/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.
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.
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.