valued each quarter. The resulting gain or loss on the valuation of these financial instruments is included in net earnings/loss.

Cash and Cash Equivalents

Cash and cash equivalents comprise cash in bank accounts, term deposits and Guaranteed Investment Certificates (“GICs”) with maturities of three months or less at the date of the investment.

Short-term Investments

Short-term investments are designated as “held to maturity” and accounted for at amortized cost using the effective interest rate method. Short-term investments comprise GICs with maturities of one year or less at the date of investment and their carrying value approximates their fair value.

Loan Receivable

Loan receivable is accounted for at amortized cost using the effective interest rate method.

Furniture and Equipment

Furniture and equipment are carried at cost less accumulated depreciation. Depreciation is calculated on the straight-line basis over the estimated useful lives of the assets as follows:

Leasehold improvements	term of the lease
Computer equipment and software	3 years
Furniture and equipment	5 years

2012 Financial Results	9

Wi-LAN Inc.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2012 and 2011

(in thousands of United States dollars, except share and per share amounts, unless otherwise stated)

Patents and Other Intangibles

Patents and other intangibles are carried at cost less accumulated amortization. Amortization is calculated on the straight-line basis over the estimated useful life or the remaining term of the patent (up to 20 years), whichever is less. The carrying value of patents and other intangibles is reviewed for impairment when events or circumstances indicate that the carrying amount may not be recoverable. The need for impairment is assessed by comparing the carrying value to the estimated undiscounted future cash flows to be generated by those assets. If this assessment indicates that the carrying value of the patents and other intangibles is not recoverable, the carrying value is then compared with the estimated fair value of the assets and the carrying value is written down to the estimated fair value.

Goodwill

Goodwill is recorded as at the date of the business combination and represents the excess of the purchase price of acquired businesses over the fair value assigned to identifiable assets acquired and liabilities assumed. Goodwill is not amortized, but is tested for impairment annually or more frequently if events or changes in circumstances indicate the asset might be impaired.

The impairment test is carried out in two steps. In the first step, the carrying value of the reporting unit including goodwill is compared with its fair value. When the fair value of a reporting unit exceeds its carrying value, goodwill of the reporting unit is considered not to be impaired and the second step is unnecessary. The Company has one reporting unit.

In the event the fair value of the reporting unit, including goodwill, is less than the carrying value, the implied fair value of the reporting unit’s goodwill is compared with its carrying value to measure the amount of any impairment loss. When the carrying value of goodwill in the reporting unit exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess.

Business Segment Information

The Company has one operating segment; Intellectual Property. The Company generates the majority of its revenues in U.S. dollars from several geographic regions; however it has allocated its revenues to the location in which the license originated. All licenses are issued in Canada and therefore all revenues are attributed to Canada.

Adoption of accounting pronouncements

In May 2011, the FASB issued ASU No. 2011-04 (Topic 820) to amend fair value measurement and disclosure requirements to achieve common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards. The Company adopted this guidance in the first quarter of 2012 and the adoption did not have a material impact on the Company’s consolidated financial statements.

In September 2011, the FASB issued ASU No. 2011-08 (Topic 350) to amend the test for goodwill impairment and permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as the basis for determining whether it is necessary to perform the two-step goodwill impairment test. The Company adopted this guidance in the first quarter of 2012 and the adoption did not have a material impact on the Company’s consolidated financial statements.

2012 Financial Results	10

Wi-LAN Inc.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2012 and 2011

(in thousands of United States dollars, except share and per share amounts, unless otherwise stated)

3. TAXES

The reconciliation of the expected provision for income tax recovery/expense to the actual provision for income tax recovery/expense reported in the consolidated statements of operations is as follows:

	2,012			2,011
Earnings (loss) before income taxes	$	(15,623	)	$	23,356
Expected income tax expense (recovery) at Canadian statutory income tax rate of 26.5% (2011 – 28.25%)		(4,141	)		6,598
Permanent differences		1,040			811
Effect of change in future expected tax rates		(1,199	)		(1,287	)
Effect of change to U.S. GAAP and functional currency		—			(4,685	)
Reversal of previously recognized foreign tax credits		(84	)		—
Foreign withholding taxes paid		129			264
Increase (decrease) in valuation allowance		3,152			(10,142	)
Provision for income tax (recovery) expense	$	(1,103	)	$	(8,441	)

During the years ended December 31, 2012 and 2011, the reported income before income taxes includes foreign losses of $2,907 and $2,370, respectively.

The significant components of the Company’s future income tax assets and liabilities are as follows:

	2012			2011
Tax loss carryforwards	$	20,481		$	15,102
Scientific research and experimental development (“SR&ED”) carryforwards		5,352			4,959
Harmonization asset		677			617
Share issue costs		831			1,913
Investment tax credits		4,564			4,648
Accounts payable and accrued liabilities		4,759			8,986
Difference between tax and book value of debentures		—			(6,308	)
Difference between tax and book value of capital and intangible assets		(8,252	)		(9,208	)
Difference between tax and book value of loan receivable		31			—
Total future income tax asset		28,443			20,709
Valuation allowance		(7,626	)		(4,474	)
Net future income tax asset	$	20,817		$	16,235

Management has assigned probabilities to the Company’s expected future taxable income based on significant risk factors, sensitivity analysis and timing of non-capital tax losses. The amount of the future income tax asset considered realizable could change materially in the near term, based on future taxable income during the carryforward period. The valuation allowance consists of $4,638 in Canada and $2,988 in the U.S.

As at December 31, 2012, the Company had unused non-capital tax losses of approximately $54,821 (2011 – $42,706) and SR&ED expenditure pool totaling $20,198 (2011 – $19,606) that are due to expire as follows:

2012 Financial Results	11

Wi-LAN Inc.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2012 and 2011

(in thousands of United States dollars, except share and per share amounts, unless otherwise stated)

	SR&ED Expenditure  Pool		Tax Losses
2025	$	—	$	11,882
2026		—		444
2027		—		91
2028		—		—
2029		—		3,877
2030		—		30,145
2031		—		988
2032		—		7,394
Indefinite		20,198		—
	$	20,198	$	54,821

The Company also has investment tax credits of $6,159, that expire in various amounts from 2017 to 2032, and $22,068 of capital losses carried forward with no expiry date. Investment tax credits, which are earned as a result of qualifying SR&ED expenditures, are recognized and applied to reduce income tax expense in the year in which the expenditures are made and their realization is reasonably assured.

In addition, the Company has approximately $7,970 of net operating loss carry forwards available for U.S. income tax purposes to reduce taxable income of future years that expire in various amounts from 2021 to 2031.

A reconciliation of the beginning and ending amounts of uncertain income tax benefits for the years ended December 31, 2012 and 2011 is as follows:

	2012		2011
Balance at January 1	$	—	$	—
Tax postions related to current year:
Additions		—		—
Reductions		—		—
Tax postions related to prior years:
Additions		—		—
Reductions		—		—
Balance at December 31	$	—	$	—

The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax provision. At December 31, 2012 and 2011, there were no interest or penalties included in the income tax provision.

The Company files Canadian and U.S. federal and state income tax returns. The Company is subject to examination by the tax authorities for the tax years ended 2008 through 2011.

4. LOAN RECEIVABLE

On October 19, 2012 (the “Closing Date”), the Company advanced a term loan facility in the amount of $1,000 to Montebello Technologies LLC (the “Borrower”). The loan bears interest at 15% per annum, compounded annually and a

2012 Financial Results	12

Wi-LAN Inc.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2012 and 2011

(in thousands of United States dollars, except share and per share amounts, unless otherwise stated)

maturity date of October 18, 2017 at which time the outstanding principal and accrued interest is to be fully repaid. The term loan facility is collateralized by a general security agreement.

In accordance with the terms and conditions of the loan agreement the use of the funds is solely and exclusively for the purchase and monetization of patents and for the period commencing on the Closing Date to and including the tenth anniversary of the Closing Date, the Company will be entitled to receive (a) 15% of the first $10 million in gross revenue and (b) 10% of all gross revenue over the first $10 million realized by the Borrower from any patents acquired utilizing the term loan facility.

To estimate the fair value, the Company considered the estimated future cash flow projections using an effective interest rate of 18%.

As at December 31, 2012, the carrying value of the term loan facility is as follows:

	As at December 31, 2012			As at December 31, 2011
15% Term loan facility	$	1,000		$	—
Unamortized discount		(119	)		—
Accrued interest		30			—
Net carrying amount	$	911		$	—

5. FURNITURE AND EQUIPMENT

	Cost		Accumulated Depreciation		Net Book Value
As at December 31, 2012
Leasehold improvements	$	585	$	483	$	102
Computer equipment and software		2,469		1,433		1,036
Furniture and equipment		361		227		134
	$	3,415	$	2,143	$	1,272
As at December 31, 2011
Leasehold improvements	$	589	$	402	$	187
Computer equipment and software		2,986		1,487		1,499
Furniture and equipment		530		447		83
	$	4,105	$	2,336	$	1,769

The Company purchased furniture and equipment totaling $403 during 2012 (2011 – $1,907). During 2012, the Company disposed of furniture and equipment with a cost and accumulated amortization totaling $1,092 and $1,091, respectively.

6. PATENTS

2012 Financial Results	13

Wi-LAN Inc.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2012 and 2011

(in thousands of United States dollars, except share and per share amounts, unless otherwise stated)

	Cost		Accumulated Amortization		Net Book Value
As at December 31, 2012
Patents and other intangibles	$	222,574	$	105,728	$	116,846
As at December 31, 2011
Patents and other intangibles	$	199,898	$	81,253	$	118,645

The Company purchased patents and other intangibles totaling $22,676 during 2012 (2011 – $26,964) and recorded amortization expense of $24,794 (2011 – $21,645).

The estimated future amortization expense of patents as of December 31, 2012 was as follows:

Year ending December 31:	Amount
2013	$	25,337
2014		24,921
2015		24,560
2016		17,394
2017		6,720
	$	98,932

7. GOODWILL

At December 31, 2012 and 2011, the fair value of the reporting unit exceeded its carrying value. Accordingly, the Company determined that goodwill was not impaired and no further testing was performed.

8. PATENT FINANCE OBLIGATION

On January 27, 2011, the Company acquired certain patents for future considerations while entering into a licensing agreement with the same counter-party. The Company has accounted for the non-monetary transaction at fair value using the income approach to value the patents acquired. To estimate the fair value, the Company considered the estimated future royalties, related costs and applied a discount rate of 16.5%.

The obligation is based on the quarterly discounted payment stream of $688 and an effective interest rate of 4.75%. The current and long term portion of this obligation is reflected as follows:

	As at December 31, 2012			As at December 31, 2011
Patent finance obligation, due December 27, 2014	$	5,217		$	7,647
Current portion		(2,547	)		(2,458	)
	$	2,670		$	5,189

Principal repayments are expected to be as follows:

2012 Financial Results	14

Wi-LAN Inc.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2012 and 2011

(in thousands of United States dollars, except share and per share amounts, unless otherwise stated)

2013	$	2,547
2014	$	2,670
2015 and thereafter	$	—

9. CONVERTIBLE DEBENTURES

On January 31, 2012, the Company repaid in cash the aggregate principal amount of the outstanding Debentures of CDN $228,456 and accrued and unpaid interest of CDN $5,445.

Debenture financing costs for the years ended December 31, 2012 and 2011 were as follows:

	2012			2011
Accretion of debt discount	$	(25,175	)	$	(41,737	)
Financing costs		(1,746	)		(4,195	)
Foreign exchange loss on debenture		(4,217	)		—
Extinguishment of conversion feature		—			66,679
	$	(31,138	)	$	20,747

10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	As at December 31, 2012		As at December 31, 2011
Trade payables	$	7,655	$	2,419
Accrued compensation		2,198		2,609
Accrued legal costs		2,513		278
Dividends		4,272		3,041
Success fee obligation		4,401		12,774
Accrued other		1,367		1,048
	$	22,406	$	22,169

The due to related party was a one-time payment of $7,102 for the incentive buy-out to extinguish the Chief Executive Officer’s contracted right to 2% of gross revenues that had been earned, resulting from the amendment of his employment agreement. The related party transaction was measured at the exchange amount and is not repayable.

The success fee obligation is pursuant to the Company’s engagement with a law firm for which the law firm is entitled to a percentage of proceeds actually received from certain license agreements signed by the Company related to certain litigation matters the law firm was representing the Company. Should the Company collect these

2012 Financial Results	15

Wi-LAN Inc.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2012 and 2011

(in thousands of United States dollars, except share and per share amounts, unless otherwise stated)

amounts as contemplated in the agreements, the law firm will be entitled to the entire success fee of $27,986. The current and long term portion of this liability is reflected as follows:

	As at December 31, 2012			As at December 31, 2011
Success fee obligation	$	15,301		$	27,986
Current portion		(4,401	)		(12,774	)
	$	10,900		$	15,212

11. SHARE CAPITAL

a) Authorized

Unlimited number of common shares.

6,350.9 special preferred, redeemable, retractable, non-voting shares.

An unlimited number of preferred shares, issuable in series.

b) Issued and Outstanding

The issued and outstanding common shares of WiLAN, along with equity instruments convertible into common shares, are as follows:

	As at December 31, 2012		As at December 31, 2011
Common shares		121,540,562		123,236,813
Securities convertible into common shares
Stock options		8,185,949		8,821,980
Deferred stock units (DSUs)		79,792		73,658
		129,806,303		132,132,451

As at December 31, 2011, no preferred shares or special preferred shares were issued or outstanding.

c) Common Shares

2012 Financial Results	16

Wi-LAN Inc.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2012 and 2011

(in thousands of United States dollars, except share and per share amounts, unless otherwise stated)

	Number			Amount
December 31, 2010		109,722,975		$	355,709
Issued on exercise of stock options		2,599,738			6,086
Issued on sale of shares under Employee Share Purchase Plan		41,800			182
Issued on sale of shares in January 2011		11,400,000			71,992
Repurchased under normal course issuer bid		(527,700	)		(2,871	)
Transfer to additional paid in capital pursuant to normal course issuer bid		—			1,003
Transfer from additional paid-in capital on exercise of options		—			3,095
Tax benefit related to share issuance costs		—			1,410
December 31, 2011		123,236,813		$	436,606
Issued on exercise of stock options		1,173,249			3,078
Transfer from additional paid-in capital on exercise of options		—			1,514
Issued on sale of shares under Employee Share Purchase Plan		55,600			231
Repurchased under normal course issuer bid		(2,925,100	)		(10,362	)
December 31, 2012		121,540,562		$	431,067

During the year ended December 31, 2011, the Company raised net proceeds of $71,992 (CDN $72,104) (gross proceeds of $76,181 or CDN $75,240) through the sale of 11,400,000 common shares by way of short form prospectus. The financing was priced at $6.68 per common share (CDN $6.60 per common share).

