AcuityAds Announces Initial Public Offering in the United States and Public Offering in Canada

TORONTO, June 8, 2021 /PRNewswire/ - AcuityAds Holdings Inc. (TSX: AT) (OTCQX: ACUIF) ("AcuityAds" or the "Company"), a technology leader that provides targeted digital media solutions enabling advertisers to connect intelligently with audiences across digital advertising channels, today announced the launch of a marketed public offering of AcuityAds' common shares in the United States and Canada, representing AcuityAds' initial public offering in the United States.

In connection with the initial public offering in the United States, AcuityAds has filed an application to list its common shares on The Nasdaq Capital Market ("Nasdaq") under the ticker symbol "AT". Trading of AcuityAds' common shares is expected to commence on Nasdaq following pricing of the offering. AcuityAds' common shares will continue to trade on the Toronto Stock Exchange ("TSX") under the symbol "AT".

A total of US$50 million of common shares will be offered for sale by the Company in the offering, which will be conducted through a syndicate of underwriters led by Canaccord Genuity and Needham & Company, who are acting as joint lead book-running managers and representatives of the underwriters for the offering. RBC Capital Markets and TD Securities Inc. are also acting as book-running managers for the proposed offering (collectively, the "Underwriters"). The offering will be priced in the context of the market with terms, including the price and total size of the offering, to be determined at the time of entering into an underwriting agreement for the offering.

AcuityAds will also grant the Underwriters an over-allotment option, exercisable for a period of 30 days from the date of the closing of the offering, to purchase up to US$7.5 million of additional common shares, representing in the aggregate 15% of the total number of common shares to be sold pursuant to the offering.

AcuityAds currently expects that the net proceeds of the offering will be used primarily to strengthen the Company's financial position and allow the Company to pursue its growth strategies.

Closing of the offering will be subject to a number of customary conditions, including the entering into of the definitive underwriting agreement, the listing of the Common Shares issued by AcuityAds as part of the offering on Nasdaq and the TSX, and any required approvals of Nasdaq and the TSX.

AcuityAds filed a short form base shelf prospectus on December 30, 2020. The preliminary prospectus supplement to such base shelf prospectus has been filed with the securities regulatory authorities in each of the provinces and territories of Canada and the base shelf prospectus and preliminary prospectus supplement have been filed with the U.S. Securities and Exchange commission as part of a registration statement on Form F-10 under the U.S.—Canada multijurisdictional disclosure system. The public offering will be made in Canada only by means of the base shelf prospectus and preliminary prospectus supplement and in the United States only by means of the registration statement, including the base shelf prospectus and preliminary prospectus supplement. Such documents contain important information about the offering. Copies of the base shelf prospectus and preliminary prospectus supplement can be found on SEDAR at www.sedar.com and a copy of the registration statement can be found on EDGAR at www.sec.gov. Copies of such documents may also be obtained from any of the following sources: Canaccord Genuity LLC, Attention: Syndicate Department, 99 High Street, 12^th Floor, Boston MA 02110, by email at [email protected]; and Needham & Company, LLC, Attention: Prospectus Department, 250 Park Avenue, 10th Floor, New York, NY 10177, by telephone at 800-903-3268.

Prospective investors should read the base shelf prospectus and the preliminary prospectus supplement as well as the registration statement before making an investment decision.

No securities regulatory authority has either approved or disapproved the contents of this press release. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there by any sale of the common shares in any province, state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.

About AcuityAds

AcuityAds is a leading technology company that provides marketers a one-stop solution for omnichannel digital advertising with best-of-category return on advising spend. Its journey automation technology, illumin™, offers planning, buying, and real-time intelligence from one platform. With proprietary Artificial Intelligence, illumin™ brings unique programmatic capabilities to close the gap between advertising planning and execution. The Company brings an integrated ecosystem of privacy-protected data, inventory, brand safety, and fraud prevention partners, offering trusted solutions with proven, above benchmark outcomes for the most demanding marketers. AcuityAds is headquartered in Toronto with offices throughout Canada, the U.S., Europe, and Latin America. For more information, visit AcuityAds.com.

Disclaimer in Regards to Forward-Looking Statements

Certain statements included herein constitute "forward-looking statements" within the meaning of applicable securities laws, including, without limitation, statements regarding the conduct of the offering; the intended listing of the common shares on Nasdaq; obtaining required approvals from Nasdaq and the TSX; the granting of the underwriters' over-allotment option; and the anticipated use of proceeds from the offering. Words such as "may", "will", "expect", "intend" and similar expressions have been used to identify these forward looking statements, and include statements regarding the expected use of proceeds of the offering and the expected timing for closing of the offering. These statements reflect current beliefs and are based on information currently available to management of AcuityAds. Forward looking statements necessarily involve known and unknown risks and uncertainties and 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. A number of factors, including those risks discussed under "Risk Factors" in AcuityAds' Annual Information Form for the year ended December 31, 2020 could cause actual results, performance, achievements, prospects or opportunities to differ materially from those set out in the forward-looking statements. 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.

SOURCE AcuityAds Inc. (TSXV:AT)

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