/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./
TORONTO/NEW YORK, Dec. 1, 2016 /CNW/ - AcuityAds Holdings Inc. (TSX-V: AT) ("Acuity" or the "Company") a technology leader that provides targeted digital media solutions enabling advertisers to connect intelligently with audiences across video, mobile, social and online display campaigns announced today that it has entered into an agreement with Gravitas Securities Inc. ("GSI" or the "Lead Underwriter") and such other co-underwriters (collectively, the "Underwriters") as may be agreed to by the Lead Underwriter, pursuant to which GSI has agreed to purchase, on a bought deal private placement basis, 1,890,000 common shares (the "Shares") of the Company, at a price of $2.12 per Share (the "Offering Price") for aggregate gross proceeds to Acuity of $4,006,800 (the "Offering").
The Company has also agreed to grant the Lead Underwriter an over-allotment option to offer, at the Offering Price, up to that number of additional Shares as is equal to 15% of the number of Shares in the Offering, on the same terms and conditions as the Offering, increasing the size of the offering to a maximum of 2,173,500 Shares. The over-allotment option may be exercised in whole or in part at any time 24 hours prior to the Closing Date. If this option is exercised in full, an additional $601,020 will be raised pursuant to the Offering and the aggregate gross proceeds of the Offering will be $4,607,820.
The net proceeds from the Offering are expected to be used for working capital and general corporate purposes. The closing of the Offering (the "Closing") is expected to occur prior to December 21, 2016 or such other date as GSI and the Company may agree (the "Closing Date"), and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange (the "Exchange").
On Closing, the Company will pay to the Underwriters a commission equal to 7.00% of the gross proceeds of the Offering in cash, and will issue such number of broker warrants (the "Broker Warrants") equal to 7.00% of the number of Shares sold on the Offering. Each Broker Warrant is exercisable into Shares at the Offering Price for a period of two years from the Closing Date. The Company will also issue 40,000 common shares to GSI.
The Shares will be sold in British Columbia, Alberta, Ontario, and in such other jurisdictions as the Company and Underwriters agree. The Shares will be sold on a private placement basis pursuant to "accredited investor" exemptions under National Instrument 45-106 and certain other available and agreed upon exemptions. The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
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.
Disclaimer in regards to Forward-looking Statements
This news release may contain forward-looking statements (within the meaning of applicable securities laws) relating to business of Acuity and the environment in which it operates. Forward-looking statements are identified by words such as "believe", "anticipate", "expect", "intend", "plan", "will", "may" and other similar expressions. These statements are based on the Company's expectations, estimates, forecasts and projections and include statements relating to the completion of the Offering and the use of proceeds from the Offering. They are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. These risks and uncertainties are discussed in the Company's regulatory filings available on SEDAR at www.sedar.com. There can be no assurance that forward-looking statements will prove to be accurate as actual outcomes and results may differ materially from those expressed in these forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, a forward-looking statement speaks only as of the date on which such statement is made. Except as required by applicable law, the Company undertakes no obligation to publicly update any such statement or to reflect new information or the occurrence of future events or circumstances.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
SOURCE AcuityAds Holdings Inc.
For further information: Babak Pedram, Investor Relations, Virtus Advisory Group Inc., 416-644-5081, email@example.com; Tal Hayek, Chief Executive Officer, AcuityAds Holdings Inc., 416-218-9888, firstname.lastname@example.org