The Company paid quarterly cash dividends as follows:

	2012				2011
	Per Share		Total		Per Share		Total
1st Quarter	$	0.025	$	3,041	$	0.0125	$	1,314
2nd Quarter		0.030		3,679		0.0250		3,107
3rd Quarter		0.030		3,663		0.0250		3,148
4th Quarter		0.035		4,234		0.0250		3,099
	$	0.120	$	14,617	$	0.0875	$	10,668

The Company declared quarterly dividends as follows:

	2012		2011
1st Quarter	$	0.030	$	0.025
2nd Quarter		0.030		0.025
3rd Quarter		0.035		0.025
4th Quarter		0.035		0.025

2012 Financial Results	17

Wi-LAN Inc.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2012 and 2011

(in thousands of United States dollars, except share and per share amounts, unless otherwise stated)

On December 13, 2011, the Company received regulatory approval to make a normal course issuer bid (the “2011 NCIB”) through the facilities of the TSX. Under the 2011 NCIB, the Company was permitted to purchase up to 6,183,347 common shares. The 2011 NCIB commenced on December 15, 2011 and was completed on March 3, 2012. The Company repurchased 1,975,100 common shares under the 2011 NCIB during the three months ended March 31, 2012 for a total of $10,836.

On March 13, 2012, the Company received regulatory approval to make a normal course issuer bid (the “2012 NCIB”) through the facilities of the TSX. Under the 2012 NCIB, the Company is permitted to purchase up to 9,500,000 common shares. The 2012 NCIB commenced on March 15, 2012 and was completed on December 13, 2012. The Company repurchased 950,000 common shares under the 2012 NCIB for a total of $4,893.

d) Stock Options

WiLAN has an Option Plan, a DSU plan, an Employee Stock Purchase Plan, and a RSU plan for its directors, employees and consultants. The current RSU plan calls for settlement only in cash. The Option Plan, the DSU plan and the Employee Stock Purchase Plan are considered “security based compensation arrangements” for the purposes of the TSX. The Company is authorized to issue up to an aggregate of 10% of its outstanding common shares under these “security based compensation arrangements”, with the common shares authorized for issuance under the DSU plan limited to 246,348 and under the Employee Purchase Plan limited to 360,800. The options vest at various times ranging from immediate vesting on grant to vesting over a three to four year period. Options generally have a six year life.

Option activity for the years ended December 31, 2012 and 2011 was as follows:

				Price per Share						Exercisable Options
	Number of Options			Price Range				Weighted Average		Number		Weighted Average		Remaining Life-Years
December 31, 2010		6,843,217		$	0.72	$	5.62	$	2.87		3,185,513	$	2.49		2.54
Granted		4,871,500			5.34		7.09		5.77
Exercised		(2,599,738	)		0.72		5.01		2.30
Forfeited		(292,999	)		1.88		5.52		4.13
December 31, 2011		8,821,980		$	0.72	$	7.09	$	4.60		2,657,192	$	3.12		3.42
Granted		1,660,614			4.94		5.05		5.02
Exercised		(1,173,249	)		1.88		5.01		2.63
Forfeited		(1,123,396	)		1.42		7.09		5.59
December 31, 2012		8,185,949		$	1.42	$	7.09	$	4.83		3,637,490	$	4.21		3.55

The Company uses the Black-Scholes model for estimating the fair value of options granted, with the following weighted average assumptions:

	2012			2011
Risk free interest rate		1.3	%		1.9	%
Volatility		49	%		55	%
Expected option life (in years)		3.6			3.6
Dividend yield		2.1	%		1.2	%
Forfeiture rate		9.4	%		8.8	%

2012 Financial Results	18

Wi-LAN Inc.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2012 and 2011

(in thousands of United States dollars, except share and per share amounts, unless otherwise stated)

The weighted average fair value per option granted during the year ended December 31, 2012 was CDN $1.65 (2011 – CDN $2.32).

The intrinsic value of options exercised was $2,966 for the year ended December 31, 2012 (2011 – $11,019). Intrinsic value is the total value of exercised options based on the price of the Company’s common shares at the time of the exercise less the proceeds received from the employees to exercise the options.

The intrinsic value of the exercisable options was $2,989 as at December 31, 2012.

The total fair value of options vested was $4,266 for the year ended December 31, 2012.

As of December 31, 2012, there was $6,260 of total unrecognized stock-based compensation costs, net of expected forfeitures, related to unvested stock-based compensation arrangements granted under the stock option plan. This cost is expected to be recognized over a weighted average period of 1.89 years.

Details of the outstanding options at December 31, 2012 are as follows:

Range of Exercise Prices				Outstanding Options at December 31, 2012		Remaining Term of Options in Years		Weighted Average		Exercisable Options at December 31, 2012		Weighted Average
$	—	$	1.00		—		—	$	—		—	$	—
	1.01		2.00		459,763		1.28		1.87		459,763		1.87
	2.01		3.00		780,851		2.78		2.51		780,851		2.51
	3.01		4.00		64,821		3.62		3.39		42,215		3.39
	4.01		7.09		6,880,514		4.58		5.30		2,354,661		5.24
$	1.42	$	7.09		8,185,949		4.21	$	4.83		3,637,490	$	4.21

Stock-based compensation expense for the year ended December 31, 2012 was $3,894 (2011 – $4,228). The following provides a summary of the stock-based compensation expense for the years ended December 31, 2012 and 2011:

	2012		2011
Cost of revenue	$	940	$	748
Research and development		359		737
Marketing, general and administration		2,595		2,743
	$	3,894	$	4,228

During the year ended December 31, 2012, 1,123,396 stock options were cancelled as they related to former employees.

e) Deferred Stock Units

The Company has a Deferred Stock Unit (“DSU”) plan as a tool to assist in the retention of selected employees and directors and to help conserve the Company’s cash position. Under the DSU plan, DSUs may be awarded and will become due when the conditions of retention have been met and employment terminated or completed. The value of each DSU is determined in reference to the Company’s common share price, and the DSU value is payable in either cash or shares at the Company’s option.

DSUs issued and outstanding as at December 31, 2012 were 79,792 (2011 – 73,658). The liability recorded in respect of the outstanding DSUs was $366 as at December 31, 2012 (2011 – $427). The change in the liability is recorded as compensation expense.

During the year ended December 31, 2012, 6,134 DSUs were granted to certain directors in lieu of cash for their quarterly fees earned during the year ended December 31, 2012.

2012 Financial Results	19

Wi-LAN Inc.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2012 and 2011

(in thousands of United States dollars, except share and per share amounts, unless otherwise stated)

f) Restricted Share Units

The Company implemented a Restricted Share Unit (“RSU”) plan for certain employees and directors in January 2007. Under the RSU plan, units are settled in cash based on the market value of WiLAN’s common shares on the dates when the RSUs vest. The accrued liability and related expense for the RSUs are adjusted to reflect the market value of the common shares at each balance sheet date. The liability recorded in respect of the vested RSUs was $1,156 as at December 31, 2012 (2011– $1,276). The change in the liability is recorded as compensation expense.

RSU activity for the years ended December 31, 2012 and 2011 was as follows:

	Number of RSUs
December 31, 2010		467,120
Granted		342,750
Settled		(168,512	)
Forfeited		(81,612	)
December 31, 2011		559,746
Granted		274,900
Settled		(235,879	)
Forfeited		(75,581	)
December 31, 2012		523,186

During the year ended December 31, 2012, 75,581 RSUs (2011 – 81,612) were cancelled as they related to former employees.

g) Per Share Amounts

The weighted average number of common shares outstanding used in the basic and diluted earnings per share (“EPS”) computation was:

	2012		2011
Basic weighted average common shares outstanding		121,451,967		122,741,326
Effect of options		—		2,258,318
Diluted weighted average common shares outstanding		121,451,967		124,999,644

The effect of options totaling 987,893 for fiscal 2012, were anti-dilutive.

2012 Financial Results	20

Wi-LAN Inc.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2012 and 2011

(in thousands of United States dollars, except share and per share amounts, unless otherwise stated)

12. FINANCIAL INSTRUMENTS

The Company is exposed to a number of risks related to changes in foreign currency exchange rates, interest rates, collection of accounts receivable and loan receivable, settlement of liabilities and management of cash and cash equivalents.

Credit risk

Credit risk is the risk of financial loss to the Company if a licensee or counter-party to a financial instrument fails to meet its contractual obligations. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, accounts receivable and forward foreign exchange contracts.

The Company’s cash and cash equivalents, and short-term investments consist primarily of deposit investments that are held only with Canadian chartered banks. Management does not expect any counter-parties to fail to meet their obligations.

The Company’s loan receivable is a term loan facility which is collateralized by a general security agreement. Management does not expect the borrower to fail to meet its obligations.

The Company’s exposure to credit risk with its accounts receivable from licensees is influenced mainly by the individual characteristics of each licensee. The Company’s licensees are for the most part, manufacturers and distributors of telecommunications and consumer electronics products primarily located in the United States, Canada, Taiwan, Korea, Japan, Hong Kong and China. Credit risk from accounts receivable encompasses the default risk of the Company’s licensees. Prior to entering into licensing agreements with new licensees the Company assesses the risk of default associated with the particular company. In addition, on an ongoing basis, management monitors the level of accounts receivable attributable to each licensee and the length of time taken for amounts to be settled and where necessary, takes appropriate action to follow up on those balances considered overdue. The Company has had no significant bad debts for any periods presented.

Two licensees accounted for more than 10% of revenues from royalties for the twelve months ended December 31, 2012 (for the twelve months ended December 31, 2011 – one licensee). Management does not believe that there is significant credit risk arising from any of the Company’s licensees for which revenue has been recognized. However, should one of the Company’s major licensees be unable to settle amounts due, the impact on the Company could be significant. The maximum exposure to loss arising from accounts receivable is equal to their total carrying amounts. At December 31, 2012, one licensee accounted for 10% or more of total accounts receivable (December 31, 2011 – two licensees).

Financial assets past due

The following table provides information regarding the aging and collectability of the Company’s accounts receivable balances as at December 31, 2012:

Current	$	960
Past due 1 – 30 days		39
Past due 31 – 60 days		51
Past due 61 – 90 days		—
Over 91 days past due		282
Less allowance for doubtful accounts		(193	)
Total accounts receivable	$	1,139

2012 Financial Results	21

Wi-LAN Inc.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2012 and 2011

(in thousands of United States dollars, except share and per share amounts, unless otherwise stated)

The definition of items that are past due is determined by reference to terms agreed with individual licensees. As at the date of this report, approximately $101 of past due amounts have been collected. None of the amounts outstanding have been challenged by the respective licensees and the Company continues to conduct business with them on an ongoing basis. Accordingly, management has no reason to believe that this balance is not fully collectable in the future.

The Company reviews financial assets past due on an ongoing basis with the objective of identifying potential matters which could delay the collection of funds at an early stage. Once items are identified as being past due, contact is made with the respective company to determine the reason for the delay in payment and to establish an agreement to rectify the breach of contractual terms. At December 31, 2012, the Company had a provision for doubtful accounts of $193 (2011 – $25) which was made against accounts receivable where collection efforts to date have been unsuccessful.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s objective in managing liquidity risk is to ensure that it has sufficient liquidity available to meet its liabilities when due.

At December 31, 2012, the Company had cash and cash equivalents and short-term investments of $176,863, credit facilities of $8,000 and accounts receivable of $1,139 available to meet its obligations.

Market risk

Market risk is the risk to the Company that the fair value of future cash flows from its financial instruments will fluctuate due to changes in interest rates and foreign currency exchange rates. Market risk arises as a result of the Company generating revenues in foreign currencies.

Interest rate risk

The only financial instruments that expose the Company to interest rate risk are its cash and cash equivalents and short-term investments. The Company’s objectives of managing its cash and cash equivalents and short-term investments are to ensure sufficient funds are maintained on hand at all times to meet day to day requirements and to place any amounts which are considered in excess of day to day requirements on short-term deposit with the Company’s banks so that they earn interest. When placing amounts of cash and cash equivalents into short-term investments, the Company only places investments with Canadian chartered banks and ensures that access to the amounts placed can be obtained on short-notice.

Currency risk

A portion of WiLAN’s revenues and operating expenses are denominated in Canadian dollars. Because the Company reports its financial performance in US dollars, WiLAN’s operating results are subject to changes in the exchange rate of the Canadian dollar relative to the US dollar. Any decrease in the value of the Canadian dollar relative to the US dollar has an unfavourable impact on Canadian denominated revenues and a favourable impact on Canadian denominated operating expenses. Recently, increases in the value of the Canadian dollar relative to the US dollar have had a negative impact on WiLAN’s Canadian dollar denominated operating expenses. Approximately 16% of the Company’s cash and cash equivalents and short term investments are denominated in Canadian dollars and are subject to changes in the exchange rate of the Canadian dollar relative to the US dollar. The recent increases in the value of the Canadian dollar relative to the US dollar have had a positive impact on WiLAN’s Canadian dollar denominated cash and cash equivalents, and short-term investments.

The Company may manage the risk associated with foreign exchange rate fluctuations by, from time to time, entering into forward foreign exchange contracts and engaging in other hedging strategies. To the extent that WiLAN engages in risk management activities related to foreign exchange rates, it may be subject to credit risks associated with the counterparties with whom it contracts.

2012 Financial Results	22

Wi-LAN Inc.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2012 and 2011

(in thousands of United States dollars, except share and per share amounts, unless otherwise stated)

The Company’s objective in obtaining forward foreign exchange contracts is to manage its risk and exposure to currency rate fluctuations related primarily to future cash inflows and outflows of Canadian dollars. The Company does not use forward foreign exchange contracts for speculative or trading purposes.

As of December 31, 2012, the Company did not have any forward foreign exchange contracts.

13. COMMITMENTS AND CONTINGENCIES

a) Litigation

The Company, in the course of its normal operations, is subject to claims, lawsuits and contingencies. Accruals are made in instances where it is probable that liabilities may be incurred and where such liabilities can be reasonably estimated. Although it is possible that liabilities may be incurred in instances for which no accruals have been made, WiLAN has no reason to believe that the ultimate outcome of these matters would have a significant impact on its consolidated financial position.

Management has evaluated the likelihood of an unfavourable outcome and determined that no amount should be accrued with respect to any outstanding matters.

b) Operating lease

The Company has lease agreements for office space and equipment with terms extending to 2016. The aggregate minimum annual lease payments under these agreements are as follows:

	Amount
2013	$	583
2014		515
2015		492
2016		246
2017 and thereafter		—
	$	1,836

c) Other

As partial consideration for patents acquired in September 2007, the Company agreed to future additional payments, not to exceed $4,000, contingent upon the ongoing enforceability of the patents and based on revenues produced from licensing or selling the patents. To date, there have been no licensing revenues produced from these patents and no amounts have been accrued to this counterparty in respect of this commitment.

2012 Financial Results	23

Wi-LAN Inc.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2012 and 2011

(in thousands of United States dollars, except share and per share amounts, unless otherwise stated)

14. RESTRUCTURING CHARGES

During June 2012, the Company undertook a workforce reduction which resulted in a restructuring charge of $418. The components of the charge included $300 for severance, benefits and other costs associated with the termination of the affected employees, and $118 for lease obligations. In addition, the Company wrote-off $209 of assets related to this workforce reduction which was included in marketing, general and administration expense.

