AcuityAds Announces Short Form Prospectus Offering

TORONTO, April 15, 2015 /CNW/ - AcuityAds Holdings Inc. (TSXV:AT) ("AcuityAds" or "Company"), a Canadian leader in online and mobile programmatic advertising, today announced that it has obtained a receipt for a preliminary short form prospectus (the "Preliminary Prospectus") in connection with a public offering (the "Offering"), on a best efforts basis, of common shares in the capital of the Company (the "Offered Shares"). The Offering is being co-led by Paradigm Capital Inc. and Beacon Securities Limited (together, the "Agents"). The Offering will be priced in the context of the market. The net proceeds from the Offering are expected to be used by the Company for general working capital purposes, and may also be used for acquisitions, business expansion, research and development, sales and marketing and product expansion.

The Agents shall have the option (the "Over-Allotment Option") to arrange for additional purchasers to purchase additional common shares in the capital of the Company in an amount equal to 15% of the Offered Shares sold pursuant to the Offering (the "Additional Shares") at the offering price for a period of 30 days following closing in order to satisfy over-allotments and for market stabilization purposes. The Agents will receive a cash commission equal to 7% of the gross proceeds of the Offering (including the proceeds from the sale of the Additional Shares, if any) . The Agents will also receive compensation options entitling the Agents to subscribe for such number of common shares in the capital of the Company that is equal to 7% of the aggregate number of Offered Shares and Additional Shares sold under the Offering (the "Agents' Options"). The Agents' Options will be exercisable for a period of 24 months following closing of the offering at a purchase price per share equal to the Common Share issue price.

AcuityAds has obtained a receipt for the Preliminary Prospectus with the securities regulatory authorities in each of the provinces of Alberta, British Columbia and Ontario. AcuityAds has made application to have the Offered Shares listed for trading on the TSX Venture Exchange. The closing of the Offering is subject to certain closing conditions, including, but not limited to, the issuance of a receipt by the securities regulatory authorities in each of the provinces of Alberta, British Columbia and Ontario for a final short form prospectus qualifying the distribution of the Offered Shares, the Over-Allotment Option, the Additional Shares and the Agents' Options, the approval of the TSX Venture Exchange and execution of an agency agreement between the Company and the Agents.

About AcuityAds:

AcuityAds Holdings Inc. has developed a programmatic marketing platform powered by proprietary machine learning technology that allows advertisers to target and connect intelligently with their audiences across online display, video, social and mobile campaigns. With operations in New York, Toronto, Los Angeles, Montreal, and Boston, AcuityAds' customers include both large Fortune 500 enterprises and small to mid-sized businesses. For more information, visit www.acuityads.com. Acuityads has been growing rapidly and in 2014, was named as the 8^th fastest growing company in Canada and 26^th in North America in the Deloitte Technology Fast 500^TM.

Forward-looking Statements

Certain statements included herein constitute "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements are necessarily 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. Investors are cautioned not to put undue reliance on forward-looking statements. In particular, but without limitation, statements contained in this release concerning the completion of the Offering or its terms are inherently uncertain and subject to prevailing market conditions. In addition, the Company's ability to achieve positive EBITDA is uncertain. 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.

Babak Pedram, Investor Relations, Virtus Advisory Group Inc., 416-644-5081, [email protected]; Tal Hayek, Chief Executive Officer, AcuityAds Inc., 416-218-9888, [email protected]