AcuityAds Announces Increase to the Previously Announced Offering to $10.2 Million and Secondary Offering of 1.0 Million Shares

TORONTO, March 10, 2017 – AcuityAds Holdings Inc. (TSXV:AT, OTCQB:ACUIF) (“AcuityAds” or the “Company“), a technology leader that provides targeted digital media solutions enabling advertisers to connect intelligently with audiences across mobile, video, social and display, is pleased to announce that, due to strong demand, it has entered into an agreement with a syndicate of underwriters co-led by Paradigm Capital Inc. (“Paradigm“) and Haywood Securities Inc. (“Haywood“) and including Gravitas Securities Inc. and Echelon Wealth Partners (the “Underwriters“) to increase the size of the previously announced bought deal private placement offering (the “Offering“) to 2,994,783 shares of the Company (“Shares“) at a price of CDN$3.40 per share (the “Offering Price“) for gross proceeds to the Company of approximately CDN$10.2 million.

The Company intends to use the net proceeds of the Offering to fund a portion of the purchase price for the previously announced acquisition of Visible Measures Corporation (“Visible Measures“). The Company has also granted the Underwriters an over-allotment option (the “Option“) to purchase up to an additional 449,217 Shares (representing 15% of the upsized base Offering) at the Offering Price exercisable in whole or in part at any time 48 hours prior to the closing of the Offering.  If the Option is exercised in full, an additional approximately CDN$1.53 million will be raised pursuant to the Offering and the aggregate gross proceeds of the Offering will be approximately CDN$11.71 million. The Offering is expected to close on or about March 31, 2017 and is subject to certain conditions including, but not limited to, the closing of the acquisition of Visible Measures and the receipt of all necessary approvals including approval of the TSX Venture Exchange.

In addition, three of the Company’s founding shareholders (which does not include the Company’s CEO, Tal Hayek) (each, a “Shareholder“, and collectively, the “Shareholders“) will participate in a secondary offering and sell an additional 1.0 million Shares as part of the Offering at the Offering Price for total gross proceeds to the Shareholders of $3.4 million. On closing, the Shareholders will pay the Underwriters a cash commission equity to 5% of the gross proceeds of the sale of their Shares.

“We have seen an overwhelming positive response from the previously announced offering and are faced with an opportunity to provide additional liquidity to the market,” said Tal Hayek, CEO of AcuityAds. “In order to support this demand without creating any unnecessary shareholder dilution, three of our four founders have elected to release a total of 1 million shares as part of the bought-private placement.”

About AcuityAds

AcuityAds is a technology company that enables marketers to connect intelligently with their most meaningful audiences through digital media. A Self-Serve programmatic marketing platform, powered by proprietary machine learning technology, is at the core of its business, accompanied by a patented solution for mobile targeting that leverages social data. AcuityAds empowers marketers by offering transparency on costs and brand safety, and real-time reporting and analytics, bringing accountability to programmatic advertising to deliver business results.

AcuityAds is headquartered in Toronto, Canada with sales offices in New York City, Boston, Chicago, Los Angeles, San Francisco, San Diego, Vancouver, Calgary and Montreal.  For more information, visit AcuityAds.com.

Forward-looking Statements

Certain statements included herein constitute “forward-looking statements” within the meaning of applicable securities laws. Forward-looking statements include, but are not limited to, statements with respect to the closing of the Offering and the closing date of the Offering. All forward-looking statements in this news release are based upon a number of estimates and assumptions that, while considered reasonable by management at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievement of the Company to be materially different from any future results, performance or achievements express or implied by such forward-looking statements. Such factors include, among other things, the achievement by Visible Measures of certain financial targets and the timing, size and completion of the Offering. Investors are cautioned not to put undue reliance on forward-looking statements. Except as required by law, AcuityAds does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE AcuityAds Inc.

For further information:

Babak Pedram,
Investor Relations,
Virtus Advisory Group Inc.,
416-644-5081,
bpedram@virtusadvisory.com;

Tal Hayek,
Chief Executive Officer,
AcuityAds Holdings Inc.,
416-218-9888,
tal.hayek@acuityads.com