The following table summarizes details of the Company’s restructuring charges and related reserves:

Description	Workforce Reduction			Lease Obligation			Total
Charges	$	300		$	118		$	418
Cash payments		(300	)		(21	)		(321	)
Balance of provision as at December 31, 2012	$	—		$	97		$	97

15. SUPPLEMENTAL CASH FLOW INFORMATION

	2012		2011
Net interest paid (received) in cash, included in operations	$	4,151	$	(1,994	)
Taxes paid		3,182		2,746
Patents acquired under deferred financing arrangement		—		7,647

2012 Financial Results	24

Wi-LAN Inc.

11 Holland Avenue, Suite 608

Ottawa, ON Canada

K1Y 4S1

Tel:	1.613.688.4900
Fax:	1.613.688.4894
	www.wilan.com

EX-99.4

Exhibit 99.4

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14 OR 15d-14 OF THE SECURITIES EXCHANGE ACT OF 1934

I, James Douglas Skippen, certify that:

1. I have reviewed this annual report on Form 40-F of Wi-LAN Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4. The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d.15(f)) for the issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5. The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: March 8, 2013

/s/ James Douglas Skippen

James Douglas Skippen

President & Chief Executive Officer

EX-99.5

Exhibit 99.5

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a-14 OR 15d-14 OF THE SECURITIES EXCHANGE ACT OF 1934

I, Michael Shaun McEwan, certify that:

1. I have reviewed this annual report on Form 40-F of Wi-LAN Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4. The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d.15(f)) for the issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5. The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: March 8, 2013

/s/ Michael Shaun McEwan

Michael Shaun McEwan

Chief Financial Officer

EX-99.6

Exhibit 99.6

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Wi-LAN Inc. (the “Company”) on Form 40-F for the year ended December 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James Douglas Skippen, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 8, 2013

/s/ James Douglas Skippen

James Douglas Skippen

President & Chief Executive Officer

EX-99.7

Exhibit 99.7

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Wi-LAN Inc. (the “Company”) on Form 40-F for the year ended December 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Shaun McEwan, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 8, 2013

/s/ Michael Shaun McEwan

Michael Shaun McEwan

Chief Financial Officer

EX-99.8

Exhibit 99.8

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the use in this Annual Report on Form 40-F (“Annual Report”) of Wi-LAN Inc. of our report dated March 7, 2013, relating to the consolidated balance sheets as at December 31, 2012 and 2011 and the related consolidated statements of operations, shareholders’ equity and cash flows for the years then ended.

We also consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-179407) of our report referred to above.

/s/ PricewaterhouseCoopers LLP

Chartered Accountants

Licensed Public Accountants

Ottawa, Ontario

March 7, 2013

XML

Taxes - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Schedule Of Income Tax [Line Items]
Foreign losses included in reported income before income taxes	$ 2,907	$ 2,370
Valuation allowance	7,626	4,474
Unused non-capital tax losses	54,821	42,706
SR&ED expenditure pool totaling	20,198	19,606
Investment tax credits	6,159
Capital losses carried forward	22,068
Net operating loss	7,970
Canada [Member]
Schedule Of Income Tax [Line Items]
Valuation allowance	4,638
U.S. [Member]
Schedule Of Income Tax [Line Items]
Valuation allowance	$ 2,988

XML

Convertible Debentures - Additional Information (Detail) (CAD) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Debt Conversion [Line Items]
Repayment of outstanding debentures	228,456
Repayment of accrued and unpaid interest	5,445

XML

Patents - Schedule of Patents (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Finite-Lived Intangible Assets [Line Items]
Net Book Value	$ 116,846	$ 118,645
Patents and other intangibles [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	222,574	199,898
Accumulated Amortization	105,728	81,253
Net Book Value	$ 116,846	$ 118,645

XML

Financial Instruments - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012 Customer	Dec. 31, 2011 Customer
Financing Receivable, Recorded Investment, Past Due [Line Items]
Number of licensees accounted more than 10% of revenue	2	1
Number of licensees accounted more than 10% of accounts receivable	1	2
Minimum percentage of revenue from royalties to be accounted by the licensees	10.00%
Maximum exposure to loss from accounts receivable	10% or more of total accounts receivable
Past due amount collected	$ 101
Provision for doubtful debts	193	25
Cash and cash equivalent and short-term investments	176,863
Amount of credit facilities, available	8,000
Amount of accounts receivables	$ 1,139	$ 2,153
Conversion of currency due to change in exchange rate	16.00%

XML

Convertible Debentures - Schedule of Debentures Deferred Financing Costs (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Interest Expense [Line Items]
Accretion of debt discount	$ (25,175)	$ (41,737)
Financing costs	(1,746)	(4,195)
Foreign exchange loss on debenture	(4,217)
Extinguishment of conversion feature		66,679
Financing costs, total	$ (31,138)	$ 20,747

XML

Furniture and Equipment - Schedule of Furniture and Equipment (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Interest Cost Capitalized And Depreciation And Amortization Expenses For Property, Plant and Equipment [Line Items]
Cost	$ 3,415	$ 4,105
Accumulated Depreciation	2,143	2,336
Net Book Value	1,272	1,769
Leasehold improvements [Member]
Interest Cost Capitalized And Depreciation And Amortization Expenses For Property, Plant and Equipment [Line Items]
Cost	585	589
Accumulated Depreciation	483	402
Net Book Value	102	187
Computer equipment and software [Member]
Interest Cost Capitalized And Depreciation And Amortization Expenses For Property, Plant and Equipment [Line Items]
Cost	2,469	2,986
Accumulated Depreciation	1,433	1,487
Net Book Value	1,036	1,499
Furniture and equipment [Member]
Interest Cost Capitalized And Depreciation And Amortization Expenses For Property, Plant and Equipment [Line Items]
Cost	361	530
Accumulated Depreciation	227	447
Net Book Value	$ 134	$ 83

XML

Restructuring Charges (Tables)

12 Months Ended

Dec. 31, 2012

Summary of Restructuring Charges and Related Reserves

The following table summarizes details of the Company’s restructuring charges and related reserves:

Description	Workforce Reduction			Lease Obligation			Total
Charges	$	300		$	118		$	418
Cash payments		(300	)		(21	)		(321	)
Balance of provision as at December 31, 2012	$	—		$	97		$	97

XML

Commitments and Contingencies - Additional Information (Detail) (Maximum [Member], USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Maximum [Member]
Other Contingencies And Commitments [Line Items]
Future additional payments	$ 4,000

XML

Accounts Payable and Accrued Liabilities - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Accounts Payable And Accrued Liabilities Current And Noncurrent [Line Items]
Related party due	$ 7,102
Related party transaction rate	2.00%
Success fee obligation	$ 15,301	$ 27,986

XML

Supplemental Cash Flow Information - Summary of Supplemental Cash Flow Information (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Supplemental Cash Flow Information [Line Items]
Net interest paid (received) in cash, included in operations	$ 4,151	$ (1,994)
Taxes paid	3,182	2,746
Patents acquired under deferred financing arrangement		$ 7,647

XML

Financial Instruments - Information Regarding Aging and Collectability of Accounts Receivable (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Schedule Of Aging Of Financing Receivables [Line Items]
Current	$ 960
Past due 1-30 days	39
Past due 31-60 days	51
Past due 61-90 days
Over 91 days past due	282
Less allowance for doubtful accounts	(193)
Total accounts receivable	$ 1,139	$ 2,153

XML

Furniture and Equipment (Tables)

12 Months Ended

Dec. 31, 2012

Schedule of Furniture and Equipment

	Cost		Accumulated Depreciation		Net Book Value
As at December 31, 2012
Leasehold improvements	$	585	$	483	$	102
Computer equipment and software		2,469		1,433		1,036
Furniture and equipment		361		227		134
	$	3,415	$	2,143	$	1,272
As at December 31, 2011
Leasehold improvements	$	589	$	402	$	187
Computer equipment and software		2,986		1,487		1,499
Furniture and equipment		530		447		83
	$	4,105	$	2,336	$	1,769

XML

Patents - Estimated Future Amortization Expense of Patents (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Finite-Lived Intangible Assets [Line Items]
2013	$ 25,337
2014	24,921
2015	24,560
2016	17,394
2017	6,720
Estimated future amortization expense of patents	$ 98,932

XML

Taxes - Reconciliation of Beginning and Ending Amounts of Unrecognized Income Tax Benefits (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Income Tax Contingency [Line Items]
Balance at January 1
Tax positions related to current year:
Additions
Reductions
Tax positions related to prior years:
Additions
Reductions
Balance at December 31

XML

Restructuring Charges - Summary of Restructuring Charges and Related Reserves (Detail) (USD $) In Thousands, unless otherwise specified	1 Months Ended	12 Months Ended
	Jun. 30, 2012	Dec. 31, 2012
Restructuring Cost and Reserve [Line Items]
Charges	$ 418	$ 418
Cash payments		(321)
Balance of provision as at December 31, 2012		97
Workforce Reduction [Member]
Restructuring Cost and Reserve [Line Items]
Charges	300	300
Cash payments		(300)
Lease Obligation [Member]
Restructuring Cost and Reserve [Line Items]
Charges	118	118
Cash payments		(21)
Balance of provision as at December 31, 2012		$ 97

XML

Taxes - Reconciliation of Expected Provision for Income Tax Recovery/Expense (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Reconciliation Of Provision Of Income Taxes [Line Items]
Earnings (loss) before income taxes	$ (15,623)	$ 23,356
Expected income tax expense (recovery) at Canadian statutory income tax rate of 26.5% (2011- 28.25%)	(4,141)	6,598
Permanent differences	1,040	811
Effect of change in future expected tax rates	(1,199)	(1,287)
Effect of change to U.S. GAAP and functional currency		(4,685)
Reversal of previously recognized foreign tax credits	(84)
Foreign withholding taxes paid	129	264
Increase (decrease) in valuation allowance	3,152	(10,142)
Provision for income tax (recovery) expense	$ (1,103)	$ (8,441)

XML

Patent Finance Obligation - Current and Long Term Portion of Obligation (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Finite-Lived Intangible Assets [Line Items]
Patent finance obligation, due December 27, 2014	$ 5,217	$ 7,647
Current portion	(2,547)	(2,458)
Current and long term portion of obligation, total	$ 2,670	$ 5,189

XML

Share Capital - Summary of Stock Based Compensation Expense (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Schedule Of Share Based Compensation Arrangement [Line Items]
Stock-based compensation	$ 3,894	$ 4,228
Cost of revenue [Member]
Schedule Of Share Based Compensation Arrangement [Line Items]
Stock-based compensation	940	748
Research and development [Member]
Schedule Of Share Based Compensation Arrangement [Line Items]
Stock-based compensation	359	737
Marketing, general and administration [Member]
Schedule Of Share Based Compensation Arrangement [Line Items]
Stock-based compensation	$ 2,595	$ 2,743

XML

Share Capital - Schedule of Common Stock (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2012	Dec. 31, 2012	Dec. 31, 2011
Schedule Of Common Stock [Line Items]
Beginning balance, Shares	123,236,813	123,236,813	109,722,975
Issued on exercise of stock options, Shares		1,173,249	2,599,738
Issued on sale of shares under Employee Share Purchase Plan, Shares		55,600	41,800
Issued on sale of shares, Shares			11,400,000
Repurchased under normal course issuer bid, Shares	(1,975,100)	(2,925,100)	(527,700)
Ending balance, Shares		121,540,562	123,236,813
Beginning balance	$ 436,606	$ 436,606	$ 355,709
Issued on exercise of stock options		3,078	6,086
Issued on sale of shares under Employee Share Purchase Plan		231	182
Issued on sale of shares			71,992
Repurchased under normal course issuer bid	(10,836)	(10,362)	(2,871)
Transfer to additional paid in capital pursuant to normal course issuer bid			1,003
Transfer from additional paid-in capital on exercise of options		1,514	3,095
Tax benefit related to share issuance costs			1,410
Ending balance		$ 431,067	$ 436,606

XML

Furniture and Equipment - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Interest Cost Capitalized And Depreciation And Amortization Expenses For Property, Plant and Equipment [Line Items]
Purchased furniture and equipment	$ 403	$ 1,907
Cost of disposed furniture and equipment	1,092
Accumulated amortization of disposed furniture and equipment	$ 1,091

XML

Loan Receivable

12 Months Ended

Dec. 31, 2012

Loan Receivable

4. LOAN RECEIVABLE

On October 19, 2012 (the “Closing Date”), the Company advanced a term loan facility in the amount of $1,000 to Montebello Technologies LLC (the “Borrower”). The loan bears interest at 15% per annum, compounded annually and a maturity date of October 18, 2017 at which time the outstanding principal and accrued interest is to be fully repaid. The term loan facility is collateralized by a general security agreement.

In accordance with the terms and conditions of the loan agreement the use of the funds is solely and exclusively for the purchase and monetization of patents and for the period commencing on the Closing Date to and including the tenth anniversary of the Closing Date, the Company will be entitled to receive (a) 15% of the first $10 million in gross revenue and (b) 10% of all gross revenue over the first $10 million realized by the Borrower from any patents acquired utilizing the term loan facility.

To estimate the fair value, the Company considered the estimated future cash flow projections using an effective interest rate of 18%.

As at December 31, 2012, the carrying value of the term loan facility is as follows:

	As at December 31, 2012			As at December 31, 2011
15% Term loan facility	$	1,000		$	—
Unamortized discount		(119	)		—
Accrued interest		30			—
Net carrying amount	$	911		$	—

XML

Share Capital - Schedule of Quarterly Cash Dividends Paid (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011
Dividends [Line Items]
Cash dividends Per Share	$ 0.0350	$ 0.0300	$ 0.0300	$ 0.0250	$ 0.0250	$ 0.0250	$ 0.0250	$ 0.0125	$ 0.1200	$ 0.0875
Cash dividends paid	$ 4,234	$ 3,663	$ 3,679	$ 3,041	$ 3,099	$ 3,148	$ 3,107	$ 1,314	$ 14,617	$ 10,668

XML

Loan Receivable - Additional Information (Detail) (USD $)	1 Months Ended	12 Months Ended
	Oct. 19, 2012	Dec. 31, 2012	Dec. 31, 2011
Accounts, Notes, Loans and Financing Receivable [Line Items]
Term loan facility	$ 1,000,000	$ 1,000,000
Percentage of interest on term loan facility	15.00%	15.00%
Term loan maturity date	2017-10-18
Estimated future cash flow projections, effective interest rate		18.00%
Term loan facility [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Percentage of interest receivable on gross revenue		15.00%
Gross revenue		10,000,000
Patents [Member] | Term loan facility [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Percentage of interest receivable on gross revenue		10.00%
Gross revenue		$ 10,000,000

XML

Accounts Payable and Accrued Liabilities (Tables)

12 Months Ended

Dec. 31, 2012

Schedule of Accounts Payable and Accrued Liabilities

	As at December 31, 2012		As at December 31, 2011
Trade payables	$	7,655	$	2,419
Accrued compensation		2,198		2,609
Accrued legal costs		2,513		278
Dividends		4,272		3,041
Success fee obligation		4,401		12,774
Accrued other		1,367		1,048
	$	22,406	$	22,169

Schedule of Current and Long-Term Liability

The current and long term portion of this liability is reflected as follows:

	As at December 31, 2012			As at December 31, 2011
Success fee obligation	$	15,301		$	27,986
Current portion		(4,401	)		(12,774	)
	$	10,900		$	15,212

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Convertible Debentures (Tables)

12 Months Ended

Dec. 31, 2012

Schedule of Debentures Deferred Financing Costs

Debenture financing costs for the years ended December 31, 2012 and 2011 were as follows:

	2012			2011
Accretion of debt discount	$	(25,175	)	$	(41,737	)
Financing costs		(1,746	)		(4,195	)
Foreign exchange loss on debenture		(4,217	)		—
Extinguishment of conversion feature		—			66,679
	$	(31,138	)	$	20,747

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Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Accounts Payable And Accrued Liabilities Current And Noncurrent [Line Items]
Trade payables	$ 7,655	$ 2,419
Accrued compensation	2,198	2,609
Accrued legal costs	2,513	278
Dividends	4,272	3,041
Success fee obligation	4,401	12,774
Accrued other	1,367	1,048
Accrued liabilities current	$ 22,406	$ 22,169

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Loan Receivable - Carrying Value of Term Loan Facility (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Oct. 19, 2012	Dec. 31, 2011
Noncancelable Obligations Future Minimum Payments Due [Line Items]
15% Term loan facility	$ 1,000	$ 1,000
Unamortized discount	(119)
Accrued interest	30
Net carrying amount	$ 911

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Share Capital (Tables)

12 Months Ended

Dec. 31, 2012

Components of Common Shares Issued and Outstanding

The issued and outstanding common shares of WiLAN, along with equity instruments convertible into common shares, are as follows:

	As at December 31, 2012		As at December 31, 2011
Common shares		121,540,562		123,236,813
Securities convertible into common shares
Stock options		8,185,949		8,821,980
Deferred stock units (DSUs)		79,792		73,658
		129,806,303		132,132,451

Schedule of Common Stock

	Number			Amount
December 31, 2010		109,722,975		$	355,709
Issued on exercise of stock options		2,599,738			6,086
Issued on sale of shares under Employee Share Purchase Plan		41,800			182
Issued on sale of shares in January 2011		11,400,000			71,992
Repurchased under normal course issuer bid		(527,700	)		(2,871	)
Transfer to additional paid in capital pursuant to normal course issuer bid		—			1,003
Transfer from additional paid-in capital on exercise of options		—			3,095
Tax benefit related to share issuance costs		—			1,410
December 31, 2011		123,236,813		$	436,606
Issued on exercise of stock options		1,173,249			3,078
Transfer from additional paid-in capital on exercise of options		—			1,514
Issued on sale of shares under Employee Share Purchase Plan		55,600			231
Repurchased under normal course issuer bid		(2,925,100	)		(10,362	)
December 31, 2012		121,540,562		$	431,067

Schedule of Quarterly Cash Dividends Paid

The Company paid quarterly cash dividends as follows:

	2012				2011
	Per Share		Total		Per Share		Total
1st Quarter	$	0.025	$	3,041	$	0.0125	$	1,314
2nd Quarter		0.030		3,679		0.0250		3,107
3rd Quarter		0.030		3,663		0.0250		3,148
4th Quarter		0.035		4,234		0.0250		3,099
	$	0.120	$	14,617	$	0.0875	$	10,668

Schedule of Declared Quarterly Dividends

The Company declared quarterly dividends as follows:

	2012		2011
1st Quarter	$	0.030	$	0.025
2nd Quarter		0.030		0.025
3rd Quarter		0.035		0.025
4th Quarter		0.035		0.025

Schedule of Option Activity

Option activity for the years ended December 31, 2012 and 2011 was as follows:

				Price per Share						Exercisable Options
	Number of Options			Price Range				Weighted Average		Number		Weighted Average		Remaining Life-Years
December 31, 2010		6,843,217		$	0.72	$	5.62	$	2.87		3,185,513	$	2.49		2.54
Granted		4,871,500			5.34		7.09		5.77
Exercised		(2,599,738	)		0.72		5.01		2.30
Forfeited		(292,999	)		1.88		5.52		4.13
December 31, 2011		8,821,980		$	0.72	$	7.09	$	4.60		2,657,192	$	3.12		3.42
Granted		1,660,614			4.94		5.05		5.02
Exercised		(1,173,249	)		1.88		5.01		2.63
Forfeited		(1,123,396	)		1.42		7.09		5.59
December 31, 2012		8,185,949		$	1.42	$	7.09	$	4.83		3,637,490	$	4.21		3.55

Estimated Fair Value of Options Granted, Weighted Average Assumptions

The Company uses the Black-Scholes model for estimating the fair value of options granted, with the following weighted average assumptions:

	2012			2011
Risk free interest rate		1.3	%		1.9	%
Volatility		49	%		55	%
Expected option life (in years)		3.6			3.6
Dividend yield		2.1	%		1.2	%
Forfeiture rate		9.4	%		8.8	%

Details of Outstanding Options

Details of the outstanding options at December 31, 2012 are as follows:

Range of Exercise Prices				Outstanding Options at December 31, 2012		Remaining Term of Options in Years		Weighted Average		Exercisable Options at December 31, 2012		Weighted Average
$	—	$	1.00		—		—	$	—		—	$	—
	1.01		2.00		459,763		1.28		1.87		459,763		1.87
	2.01		3.00		780,851		2.78		2.51		780,851		2.51
	3.01		4.00		64,821		3.62		3.39		42,215		3.39
	4.01		7.09		6,880,514		4.58		5.30		2,354,661		5.24
$	1.42	$	7.09		8,185,949		4.21	$	4.83		3,637,490	$	4.21

Summary of Stock-Based Compensation Expense

The following provides a summary of the stock-based compensation expense for the years ended December 31, 2012 and 2011:

	2012		2011
Cost of revenue	$	940	$	748
Research and development		359		737
Marketing, general and administration		2,595		2,743
	$	3,894	$	4,228

Summary of Restricted Stock Unit Activity

RSU activity for the years ended December 31, 2012 and 2011 was as follows:

	Number of RSUs
December 31, 2010		467,120
Granted		342,750
Settled		(168,512	)
Forfeited		(81,612	)
December 31, 2011		559,746
Granted		274,900
Settled		(235,879	)
Forfeited		(75,581	)
December 31, 2012		523,186

Weighted Average Number of Common Shares Outstanding Used in Basic and Diluted Earnings per Share Computation

The weighted average number of common shares outstanding used in the basic and diluted earnings per share (“EPS”) computation was:

	2012		2011
Basic weighted average common shares outstanding		121,451,967		122,741,326
Effect of options		—		2,258,318
Diluted weighted average common shares outstanding		121,451,967		124,999,644

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Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2012

Information Regarding Aging and Collectability of Accounts Receivable

The following table provides information regarding the aging and collectability of the Company’s accounts receivable balances as at December 31, 2012:

Current	$	960
Past due 1 – 30 days		39
Past due 31 – 60 days		51
Past due 61 – 90 days		—
Over 91 days past due		282
Less allowance for doubtful accounts		(193	)
Total accounts receivable	$	1,139

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Taxes

12 Months Ended

Dec. 31, 2012

Taxes

3. TAXES

The reconciliation of the expected provision for income tax recovery/expense to the actual provision for income tax recovery/expense reported in the consolidated statements of operations is as follows:

	2,012			2,011
Earnings (loss) before income taxes	$	(15,623	)	$	23,356
Expected income tax expense (recovery) at Canadian statutory income tax rate of 26.5% (2011 – 28.25%)		(4,141	)		6,598
Permanent differences		1,040			811
Effect of change in future expected tax rates		(1,199	)		(1,287	)
Effect of change to U.S. GAAP and functional currency		—			(4,685	)
Reversal of previously recognized foreign tax credits		(84	)		—
Foreign withholding taxes paid		129			264
Increase (decrease) in valuation allowance		3,152			(10,142	)
Provision for income tax (recovery) expense	$	(1,103	)	$	(8,441	)

During the years ended December 31, 2012 and 2011, the reported income before income taxes includes foreign losses of $2,907 and $2,370, respectively.

The significant components of the Company’s future income tax assets and liabilities are as follows:

	2012			2011
Tax loss carryforwards	$	20,481		$	15,102
Scientific research and experimental development (“SR&ED”) carryforwards		5,352			4,959
Harmonization asset		677			617
Share issue costs		831			1,913
Investment tax credits		4,564			4,648
Accounts payable and accrued liabilities		4,759			8,986
Difference between tax and book value of debentures		—			(6,308	)
Difference between tax and book value of capital and intangible assets		(8,252	)		(9,208	)
Difference between tax and book value of loan receivable		31			—
Total future income tax asset		28,443			20,709
Valuation allowance		(7,626	)		(4,474	)
Net future income tax asset	$	20,817		$	16,235

Management has assigned probabilities to the Company’s expected future taxable income based on significant risk factors, sensitivity analysis and timing of non-capital tax losses. The amount of the future income tax asset considered realizable could change materially in the near term, based on future taxable income during the carryforward period. The valuation allowance consists of $4,638 in Canada and $2,988 in the U.S.

As at December 31, 2012, the Company had unused non-capital tax losses of approximately $54,821 (2011 – $42,706) and SR&ED expenditure pool totaling $20,198 (2011 – $19,606) that are due to expire as follows:

	SR&ED Expenditure  Pool		Tax Losses
2025	$	—	$	11,882
2026		—		444
2027		—		91
2028		—		—
2029		—		3,877
2030		—		30,145
2031		—		988
2032		—		7,394
Indefinite		20,198		—
	$	20,198	$	54,821

The Company also has investment tax credits of $6,159, that expire in various amounts from 2017 to 2032, and $22,068 of capital losses carried forward with no expiry date. Investment tax credits, which are earned as a result of qualifying SR&ED expenditures, are recognized and applied to reduce income tax expense in the year in which the expenditures are made and their realization is reasonably assured.

In addition, the Company has approximately $7,970 of net operating loss carry forwards available for U.S. income tax purposes to reduce taxable income of future years that expire in various amounts from 2021 to 2031.

A reconciliation of the beginning and ending amounts of uncertain income tax benefits for the years ended December 31, 2012 and 2011 is as follows:

	2012		2011
Balance at January 1	$	—	$	—
Tax postions related to current year:
Additions		—		—
Reductions		—		—
Tax postions related to prior years:
Additions		—		—
Reductions		—		—
Balance at December 31	$	—	$	—

The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax provision. At December 31, 2012 and 2011, there were no interest or penalties included in the income tax provision.

The Company files Canadian and U.S. federal and state income tax returns. The Company is subject to examination by the tax authorities for the tax years ended 2008 through 2011.

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2012

Schedule of Aggregate Minimum Annual Lease Payments under Operating Lease

The Company has lease agreements for office space and equipment with terms extending to 2016. The aggregate minimum annual lease payments under these agreements are as follows:

	Amount
2013	$	583
2014		515
2015		492
2016		246
2017 and thereafter		—
	$	1,836

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Taxes - Significant Components of Future Income Tax Assets and Liabilities (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Component Of Net Income Tax Assets And Liabilities [Line Items]
Tax loss carryforwards	$ 20,481	$ 15,102
Scientific research and experimental development ("SR&ED") carryforwards	5,352	4,959
Harmonization asset	677	617
Share issue costs	831	1,410
Investment tax credits	4,564	4,648
Accounts payable and accrued liabilities	4,759	8,986
Total future income tax asset	28,443	20,709
Valuation allowance	(7,626)	(4,474)
Net future income tax asset	20,817	16,235
Debentures [Member]
Component Of Net Income Tax Assets And Liabilities [Line Items]
Difference between tax and book value		(6,308)
Capital and intangible assets [Member]
Component Of Net Income Tax Assets And Liabilities [Line Items]
Difference between tax and book value	(8,252)	(9,208)
Loan receivable [Member]
Component Of Net Income Tax Assets And Liabilities [Line Items]
Difference between tax and book value	$ 31

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Patent Finance Obligation - Schedule of Principal Repayments (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Long Term Debt Maturities Repayments Of Principal [Line Items]
2013	$ 2,547
2014	2,670
2015 and thereafter

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Commitments and Contingencies - Schedule of Aggregate Minimum Annual Lease Payments under Operating Lease (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Commitment And Contingencies [Line Items]
2013	$ 583
2014	515
2015	492
2016	246
2017 and thereafter
Total annual lease payments	$ 1,836

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Consolidated Statements of Operations (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Revenue
Royalties	$ 87,960	$ 104,813
Brokerage		996
Total Revenue	87,960	105,809
Operating expenses
Cost of revenue	55,503	72,467
Research and development	8,887	7,792
Marketing, general and administration	12,858	20,294
Realized foreign exchange (gain) loss	22	(1,958)
Unrealized foreign exchange (gain) loss	(5,213)	2,997
Transaction costs		3,044
Restructuring charges (Note 14)	418
Total operating expenses	72,475	104,636
Earnings from operations	15,485	1,173
Investment income	1,277	5,654
Interest expense	(1,247)	(4,218)
Debenture financing, net (Note 9)	(31,138)	20,747
Earnings (loss) before income taxes	(15,623)	23,356
Provision for (recovery of) income tax expense (Note 3)
Current	3,480	3,275
Deferred	(4,583)	(11,716)
Total Income tax Expense	(1,103)	(8,441)
Net earnings (loss)	(14,520)	31,797
Other comprehensive income
Cumulative translation adjustment		(9,830)
Comprehensive income (loss)	$ (14,520)	$ 21,967
Earnings (loss) per share (Note 11(g))
Basic	$ (0.12)	$ 0.26
Diluted	$ (0.12)	$ 0.25
Weighted average number of common shares
Basic	121,451,967	122,741,326
Diluted	121,451,967	124,999,644

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Loan Receivable - Carrying Value of Term Loan Facility (Parenthetical) (Detail)	Dec. 31, 2012	Oct. 19, 2012
Noncancelable Obligations Future Minimum Payments Due [Line Items]
Percentage of interest on term loan facility	15.00%	15.00%

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Nature of Business

12 Months Ended

Dec. 31, 2012

Nature of Business

1. NATURE OF BUSINESS

Wi-LAN Inc. (“WiLAN” or the “Company”) is an intellectual property licensing company which develops, acquires, and licenses and otherwise enforces a range of patented technologies which are utilized in products in the communications and consumer electronics markets. The Company generates revenue by licensing its patents to companies that sell products utilizing technologies including: Wi-Fi, WiMAX, LTE, CDMA, DSL, DOCSIS, Bluetooth and V-Chip. The Company also generates revenue by licensing patent portfolios on behalf of third-party patent holders and, if necessary, the enforcement of their patented technologies.

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Share Capital - Additional Information (Detail)	3 Months Ended	12 Months Ended						12 Months Ended
	Mar. 31, 2012 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2012 CAD	Dec. 31, 2011 USD ($)	Dec. 31, 2011 CAD	Dec. 31, 2012 Security Based Compensation Arrangements [Member]	Dec. 31, 2012 DSU Plan [Member]	Dec. 31, 2012 Employee Purchase Plan [Member]	Dec. 31, 2012 Employee Purchase Plan [Member] Minimum [Member]	Dec. 31, 2012 Employee Purchase Plan [Member] Maximum [Member]
Special preferred, redeemable, retractable, non-voting, Shares Authorized		6,350.9	6,350.9
Net proceeds				$ 71,992	72,104
Gross proceeds				76,181	75,240
Sale of common shares				11,400,000	11,400,000
Common share price				$ 6.68	6.60
Purchase of common shares under 2011 NCIB		9,500,000	9,500,000	6,183,347	6,183,347
Repurchased common shares under 2011 NCIB	1,975,100	2,925,100	2,925,100	527,700	527,700
Repurchased common shares under 2011 NCIB, Value	10,836,000	10,362,000		2,871,000
Common shares outstanding, Percent						10.00%
Common shares authorized for issuance							246,348	360,800
Options vesting period									3 years	4 years
Options vesting, Expiration date								6 years
Weighted average fair value per option granted			1.65		2.32
Intrinsic value of options exercised		2,966		11,019
Intrinsic value of exercisable options		2,989
Fair value of options vested		4,266
Unrecognized stock-based compensation costs, net of expected forfeitures		6,260
Recognized over a weighted average period		1 year 10 months 21 days	1 year 10 months 21 days
Stock-based compensation		3,894,000		4,228,000
Stock options cancelled		1,123,396	1,123,396	292,999	292,999
Deferred Stock Unit issued and outstanding		79,792	79,792	73,658	73,658
Liability recorded in respect of the outstanding DSUs		366		427
Deferred Stock Unit granted to directors		6,134	6,134
Restricted Share Units vested liability recorded		$ 1,156		$ 1,276
Restricted stock units cancelled		75,581	75,581	81,612	81,612
Anti-dilutive effect of options		987,893	987,893

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Significant Accounting Policies - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2012 Maximum [Member]
Impact Of Change In Functional Currency For Property, Plant & Equipment, Finite Intangible Assets, And Goodwill [Line Items]
Non-current assets	$ 12,940
Deferred tax	$ 3,110
Estimated useful life		20 years

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Share Capital - Estimated Fair Value of Options Granted, Weighted Average Assumptions (Detail)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk free interest rate	1.30%	1.90%
Volatility	49.00%	55.00%
Expected option life (in years)	3 years 7 months 6 days	3 years 7 months 6 days
Dividend yield	2.10%	1.20%
Forfeiture rate	9.40%	8.80%

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Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2012

Depreciation is Calculated on Straight-Line Basis Over Estimated Useful Lives of Assets

Furniture and equipment are carried at cost less accumulated depreciation. Depreciation is calculated on the straight-line basis over the estimated useful lives of the assets as follows:

Leasehold improvements	term of the lease
Computer equipment and software	3 years
Furniture and equipment	5 years

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Significant Accounting Policies - Depreciation is Calculated on Straight-Line Basis Over Estimated Useful Lives of Assets (Detail)	12 Months Ended
	Dec. 31, 2012
Leasehold improvements [Member]
Interest Cost Capitalized And Depreciation And Amortization Expenses For Property, Plant and Equipment [Line Items]
Leasehold improvements	term of the lease
Computer equipment and software [Member]
Interest Cost Capitalized And Depreciation And Amortization Expenses For Property, Plant and Equipment [Line Items]
Estimated useful lives of assets	3 years
Furniture and equipment [Member]
Interest Cost Capitalized And Depreciation And Amortization Expenses For Property, Plant and Equipment [Line Items]
Estimated useful lives of assets	5 years

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Loan Receivable (Tables)

12 Months Ended

Dec. 31, 2012

Carrying Value of Term Loan Facility

As at December 31, 2012, the carrying value of the term loan facility is as follows:

	As at December 31, 2012			As at December 31, 2011
15% Term loan facility	$	1,000		$	—
Unamortized discount		(119	)		—
Accrued interest		30			—
Net carrying amount	$	911		$	—

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Share Capital - Summary of Restricted Stock Unit Activity (Detail)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Schedule Of Stock Option Activity [Line Items]
Beginning Balance	559,746	467,120
Granted	274,900	342,750
Settled	(235,879)	(168,512)
Forfeited	(75,581)	(81,612)
Ending Balance	523,186	559,746

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Significant Accounting Policies

12 Months Ended

Dec. 31, 2012

Significant Accounting Policies

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with the generally accepted accounting principles in the United States of America (“U.S. GAAP”). The consolidated financial statements of WiLAN include the accounts of WiLAN and its wholly owned subsidiaries. All inter-company transactions and balances have been eliminated in the consolidated financial statements.

Effective January 1, 2011, the Company determined that its functional currency had changed from the Canadian dollar to the U.S. dollar. Concurrent with this change in functional currency, the Company adopted the U.S. dollar as its reporting currency. The change in functional currency on January 1, 2011, resulted in a reduction in the net book value of the Company’s non-current assets of $12,940 (net of the deferred tax impact of $3,110) which has been applied to the Company’s Cumulative Translation Adjustment within Accumulated Other Comprehensive Income.

Litigation expense, which had previously been classified as marketing, general and administration, is now classified as cost of revenue and the prior year comparatives have been adjusted accordingly to conform to the current year’s presentation.

The significant accounting policies are summarized below:

Estimates and Assumptions

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the years. Actual results could differ from those estimates.

Revenue Recognition

The Company’s revenue consists principally of royalty revenue from licensing its own patent portfolio and brokerage revenue. The Company also generates royalty revenue from licensing patent portfolios on behalf of third-party patent holders. The Company considers revenue to be earned when it has persuasive evidence of an arrangement, the obligation has been fulfilled in accordance with the terms of the licensing agreement, including delivery and acceptance, and collection is reasonably assured. The Company defers recognizing revenue until such time as all criteria are met. Determination of whether or not these criteria have been met may require the Company to make judgments, assumptions and estimates based upon current information and historical experience.

The Company’s royalty revenues consist of fixed fee and running royalty payments. Royalties from fixed fee royalty arrangements may consist of one or more installments of cash or in-kind property, such as patents. Royalties from running royalty arrangements can be based on either a percentage of sales or number of units sold for which the Company earns royalties at the time the licensees’ sales occur. The licensees are obligated to provide the Company with

quarterly or semi-annual royalty reports and these reports are typically received subsequent to the period in which the licensees underlying sales occurred. The Company recognizes revenue from these arrangements as amounts become due and collection is reasonably assured.

As part of the licensing agreements with third parties, the Company is able to recover certain out-of-pocket expenses and legal costs. These amounts are included in revenue in the period which the aforementioned revenue criteria is met and the amounts become reimbursable.

The Company’s brokerage revenue consists of the sale of patents from within its portfolio and recognizes revenue when it is earned. The Company considers brokerage revenue to be earned when it has persuasive evidence of an arrangement, the obligation has been fulfilled in accordance with the terms of the agreement, including delivery and acceptance and collection is reasonably assured.

Revenue arrangements with extended payment terms, where fees are fixed in one or more installments of cash and which contain terms that could impact the amounts ultimately collected, are generally recognized as collection becomes assured.

Stock-based Compensation

The Company has a share option plan (“Option Plan”) for certain employees, directors and consultants. The Company accounts for stock options using the fair value method. Compensation expense is measured at the estimated fair value of the options at the date of grant and charged to earnings on a straight-line basis over the vesting periods. The amount expensed is credited to additional paid-in capital in the period. Upon the exercise of stock options, cash received is credited to share capital together with any amount previously credited to additional paid-in capital related to the options exercised.

Deferred Stock Units (“DSUs”)

The Company has a DSU plan for certain employees and directors. The DSUs vest immediately and the Company has the right to settle the DSUs in either cash or by the issuance of common shares. The liability for outstanding units and related expense for the DSUs are adjusted to reflect the market value of the common shares at each balance sheet date.

Restricted Share Units (“RSUs”)

The Company has a RSU plan for certain employees and directors. Under the RSU plan, units are settled in cash based on the market value of WiLAN’s common shares on dates the RSUs vest. The accrued liability and related expense for the RSUs are adjusted to reflect the market value of the common shares at each balance sheet date.

Income Taxes

The Company uses the liability method of accounting for income taxes. Deferred income tax assets and liabilities are determined based on the difference between the accounting and tax bases of the assets and liabilities and measured using the substantively enacted tax rates that are expected to be in effect when the differences are estimated to be reversed. In assessing the realizability of deferred income tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The realization of deferred income tax assets is dependent upon the generation of sufficient future taxable income during the periods prior to the expiration of the associated tax attributes.

Cost of Revenue

Costs incurred in cost of revenue, which includes patent licensing expenses, royalty obligations, cost of patents sold through brokerage activities, staff costs (including stock-based compensation) and other costs incurred in conducting license negotiations as well as litigation and amortization expense related to acquired patents, are expensed as incurred.

Research and Development (“R&D”)

Costs incurred in R&D, which include engineering expenses, such as staff costs (including stock-based compensation) and certain external consultants related to the development efforts, as well as, the expenses related to the management of the patent portfolio, are expensed as incurred.

Marketing, General, and Administration (“MG&A”)

Costs incurred in MG&A, represent the cost of corporate services including facilities, executive management, finance, corporate legal, human resources, office administration, marketing and communications, information technology and all costs associated with being a public company, are expensed as incurred.

Computation of Earnings (Loss) Per Share

Basic earnings/loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted earnings/loss per share is computed using the treasury stock method.

Foreign Currency Translation

The Company’s functional currency is U.S. dollars; monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars at exchange rates prevailing at the balance sheet date.

The Company enters into forward foreign exchange contracts, from time to time, to manage its exposure to currency rate fluctuations related primarily to future cash inflows and outflows of Canadian dollars. The Company does not hold or issue derivative financial instruments for trading or speculative purposes and it has chosen not to designate them as hedges. Therefore these contracts must be designated as “held for trading” on the balance sheet and fair valued each quarter. The resulting gain or loss on the valuation of these financial instruments is included in net earnings/loss.

Cash and Cash Equivalents

Cash and cash equivalents comprise cash in bank accounts, term deposits and Guaranteed Investment Certificates (“GICs”) with maturities of three months or less at the date of the investment.

Short-term Investments

Short-term investments are designated as “held to maturity” and accounted for at amortized cost using the effective interest rate method. Short-term investments comprise GICs with maturities of one year or less at the date of investment and their carrying value approximates their fair value.

Loan Receivable

Loan receivable is accounted for at amortized cost using the effective interest rate method.

Furniture and Equipment

Furniture and equipment are carried at cost less accumulated depreciation. Depreciation is calculated on the straight-line basis over the estimated useful lives of the assets as follows:

Leasehold improvements	term of the lease
Computer equipment and software	3 years
Furniture and equipment	5 years

Patents and Other Intangibles

Patents and other intangibles are carried at cost less accumulated amortization. Amortization is calculated on the straight-line basis over the estimated useful life or the remaining term of the patent (up to 20 years), whichever is less. The carrying value of patents and other intangibles is reviewed for impairment when events or circumstances indicate that the carrying amount may not be recoverable. The need for impairment is assessed by comparing the carrying value to the estimated undiscounted future cash flows to be generated by those assets. If this assessment indicates that the carrying value of the patents and other intangibles is not recoverable, the carrying value is then compared with the estimated fair value of the assets and the carrying value is written down to the estimated fair value.

Goodwill

Goodwill is recorded as at the date of the business combination and represents the excess of the purchase price of acquired businesses over the fair value assigned to identifiable assets acquired and liabilities assumed. Goodwill is not amortized, but is tested for impairment annually or more frequently if events or changes in circumstances indicate the asset might be impaired.

The impairment test is carried out in two steps. In the first step, the carrying value of the reporting unit including goodwill is compared with its fair value. When the fair value of a reporting unit exceeds its carrying value, goodwill of the reporting unit is considered not to be impaired and the second step is unnecessary. The Company has one reporting unit.

In the event the fair value of the reporting unit, including goodwill, is less than the carrying value, the implied fair value of the reporting unit’s goodwill is compared with its carrying value to measure the amount of any impairment loss. When the carrying value of goodwill in the reporting unit exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess.

Business Segment Information

The Company has one operating segment; Intellectual Property. The Company generates the majority of its revenues in U.S. dollars from several geographic regions; however it has allocated its revenues to the location in which the license originated. All licenses are issued in Canada and therefore all revenues are attributed to Canada.

Adoption of accounting pronouncements

In May 2011, the FASB issued ASU No. 2011-04 (Topic 820) to amend fair value measurement and disclosure requirements to achieve common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards. The Company adopted this guidance in the first quarter of 2012 and the adoption did not have a material impact on the Company’s consolidated financial statements.

In September 2011, the FASB issued ASU No. 2011-08 (Topic 350) to amend the test for goodwill impairment and permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as the basis for determining whether it is necessary to perform the two-step goodwill impairment test. The Company adopted this guidance in the first quarter of 2012 and the adoption did not have a material impact on the Company’s consolidated financial statements.

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Current assets
Cash and cash equivalents	$ 175,246	$ 432,186
Short-term investments	1,617	1,524
Accounts receivable (Note 12)	1,139	2,153
Prepaid expenses and deposits	314	290
Deferred financing costs		1,716
Total Current Assets	178,316	437,869
Loan receivable (Note 4)	911
Furniture and equipment, net (Note 5)	1,272	1,769
Patents and other intangibles, net (Note 6)	116,846	118,645
Deferred tax asset (Note 3)	20,817	18,086
Goodwill	12,623	12,623
Total Assets	330,785	588,992
Current liabilities
Accounts payable and accrued liabilities (Note 10)	22,406	22,169
Due to related party (Note 10)		7,102
Current portion of patent finance obligation (Note 8)	2,547	2,458
Deferred tax liability (Note 3)		1,851
Debentures (Note 9)		203,855
Total Current Liabilities	24,953	237,435
Patent finance obligation (Note 8)	2,670	5,189
Success fee obligation (Note 10)	10,900	15,212
Total Liabilities	38,523	257,836
Commitments and contingencies (Note 13)
Shareholders' equity
Capital stock (Note 11(c))	431,067	436,606
Additional paid-in capital (Note 11(d))	11,074	14,061
Accumulated other comprehensive income	16,225	16,225
Deficit	(166,104)	(135,736)
Total Stockholders' Equity	292,262	331,156
Total Liabilities and Stockholders' Equity	$ 330,785	$ 588,992

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Financial Instruments

12 Months Ended

Dec. 31, 2012

Financial Instruments

12. FINANCIAL INSTRUMENTS

The Company is exposed to a number of risks related to changes in foreign currency exchange rates, interest rates, collection of accounts receivable and loan receivable, settlement of liabilities and management of cash and cash equivalents.

Credit risk

Credit risk is the risk of financial loss to the Company if a licensee or counter-party to a financial instrument fails to meet its contractual obligations. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, accounts receivable and forward foreign exchange contracts.

The Company’s cash and cash equivalents, and short-term investments consist primarily of deposit investments that are held only with Canadian chartered banks. Management does not expect any counter-parties to fail to meet their obligations.

The Company’s loan receivable is a term loan facility which is collateralized by a general security agreement. Management does not expect the borrower to fail to meet its obligations.

The Company’s exposure to credit risk with its accounts receivable from licensees is influenced mainly by the individual characteristics of each licensee. The Company’s licensees are for the most part, manufacturers and distributors of telecommunications and consumer electronics products primarily located in the United States, Canada, Taiwan, Korea, Japan, Hong Kong and China. Credit risk from accounts receivable encompasses the default risk of the Company’s licensees. Prior to entering into licensing agreements with new licensees the Company assesses the risk of default associated with the particular company. In addition, on an ongoing basis, management monitors the level of accounts receivable attributable to each licensee and the length of time taken for amounts to be settled and where necessary, takes appropriate action to follow up on those balances considered overdue. The Company has had no significant bad debts for any periods presented.

Two licensees accounted for more than 10% of revenues from royalties for the twelve months ended December 31, 2012 (for the twelve months ended December 31, 2011 – one licensee). Management does not believe that there is significant credit risk arising from any of the Company’s licensees for which revenue has been recognized. However, should one of the Company’s major licensees be unable to settle amounts due, the impact on the Company could be significant. The maximum exposure to loss arising from accounts receivable is equal to their total carrying amounts. At December 31, 2012, one licensee accounted for 10% or more of total accounts receivable (December 31, 2011 – two licensees).

Financial assets past due

The following table provides information regarding the aging and collectability of the Company’s accounts receivable balances as at December 31, 2012:

Current	$	960
Past due 1 – 30 days		39
Past due 31 – 60 days		51
Past due 61 – 90 days		—
Over 91 days past due		282
Less allowance for doubtful accounts		(193	)
Total accounts receivable	$	1,139

The definition of items that are past due is determined by reference to terms agreed with individual licensees. As at the date of this report, approximately $101 of past due amounts have been collected. None of the amounts outstanding have been challenged by the respective licensees and the Company continues to conduct business with them on an ongoing basis. Accordingly, management has no reason to believe that this balance is not fully collectable in the future.

The Company reviews financial assets past due on an ongoing basis with the objective of identifying potential matters which could delay the collection of funds at an early stage. Once items are identified as being past due, contact is made with the respective company to determine the reason for the delay in payment and to establish an agreement to rectify the breach of contractual terms. At December 31, 2012, the Company had a provision for doubtful accounts of $193 (2011 – $25) which was made against accounts receivable where collection efforts to date have been unsuccessful.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s objective in managing liquidity risk is to ensure that it has sufficient liquidity available to meet its liabilities when due.

At December 31, 2012, the Company had cash and cash equivalents and short-term investments of $176,863, credit facilities of $8,000 and accounts receivable of $1,139 available to meet its obligations.

Market risk

Market risk is the risk to the Company that the fair value of future cash flows from its financial instruments will fluctuate due to changes in interest rates and foreign currency exchange rates. Market risk arises as a result of the Company generating revenues in foreign currencies.

Interest rate risk

The only financial instruments that expose the Company to interest rate risk are its cash and cash equivalents and short-term investments. The Company’s objectives of managing its cash and cash equivalents and short-term investments are to ensure sufficient funds are maintained on hand at all times to meet day to day requirements and to place any amounts which are considered in excess of day to day requirements on short-term deposit with the Company’s banks so that they earn interest. When placing amounts of cash and cash equivalents into short-term investments, the Company only places investments with Canadian chartered banks and ensures that access to the amounts placed can be obtained on short-notice.

Currency risk

A portion of WiLAN’s revenues and operating expenses are denominated in Canadian dollars. Because the Company reports its financial performance in US dollars, WiLAN’s operating results are subject to changes in the exchange rate of the Canadian dollar relative to the US dollar. Any decrease in the value of the Canadian dollar relative to the US dollar has an unfavourable impact on Canadian denominated revenues and a favourable impact on Canadian denominated operating expenses. Recently, increases in the value of the Canadian dollar relative to the US dollar have had a negative impact on WiLAN’s Canadian dollar denominated operating expenses. Approximately 16% of the Company’s cash and cash equivalents and short term investments are denominated in Canadian dollars and are subject to changes in the exchange rate of the Canadian dollar relative to the US dollar. The recent increases in the value of the Canadian dollar relative to the US dollar have had a positive impact on WiLAN’s Canadian dollar denominated cash and cash equivalents, and short-term investments.

The Company may manage the risk associated with foreign exchange rate fluctuations by, from time to time, entering into forward foreign exchange contracts and engaging in other hedging strategies. To the extent that WiLAN engages in risk management activities related to foreign exchange rates, it may be subject to credit risks associated with the counterparties with whom it contracts.

The Company’s objective in obtaining forward foreign exchange contracts is to manage its risk and exposure to currency rate fluctuations related primarily to future cash inflows and outflows of Canadian dollars. The Company does not use forward foreign exchange contracts for speculative or trading purposes.

As of December 31, 2012, the Company did not have any forward foreign exchange contracts.

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Document and Entity Information	12 Months Ended
	Dec. 31, 2012
Entity Information [Line Items]
Document Type	40-F
Amendment Flag	false
Document Period End Date	Dec. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	FY
Trading Symbol	WILN
Entity Registrant Name	Wi-LAN Inc.
Entity Central Index Key	0001518419
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Common Stock, Shares Outstanding	121,540,562

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2012

Commitments and Contingencies

13. COMMITMENTS AND CONTINGENCIES

a) Litigation

The Company, in the course of its normal operations, is subject to claims, lawsuits and contingencies. Accruals are made in instances where it is probable that liabilities may be incurred and where such liabilities can be reasonably estimated. Although it is possible that liabilities may be incurred in instances for which no accruals have been made, WiLAN has no reason to believe that the ultimate outcome of these matters would have a significant impact on its consolidated financial position.

Management has evaluated the likelihood of an unfavourable outcome and determined that no amount should be accrued with respect to any outstanding matters.

b) Operating lease

The Company has lease agreements for office space and equipment with terms extending to 2016. The aggregate minimum annual lease payments under these agreements are as follows:

	Amount
2013	$	583
2014		515
2015		492
2016		246
2017 and thereafter		—
	$	1,836

c) Other

As partial consideration for patents acquired in September 2007, the Company agreed to future additional payments, not to exceed $4,000, contingent upon the ongoing enforceability of the patents and based on revenues produced from licensing or selling the patents. To date, there have been no licensing revenues produced from these patents and no amounts have been accrued to this counterparty in respect of this commitment.

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Consolidated Statements of Cash Flow (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Cash generated from (used in) Operations
Net earnings (loss)	$ (14,520)	$ 31,797
Non-cash items
Stock-based compensation	3,894	4,228
Depreciation and amortization	25,693	22,785
Extinguishment of conversion feature		(66,679)
Foreign exchange loss	7,910	5,796
Deferred financing costs	1,746	4,195
Accretion of debt discount	25,175	41,737
Discount on loan receivable	121
Disposal of patents		704
Deferred income tax recovery	(4,583)	(11,716)
Accrued interest (income) expense	(32)	4,218
Long term portion of success fee		15,212
Total Non-cash items	45,404	52,277
Change in non-cash working capital balances
Accounts receivable	1,014	85
Prepaid expenses and deposits	(475)	(77)
Payments associated with success fee obligation	(12,685)
Accounts payable and accrued liabilities	7,831	15,785
Due to related party	(7,102)
Cash generated from operations	33,987	68,070
Financing
Proceeds on sale of common shares, net		71,992
Dividends paid	(14,617)	(10,668)
Proceeds from issuance (repayment) of convertible debentures	(233,247)	226,749
Debentures repurchased under normal course issuer bid		(1,535)
Common shares repurchased under normal course issuer bid	(15,729)	(2,871)
Common shares issued for cash on the exercise of options	3,078	6,086
Common shares issued for cash from Employee Share Purchase Plan	231	182
Cash (used in) generated from financing	(260,284)	289,935
Investing
Sale (purchase) of short-term investments	(93)	25,473
Loan receivable	(1,000)
Purchase of furniture and equipment	(403)	(1,907)
Purchase of patents and other intangibles	(25,425)	(19,753)
Cash (used in) generated from investing	(26,921)	3,813
Foreign exchange gain (loss) on cash held in foreign currency	(3,722)	(12,268)
Net cash and cash equivalents (used in) generated in the period	(256,940)	349,550
Cash and cash equivalents, beginning of period	432,186	82,636
Cash and cash equivalents, end of period	$ 175,246	$ 432,186

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Goodwill

12 Months Ended

Dec. 31, 2012

Goodwill

7. GOODWILL

At December 31, 2012 and 2011, the fair value of the reporting unit exceeded its carrying value. Accordingly, the Company determined that goodwill was not impaired and no further testing was performed.

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Patents

12 Months Ended

Dec. 31, 2012

Patents

6. PATENTS

	Cost		Accumulated Amortization		Net Book Value
As at December 31, 2012
Patents and other intangibles	$	222,574	$	105,728	$	116,846
As at December 31, 2011
Patents and other intangibles	$	199,898	$	81,253	$	118,645

The Company purchased patents and other intangibles totaling $22,676 during 2012 (2011 – $26,964) and recorded amortization expense of $24,794 (2011 – $21,645).

The estimated future amortization expense of patents as of December 31, 2012 was as follows:

Year ending December 31:	Amount
2013	$	25,337
2014		24,921
2015		24,560
2016		17,394
2017		6,720
	$	98,932

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Taxes (Tables)

12 Months Ended

Dec. 31, 2012

Reconciliation of Expected Provision for Income Tax Recovery/Expense

The reconciliation of the expected provision for income tax recovery/expense to the actual provision for income tax recovery/expense reported in the consolidated statements of operations is as follows:

	2,012			2,011
Earnings (loss) before income taxes	$	(15,623	)	$	23,356
Expected income tax expense (recovery) at Canadian statutory income tax rate of 26.5% (2011 – 28.25%)		(4,141	)		6,598
Permanent differences		1,040			811
Effect of change in future expected tax rates		(1,199	)		(1,287	)
Effect of change to U.S. GAAP and functional currency		—			(4,685	)
Reversal of previously recognized foreign tax credits		(84	)		—
Foreign withholding taxes paid		129			264
Increase (decrease) in valuation allowance		3,152			(10,142	)
Provision for income tax (recovery) expense	$	(1,103	)	$	(8,441	)

Significant Components of Future Income Tax Assets and Liabilities

The significant components of the Company’s future income tax assets and liabilities are as follows:

	2012			2011
Tax loss carryforwards	$	20,481		$	15,102
Scientific research and experimental development (“SR&ED”) carryforwards		5,352			4,959
Harmonization asset		677			617
Share issue costs		831			1,913
Investment tax credits		4,564			4,648
Accounts payable and accrued liabilities		4,759			8,986
Difference between tax and book value of debentures		—			(6,308	)
Difference between tax and book value of capital and intangible assets		(8,252	)		(9,208	)
Difference between tax and book value of loan receivable		31			—
Total future income tax asset		28,443			20,709
Valuation allowance		(7,626	)		(4,474	)
Net future income tax asset	$	20,817		$	16,235

Summary of Tax Losses and Scientific Research and Experimental Development Expenditure

As at December 31, 2012, the Company had unused non-capital tax losses of approximately $54,821 (2011 – $42,706) and SR&ED expenditure pool totaling $20,198 (2011 – $19,606) that are due to expire as follows:

	SR&ED Expenditure  Pool		Tax Losses
2025	$	—	$	11,882
2026		—		444
2027		—		91
2028		—		—
2029		—		3,877
2030		—		30,145
2031		—		988
2032		—		7,394
Indefinite		20,198		—
	$	20,198	$	54,821

Reconciliation of Beginning and Ending Amounts of Unrecognized Income Tax Benefits

A reconciliation of the beginning and ending amounts of uncertain income tax benefits for the years ended December 31, 2012 and 2011 is as follows:

	2012		2011
Balance at January 1	$	—	$	—
Tax postions related to current year:
Additions		—		—
Reductions		—		—
Tax postions related to prior years:
Additions		—		—
Reductions		—		—
Balance at December 31	$	—	$	—

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Restructuring Charges

12 Months Ended

Dec. 31, 2012

Restructuring Charges

14. RESTRUCTURING CHARGES

During June 2012, the Company undertook a workforce reduction which resulted in a restructuring charge of $418. The components of the charge included $300 for severance, benefits and other costs associated with the termination of the affected employees, and $118 for lease obligations. In addition, the Company wrote-off $209 of assets related to this workforce reduction which was included in marketing, general and administration expense.

The following table summarizes details of the Company’s restructuring charges and related reserves:

Description	Workforce Reduction			Lease Obligation			Total
Charges	$	300		$	118		$	418
Cash payments		(300	)		(21	)		(321	)
Balance of provision as at December 31, 2012	$	—		$	97		$	97

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Accounts Payable and Accrued Liabilities

12 Months Ended

Dec. 31, 2012

Accounts Payable and Accrued Liabilities

10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	As at December 31, 2012		As at December 31, 2011
Trade payables	$	7,655	$	2,419
Accrued compensation		2,198		2,609
Accrued legal costs		2,513		278
Dividends		4,272		3,041
Success fee obligation		4,401		12,774
Accrued other		1,367		1,048
	$	22,406	$	22,169

The due to related party was a one-time payment of $7,102 for the incentive buy-out to extinguish the Chief Executive Officer’s contracted right to 2% of gross revenues that had been earned, resulting from the amendment of his employment agreement. The related party transaction was measured at the exchange amount and is not repayable.

The success fee obligation is pursuant to the Company’s engagement with a law firm for which the law firm is entitled to a percentage of proceeds actually received from certain license agreements signed by the Company related to certain litigation matters the law firm was representing the Company. Should the Company collect these amounts as contemplated in the agreements, the law firm will be entitled to the entire success fee of $27,986. The current and long term portion of this liability is reflected as follows:

	As at December 31, 2012			As at December 31, 2011
Success fee obligation	$	15,301		$	27,986
Current portion		(4,401	)		(12,774	)
	$	10,900		$	15,212

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Share Capital - Components of Common Shares Issued and Outstanding (Detail)	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Schedule Of Common Stock [Line Items]
Common shares	121,540,562	123,236,813	109,722,975
Total common shares outstanding including convertible equity instruments	129,806,303	132,132,451
Stock options [Member]
Schedule Of Common Stock [Line Items]
Securities convertible into common shares, Stock options	8,185,949	8,821,980
DSU Plan [Member]
Schedule Of Common Stock [Line Items]
Securities convertible into common shares, Deferred stock units (DSUs)	79,792	73,658

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Patent Finance Obligation

12 Months Ended

Dec. 31, 2012

Patent Finance Obligation

8. PATENT FINANCE OBLIGATION

On January 27, 2011, the Company acquired certain patents for future considerations while entering into a licensing agreement with the same counter-party. The Company has accounted for the non-monetary transaction at fair value using the income approach to value the patents acquired. To estimate the fair value, the Company considered the estimated future royalties, related costs and applied a discount rate of 16.5%.

The obligation is based on the quarterly discounted payment stream of $688 and an effective interest rate of 4.75%. The current and long term portion of this obligation is reflected as follows:

	As at December 31, 2012			As at December 31, 2011
Patent finance obligation, due December 27, 2014	$	5,217		$	7,647
Current portion		(2,547	)		(2,458	)
	$	2,670		$	5,189

Principal repayments are expected to be as follows:

2013	$	2,547
2014	$	2,670
2015 and thereafter	$	—

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Convertible Debentures

12 Months Ended

Dec. 31, 2012

Convertible Debentures

9. CONVERTIBLE DEBENTURES

On January 31, 2012, the Company repaid in cash the aggregate principal amount of the outstanding Debentures of CDN $228,456 and accrued and unpaid interest of CDN $5,445.

Debenture financing costs for the years ended December 31, 2012 and 2011 were as follows:

	2012			2011
Accretion of debt discount	$	(25,175	)	$	(41,737	)
Financing costs		(1,746	)		(4,195	)
Foreign exchange loss on debenture		(4,217	)		—
Extinguishment of conversion feature		—			66,679
	$	(31,138	)	$	20,747

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Share Capital

12 Months Ended

Dec. 31, 2012

Share Capital

11. SHARE CAPITAL

a) Authorized

Unlimited number of common shares.

6,350.9 special preferred, redeemable, retractable, non-voting shares.

An unlimited number of preferred shares, issuable in series.

b) Issued and Outstanding

The issued and outstanding common shares of WiLAN, along with equity instruments convertible into common shares, are as follows:

	As at December 31, 2012		As at December 31, 2011
Common shares		121,540,562		123,236,813
Securities convertible into common shares
Stock options		8,185,949		8,821,980
Deferred stock units (DSUs)		79,792		73,658
		129,806,303		132,132,451

As at December 31, 2011, no preferred shares or special preferred shares were issued or outstanding.

c) Common Shares

	Number			Amount
December 31, 2010		109,722,975		$	355,709
Issued on exercise of stock options		2,599,738			6,086
Issued on sale of shares under Employee Share Purchase Plan		41,800			182
Issued on sale of shares in January 2011		11,400,000			71,992
Repurchased under normal course issuer bid		(527,700	)		(2,871	)
Transfer to additional paid in capital pursuant to normal course issuer bid		—			1,003
Transfer from additional paid-in capital on exercise of options		—			3,095
Tax benefit related to share issuance costs		—			1,410
December 31, 2011		123,236,813		$	436,606
Issued on exercise of stock options		1,173,249			3,078
Transfer from additional paid-in capital on exercise of options		—			1,514
Issued on sale of shares under Employee Share Purchase Plan		55,600			231
Repurchased under normal course issuer bid		(2,925,100	)		(10,362	)
December 31, 2012		121,540,562		$	431,067

During the year ended December 31, 2011, the Company raised net proceeds of $71,992 (CDN $72,104) (gross proceeds of $76,181 or CDN $75,240) through the sale of 11,400,000 common shares by way of short form prospectus. The financing was priced at $6.68 per common share (CDN $6.60 per common share).

The Company paid quarterly cash dividends as follows:

	2012				2011
	Per Share		Total		Per Share		Total
1st Quarter	$	0.025	$	3,041	$	0.0125	$	1,314
2nd Quarter		0.030		3,679		0.0250		3,107
3rd Quarter		0.030		3,663		0.0250		3,148
4th Quarter		0.035		4,234		0.0250		3,099
	$	0.120	$	14,617	$	0.0875	$	10,668

The Company declared quarterly dividends as follows:

	2012		2011
1st Quarter	$	0.030	$	0.025
2nd Quarter		0.030		0.025
3rd Quarter		0.035		0.025
4th Quarter		0.035		0.025

On December 13, 2011, the Company received regulatory approval to make a normal course issuer bid (the “2011 NCIB”) through the facilities of the TSX. Under the 2011 NCIB, the Company was permitted to purchase up to 6,183,347 common shares. The 2011 NCIB commenced on December 15, 2011 and was completed on March 3, 2012. The Company repurchased 1,975,100 common shares under the 2011 NCIB during the three months ended March 31, 2012 for a total of $10,836.

On March 13, 2012, the Company received regulatory approval to make a normal course issuer bid (the “2012 NCIB”) through the facilities of the TSX. Under the 2012 NCIB, the Company is permitted to purchase up to 9,500,000 common shares. The 2012 NCIB commenced on March 15, 2012 and was completed on December 13, 2012. The Company repurchased 950,000 common shares under the 2012 NCIB for a total of $4,893.

d) Stock Options

WiLAN has an Option Plan, a DSU plan, an Employee Stock Purchase Plan, and a RSU plan for its directors, employees and consultants. The current RSU plan calls for settlement only in cash. The Option Plan, the DSU plan and the Employee Stock Purchase Plan are considered “security based compensation arrangements” for the purposes of the TSX. The Company is authorized to issue up to an aggregate of 10% of its outstanding common shares under these “security based compensation arrangements”, with the common shares authorized for issuance under the DSU plan limited to 246,348 and under the Employee Purchase Plan limited to 360,800. The options vest at various times ranging from immediate vesting on grant to vesting over a three to four year period. Options generally have a six year life.

Option activity for the years ended December 31, 2012 and 2011 was as follows:

				Price per Share						Exercisable Options
	Number of Options			Price Range				Weighted Average		Number		Weighted Average		Remaining Life-Years
December 31, 2010		6,843,217		$	0.72	$	5.62	$	2.87		3,185,513	$	2.49		2.54
Granted		4,871,500			5.34		7.09		5.77
Exercised		(2,599,738	)		0.72		5.01		2.30
Forfeited		(292,999	)		1.88		5.52		4.13
December 31, 2011		8,821,980		$	0.72	$	7.09	$	4.60		2,657,192	$	3.12		3.42
Granted		1,660,614			4.94		5.05		5.02
Exercised		(1,173,249	)		1.88		5.01		2.63
Forfeited		(1,123,396	)		1.42		7.09		5.59
December 31, 2012		8,185,949		$	1.42	$	7.09	$	4.83		3,637,490	$	4.21		3.55

The Company uses the Black-Scholes model for estimating the fair value of options granted, with the following weighted average assumptions:

	2012			2011
Risk free interest rate		1.3	%		1.9	%
Volatility		49	%		55	%
Expected option life (in years)		3.6			3.6
Dividend yield		2.1	%		1.2	%
Forfeiture rate		9.4	%		8.8	%

The weighted average fair value per option granted during the year ended December 31, 2012 was CDN $1.65 (2011 – CDN $2.32).

The intrinsic value of options exercised was $2,966 for the year ended December 31, 2012 (2011 – $11,019). Intrinsic value is the total value of exercised options based on the price of the Company’s common shares at the time of the exercise less the proceeds received from the employees to exercise the options.

The intrinsic value of the exercisable options was $2,989 as at December 31, 2012.

The total fair value of options vested was $4,266 for the year ended December 31, 2012.

As of December 31, 2012, there was $6,260 of total unrecognized stock-based compensation costs, net of expected forfeitures, related to unvested stock-based compensation arrangements granted under the stock option plan. This cost is expected to be recognized over a weighted average period of 1.89 years.

Details of the outstanding options at December 31, 2012 are as follows:

Range of Exercise Prices				Outstanding Options at December 31, 2012		Remaining Term of Options in Years		Weighted Average		Exercisable Options at December 31, 2012		Weighted Average
$	—	$	1.00		—		—	$	—		—	$	—
	1.01		2.00		459,763		1.28		1.87		459,763		1.87
	2.01		3.00		780,851		2.78		2.51		780,851		2.51
	3.01		4.00		64,821		3.62		3.39		42,215		3.39
	4.01		7.09		6,880,514		4.58		5.30		2,354,661		5.24
$	1.42	$	7.09		8,185,949		4.21	$	4.83		3,637,490	$	4.21

Stock-based compensation expense for the year ended December 31, 2012 was $3,894 (2011 – $4,228). The following provides a summary of the stock-based compensation expense for the years ended December 31, 2012 and 2011:

	2012		2011
Cost of revenue	$	940	$	748
Research and development		359		737
Marketing, general and administration		2,595		2,743
	$	3,894	$	4,228

During the year ended December 31, 2012, 1,123,396 stock options were cancelled as they related to former employees.

e) Deferred Stock Units

The Company has a Deferred Stock Unit (“DSU”) plan as a tool to assist in the retention of selected employees and directors and to help conserve the Company’s cash position. Under the DSU plan, DSUs may be awarded and will become due when the conditions of retention have been met and employment terminated or completed. The value of each DSU is determined in reference to the Company’s common share price, and the DSU value is payable in either cash or shares at the Company’s option.

DSUs issued and outstanding as at December 31, 2012 were 79,792 (2011 – 73,658). The liability recorded in respect of the outstanding DSUs was $366 as at December 31, 2012 (2011 – $427). The change in the liability is recorded as compensation expense.

During the year ended December 31, 2012, 6,134 DSUs were granted to certain directors in lieu of cash for their quarterly fees earned during the year ended December 31, 2012

f) Restricted Share Units

The Company implemented a Restricted Share Unit (“RSU”) plan for certain employees and directors in January 2007. Under the RSU plan, units are settled in cash based on the market value of WiLAN’s common shares on the dates when the RSUs vest. The accrued liability and related expense for the RSUs are adjusted to reflect the market value of the common shares at each balance sheet date. The liability recorded in respect of the vested RSUs was $1,156 as at December 31, 2012 (2011– $1,276). The change in the liability is recorded as compensation expense.

RSU activity for the years ended December 31, 2012 and 2011 was as follows:

	Number of RSUs
December 31, 2010		467,120
Granted		342,750
Settled		(168,512	)
Forfeited		(81,612	)
December 31, 2011		559,746
Granted		274,900
Settled		(235,879	)
Forfeited		(75,581	)
December 31, 2012		523,186

During the year ended December 31, 2012, 75,581 RSUs (2011 – 81,612) were cancelled as they related to former employees.

g) Per Share Amounts

The weighted average number of common shares outstanding used in the basic and diluted earnings per share (“EPS”) computation was:

	2012		2011
Basic weighted average common shares outstanding		121,451,967		122,741,326
Effect of options		—		2,258,318
Diluted weighted average common shares outstanding		121,451,967		124,999,644

The effect of options totaling 987,893 for fiscal 2012, were anti-dilutive.

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Share Capital - Schedule of Option Activity (Detail) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Beginning balance, Number of Options	8,821,980	6,843,217
Excercisable Options, Remaining Life-Year	3 years 6 months 18 days	3 years 5 months 1 day	2 years 6 months 15 days
Number of Exercisable Options	3,637,490	2,657,192	3,185,513
Granted, Number of Options	1,660,614	4,871,500
Exercised, Number of Options	(1,173,249)	(2,599,738)
Forfeited, Number of Options	(1,123,396)	(292,999)
Ending balance, Number of Options	8,185,949	8,821,980	6,843,217
Weighted Average, Exercisable Options	$ 4.21	$ 3.12	$ 2.49
Beginning balance, Weighted Average, Price per Share	$ 4.60	$ 2.87
Granted, Weighted Average, Price per Share	$ 5.02	$ 5.77
Exercised, Weighted Average, Price per Share	$ 2.63	$ 2.30
Forfeited, Weighted Average, Price per Share	$ 5.59	$ 4.13
Ending balance, Weighted Average, Price per Share	$ 4.83	$ 4.60	$ 2.87
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Price Range, price per share	$ 7.09	$ 5.62
Granted, Price Range per share	$ 5.05	$ 7.09
Exercised, Price Range per share	$ 5.01	$ 5.01
Forfeited, Price Range per share	$ 7.09	$ 5.52
Price Range, price per share	$ 7.09	$ 7.09
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Price Range, price per share	$ 0.72	$ 0.72
Granted, Price Range per share	$ 4.94	$ 5.34
Exercised, Price Range per share	$ 1.88	$ 0.72
Forfeited, Price Range per share	$ 1.42	$ 1.88
Price Range, price per share	$ 1.42	$ 0.72

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Share Capital - Details of Outstanding Options (Detail) (USD $)				12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012 Exercise Price, Range One [Member]	Dec. 31, 2012 Exercise Price, Range Two [Member]	Dec. 31, 2012 Exercise Price, Range Three [Member]	Dec. 31, 2012 Exercise Price, Range Four [Member]	Dec. 31, 2012 Exercise Price, Range Five [Member]	Dec. 31, 2012 Exercise Price, Range Six [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Lower Range of Exercise Price					$ 1.01	$ 2.01	$ 3.01	$ 4.01	$ 1.42
Upper Range of Exercise Price				$ 1.00	$ 2.00	$ 3.00	$ 4.00	$ 7.09	$ 7.09
Remaining Term of Options in Years					1 year 3 months 11 days	2 years 9 months 11 days	3 years 7 months 13 days	4 years 6 months 29 days	4 years 2 months 16 days
Weighted Average Price of Outstanding Options	$ 4.83	$ 4.60	$ 2.87		$ 1.87	$ 2.51	$ 3.39	$ 5.30	$ 4.83
Weighted Average Price of Exercisable Options	$ 4.21	$ 3.12	$ 2.49		$ 1.87	$ 2.51	$ 3.39	$ 5.24	$ 4.21
Outstanding Options at December 31, 2012	8,185,949	8,821,980	6,843,217		459,763	780,851	64,821	6,880,514
Exercisable Options at December 31, 2012	3,637,490	2,657,192	3,185,513		459,763	780,851	42,215	2,354,661

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Share Capital - Schedule of Declared Quarterly Dividends (Detail) (USD $)	3 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011
Common Dividends Declared Per Share [Line Items]
Dividends declared	$ 0.035	$ 0.035	$ 0.030	$ 0.030	$ 0.025	$ 0.025	$ 0.025	$ 0.025

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Supplemental Cash Flow Information (Tables)

12 Months Ended

Dec. 31, 2012

Summary of Supplemental Cash Flow Information

	2012		2011
Net interest paid (received) in cash, included in operations	$	4,151	$	(1,994	)
Taxes paid		3,182		2,746
Patents acquired under deferred financing arrangement		—		7,647

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Patent Finance Obligation - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Long Term Debt Maturities Repayments Of Principal [Line Items]
Discount rate	16.50%
Discount payment stream	$ 688
Effective interest rate	4.75%

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Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2012

Basis of Presentation

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with the generally accepted accounting principles in the United States of America (“U.S. GAAP”). The consolidated financial statements of WiLAN include the accounts of WiLAN and its wholly owned subsidiaries. All inter-company transactions and balances have been eliminated in the consolidated financial statements.

Effective January 1, 2011, the Company determined that its functional currency had changed from the Canadian dollar to the U.S. dollar. Concurrent with this change in functional currency, the Company adopted the U.S. dollar as its reporting currency.

The change in functional currency on January 1, 2011, resulted in a reduction in the net book value of the Company’s non-current assets of $12,940 (net of the deferred tax impact of $3,110) which has been applied to the Company’s Cumulative Translation Adjustment within Accumulated Other Comprehensive Income.

Litigation expense, which had previously been classified as marketing, general and administration, is now classified as cost of revenue and the prior year comparatives have been adjusted accordingly to conform to the current year’s presentation.

Estimates and Assumptions

Estimates and Assumptions

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the years. Actual results could differ from those estimates.

Revenue Recognition

Revenue Recognition

The Company’s revenue consists principally of royalty revenue from licensing its own patent portfolio and brokerage revenue. The Company also generates royalty revenue from licensing patent portfolios on behalf of third-party patent holders. The Company considers revenue to be earned when it has persuasive evidence of an arrangement, the obligation has been fulfilled in accordance with the terms of the licensing agreement, including delivery and acceptance, and collection is reasonably assured. The Company defers recognizing revenue until such time as all criteria are met. Determination of whether or not these criteria have been met may require the Company to make judgments, assumptions and estimates based upon current information and historical experience.

The Company’s royalty revenues consist of fixed fee and running royalty payments. Royalties from fixed fee royalty arrangements may consist of one or more installments of cash or in-kind property, such as patents. Royalties from running royalty arrangements can be based on either a percentage of sales or number of units sold for which the Company earns royalties at the time the licensees’ sales occur. The licensees are obligated to provide the Company with

quarterly or semi-annual royalty reports and these reports are typically received subsequent to the period in which the licensees underlying sales occurred. The Company recognizes revenue from these arrangements as amounts become due and collection is reasonably assured.

As part of the licensing agreements with third parties, the Company is able to recover certain out-of-pocket expenses and legal costs. These amounts are included in revenue in the period which the aforementioned revenue criteria is met and the amounts become reimbursable.

The Company’s brokerage revenue consists of the sale of patents from within its portfolio and recognizes revenue when it is earned. The Company considers brokerage revenue to be earned when it has persuasive evidence of an arrangement, the obligation has been fulfilled in accordance with the terms of the agreement, including delivery and acceptance and collection is reasonably assured.

Revenue arrangements with extended payment terms, where fees are fixed in one or more installments of cash and which contain terms that could impact the amounts ultimately collected, are generally recognized as collection becomes assured.

Stock-based Compensation

Stock-based Compensation

The Company has a share option plan (“Option Plan”) for certain employees, directors and consultants. The Company accounts for stock options using the fair value method. Compensation expense is measured at the estimated fair value of the options at the date of grant and charged to earnings on a straight-line basis over the vesting periods. The amount expensed is credited to additional paid-in capital in the period. Upon the exercise of stock options, cash received is credited to share capital together with any amount previously credited to additional paid-in capital related to the options exercised.

Deferred Stock Units ("DSUs")

Deferred Stock Units (“DSUs”)

The Company has a DSU plan for certain employees and directors. The DSUs vest immediately and the Company has the right to settle the DSUs in either cash or by the issuance of common shares. The liability for outstanding units and related expense for the DSUs are adjusted to reflect the market value of the common shares at each balance sheet date.

Restricted Share Units ("RSUs")

Restricted Share Units (“RSUs”)

The Company has a RSU plan for certain employees and directors. Under the RSU plan, units are settled in cash based on the market value of WiLAN’s common shares on dates the RSUs vest. The accrued liability and related expense for the RSUs are adjusted to reflect the market value of the common shares at each balance sheet date.

Income Taxes

Income Taxes

The Company uses the liability method of accounting for income taxes. Deferred income tax assets and liabilities are determined based on the difference between the accounting and tax bases of the assets and liabilities and measured using the substantively enacted tax rates that are expected to be in effect when the differences are estimated to be reversed. In assessing the realizability of deferred income tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The realization of deferred income tax assets is dependent upon the generation of sufficient future taxable income during the periods prior to the expiration of the associated tax attributes.

Cost of Revenue

Cost of Revenue

Costs incurred in cost of revenue, which includes patent licensing expenses, royalty obligations, cost of patents sold through brokerage activities, staff costs (including stock-based compensation) and other costs incurred in conducting license negotiations as well as litigation and amortization expense related to acquired patents, are expensed as incurred.

Research and Development ("R&D")

Research and Development (“R&D”)

Costs incurred in R&D, which include engineering expenses, such as staff costs (including stock-based compensation) and certain external consultants related to the development efforts, as well as, the expenses related to the management of the patent portfolio, are expensed as incurred.

Marketing, General, and Administration ("MG&A")

Marketing, General, and Administration (“MG&A”)

Costs incurred in MG&A, represent the cost of corporate services including facilities, executive management, finance, corporate legal, human resources, office administration, marketing and communications, information technology and all costs associated with being a public company, are expensed as incurred.

Computation of Earnings (Loss) Per Share

Computation of Earnings (Loss) Per Share

Basic earnings/loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted earnings/loss per share is computed using the treasury stock method.

Foreign Currency Translation

Foreign Currency Translation

The Company’s functional currency is U.S. dollars; monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars at exchange rates prevailing at the balance sheet date.

The Company enters into forward foreign exchange contracts, from time to time, to manage its exposure to currency rate fluctuations related primarily to future cash inflows and outflows of Canadian dollars. The Company does not hold or issue derivative financial instruments for trading or speculative purposes and it has chosen not to designate them as hedges. Therefore these contracts must be designated as “held for trading” on the balance sheet and fair valued each quarter. The resulting gain or loss on the valuation of these financial instruments is included in net earnings/loss.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents comprise cash in bank accounts, term deposits and Guaranteed Investment Certificates (“GICs”) with maturities of three months or less at the date of the investment.

Short-term Investments

Short-term Investments

Short-term investments are designated as “held to maturity” and accounted for at amortized cost using the effective interest rate method. Short-term investments comprise GICs with maturities of one year or less at the date of investment and their carrying value approximates their fair value.

Loan Receivable

Loan Receivable

Loan receivable is accounted for at amortized cost using the effective interest rate method.

Furniture and Equipment

Furniture and Equipment

Furniture and equipment are carried at cost less accumulated depreciation. Depreciation is calculated on the straight-line basis over the estimated useful lives of the assets as follows:

Leasehold improvements	term of the lease
Computer equipment and software	3 years
Furniture and equipment	5 years

Patents and Other Intangibles

Patents and Other Intangibles

Patents and other intangibles are carried at cost less accumulated amortization. Amortization is calculated on the straight-line basis over the estimated useful life or the remaining term of the patent (up to 20 years), whichever is less. The carrying value of patents and other intangibles is reviewed for impairment when events or circumstances indicate that the carrying amount may not be recoverable. The need for impairment is assessed by comparing the carrying value to the estimated undiscounted future cash flows to be generated by those assets. If this assessment indicates that the carrying value of the patents and other intangibles is not recoverable, the carrying value is then compared with the estimated fair value of the assets and the carrying value is written down to the estimated fair value.

Goodwill

Goodwill

Goodwill is recorded as at the date of the business combination and represents the excess of the purchase price of acquired businesses over the fair value assigned to identifiable assets acquired and liabilities assumed. Goodwill is not amortized, but is tested for impairment annually or more frequently if events or changes in circumstances indicate the asset might be impaired.

The impairment test is carried out in two steps. In the first step, the carrying value of the reporting unit including goodwill is compared with its fair value. When the fair value of a reporting unit exceeds its carrying value, goodwill of the reporting unit is considered not to be impaired and the second step is unnecessary. The Company has one reporting unit.

In the event the fair value of the reporting unit, including goodwill, is less than the carrying value, the implied fair value of the reporting unit’s goodwill is compared with its carrying value to measure the amount of any impairment loss. When the carrying value of goodwill in the reporting unit exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess.

Business Segment Information

Business Segment Information

The Company has one operating segment; Intellectual Property. The Company generates the majority of its revenues in U.S. dollars from several geographic regions; however it has allocated its revenues to the location in which the license originated. All licenses are issued in Canada and therefore all revenues are attributed to Canada.

Adoption of accounting pronouncements

Adoption of accounting pronouncements

In May 2011, the FASB issued ASU No. 2011-04 (Topic 820) to amend fair value measurement and disclosure requirements to achieve common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards. The Company adopted this guidance in the first quarter of 2012 and the adoption did not have a material impact on the Company’s consolidated financial statements.

In September 2011, the FASB issued ASU No. 2011-08 (Topic 350) to amend the test for goodwill impairment and permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as the basis for determining whether it is necessary to perform the two-step goodwill impairment test. The Company adopted this guidance in the first quarter of 2012 and the adoption did not have a material impact on the Company’s consolidated financial statements.

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Patents (Tables)

12 Months Ended

Dec. 31, 2012

Schedule of Patents

	Cost		Accumulated Amortization		Net Book Value
As at December 31, 2012
Patents and other intangibles	$	222,574	$	105,728	$	116,846
As at December 31, 2011
Patents and other intangibles	$	199,898	$	81,253	$	118,645

Estimated Future Amortization Expense of Patents

The estimated future amortization expense of patents as of December 31, 2012 was as follows:

Year ending December 31:	Amount
2013	$	25,337
2014		24,921
2015		24,560
2016		17,394
2017		6,720
	$	98,932

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Patents - Additional Information (Detail) (Patents and other intangibles [Member], USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Patents and other intangibles [Member]
Finite-Lived Intangible Assets [Line Items]
Purchase of patents	$ 22,676	$ 26,964
Amortization expense	$ 24,794	$ 21,645

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Taxes - Summary of Tax Losses and Scientific Research and Experimental Development Expenditure (Detail) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Significant Components Of Deferred Income Tax Expense [Line Items]
SR&ED Expenditure pool, Total	$ 20,198	$ 19,606
Tax Losses, Net	54,821	42,706
2025 [Member]
Significant Components Of Deferred Income Tax Expense [Line Items]
SR&ED Expenditure pool, Total
Tax Losses, Net	11,882
2026 [Member]
Significant Components Of Deferred Income Tax Expense [Line Items]
SR&ED Expenditure pool, Total
Tax Losses, Net	444
2027 [Member]
Significant Components Of Deferred Income Tax Expense [Line Items]
SR&ED Expenditure pool, Total
Tax Losses, Net	91
2028 [Member]
Significant Components Of Deferred Income Tax Expense [Line Items]
SR&ED Expenditure pool, Total
Tax Losses, Net
2029 [Member]
Significant Components Of Deferred Income Tax Expense [Line Items]
SR&ED Expenditure pool, Total
Tax Losses, Net	3,877
2030 [Member]
Significant Components Of Deferred Income Tax Expense [Line Items]
SR&ED Expenditure pool, Total
Tax Losses, Net	30,145
2031 [Member]
Significant Components Of Deferred Income Tax Expense [Line Items]
SR&ED Expenditure pool, Total
Tax Losses, Net	988
2032 [Member]
Significant Components Of Deferred Income Tax Expense [Line Items]
SR&ED Expenditure pool, Total
Tax Losses, Net	7,394
Indefinite [Member]
Significant Components Of Deferred Income Tax Expense [Line Items]
SR&ED Expenditure pool, Total	20,198
Tax Losses, Net

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Consolidated Statement of Shareholders' Equity (USD $) In Thousands, unless otherwise specified	Total	Capital Stock[Member]	Additional Paid-in Capital [Member]	Accumulated Other Comprehensive Income [Member]	Deficit [Member]
Beginning Balance at Dec. 31, 2010	$ 240,413	$ 355,709	$ 13,786	$ 26,055	$ (155,137)
Comprehensive earnings:
Net earnings (loss)	31,797				31,797
Net impact of change in functional currency on non monetary items	(9,830)			(9,830)
Shares issued:
Stock-based compensation expense (Note 11(d))	4,228		4,228
Exercise of stock options (Note 11(c))	6,086	9,181	(3,095)
Sale of shares under Employee Share Purchase Plan (Note 11(c))	182	182
January 2011 Short Form Prospectus, net of issuance costs (Note 11(c))	71,992	71,992
Tax benefit related to share issuance costs	1,410	1,410
Expense related to RSUs issued on surrender of options	145		145
Shares repurchased under normal course issuer bid (Note 11(c))	(2,871)	(1,868)	(1,003)
Dividends declared (Note 11(c))	(12,396)				(12,396)
Ending Balance at Dec. 31, 2011	331,156	436,606	14,061	16,225	(135,736)
Comprehensive earnings:
Net earnings (loss)	(14,520)				(14,520)
Shares issued:
Stock-based compensation expense (Note 11(d))	3,894		3,894
Exercise of stock options (Note 11(c))	3,078	4,592	(1,514)
Sale of shares under Employee Share Purchase Plan (Note 11(c))	231	231
Shares repurchased under normal course issuer bid (Note 11(c))	(15,729)	(10,362)	(5,367)
Dividends declared (Note 11(c))	(15,848)				(15,848)
Ending Balance at Dec. 31, 2012	$ 292,262	$ 431,067	$ 11,074	$ 16,225	$ (166,104)

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Furniture and Equipment

12 Months Ended

Dec. 31, 2012

Furniture and Equipment

5. FURNITURE AND EQUIPMENT

	Cost		Accumulated Depreciation		Net Book Value
As at December 31, 2012
Leasehold improvements	$	585	$	483	$	102
Computer equipment and software		2,469		1,433		1,036
Furniture and equipment		361		227		134
	$	3,415	$	2,143	$	1,272
As at December 31, 2011
Leasehold improvements	$	589	$	402	$	187
Computer equipment and software		2,986		1,487		1,499
Furniture and equipment		530		447		83
	$	4,105	$	2,336	$	1,769

The Company purchased furniture and equipment totaling $403 during 2012 (2011 – $1,907). During 2012, the Company disposed of furniture and equipment with a cost and accumulated amortization totaling $1,092 and $1,091, respectively.

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Accounts Payable and Accrued Liabilities - Schedule of Current and Long-term Liability (Detail) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Commitments Contingencies And Litigation [Line Items]
Success fee obligation	$ 15,301	$ 27,986
Current portion	(4,401)	(12,774)
Total	$ 10,900	$ 15,212

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Share Capital - Weighted Average Number of Common Shares Outstanding Used in Basic and Diluted Earnings per Share Computation (Detail)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Basic weighted average common shares outstanding	121,451,967	122,741,326
Effect of options		2,258,318
Diluted weighted average common shares outstanding	121,451,967	124,999,644

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Patent Finance Obligation (Tables)

12 Months Ended

Dec. 31, 2012

Current and Long Term Portion of Obligation

The current and long term portion of this obligation is reflected as follows:

	As at December 31, 2012			As at December 31, 2011
Patent finance obligation, due December 27, 2014	$	5,217		$	7,647
Current portion		(2,547	)		(2,458	)
	$	2,670		$	5,189

Schedule of Principal Repayments

Principal repayments are expected to be as follows:

2013	$	2,547
2014	$	2,670
2015 and thereafter	$	—

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Restructuring Charges - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	1 Months Ended	12 Months Ended
	Jun. 30, 2012	Dec. 31, 2012
Restructuring Cost and Reserve [Line Items]
Restructuring charge	$ 418	$ 418
Assets wrote-off related to workforce reduction	209
Workforce Reduction [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charge	300	300
Lease Obligation [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring charge	$ 118	$ 118

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Taxes - Reconciliation of Expected Provision for Income Tax Recovery/Expense (Parenthetical) (Detail)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Reconciliation Of Provision Of Income Taxes [Line Items]
Expected income tax expense (recovery)	26.50%	28.25%

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Supplemental Cash Flow Information

12 Months Ended

Dec. 31, 2012

Supplemental Cash Flow Information

15. SUPPLEMENTAL CASH FLOW INFORMATION

	2012		2011
Net interest paid (received) in cash, included in operations	$	4,151	$	(1,994	)
Taxes paid		3,182		2,746
Patents acquired under deferred financing arrangement		—		7,647