AT AcuityAds Holdings Inc

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

AcuityAds Holdings Inc. (TSXV:AT) (“AcuityAds” or “Company”), a technology leader that provides targeted digital media solutions enabling advertisers to connect intelligently with audiences across digital advertising campaigns, is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by Haywood Securities Inc. and Cormark Securities Inc. (the “Lead Underwriters” and collectively the “Underwriters”), pursuant to which the Underwriters have agreed to purchase 4,517,000 common shares (the “Shares”) of AcuityAds, at a price of CDN$1.55 per Share (the “Offering Price”) and offer them to the public by way of short form prospectus for total gross proceeds of approximately CDN$7.0 million (the “Offering”).

In addition, AcuityAds has also granted the Underwriters an over‐allotment option (the “Option”) to purchase up to an additional 677,550 Shares (representing 15% of the 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, the aggregate gross proceeds of the Offering will be approximately CDN$8,051,553.

The net proceeds from the Offering are expected to be used for working capital and general corporate purposes.

The Offering is expected to close on or about the week of May 21, 2019 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including approval of the TSX Venture Exchange.

On closing of the Offering, AcuityAds will pay the Underwriters a cash commission equal to 6% of the gross proceeds of the Offering and will issue such number of broker warrants equal to 6% of the number of Shares sold in the Offering. Each broker warrant will be exercisable into Shares at the Offering Price for a period of two years from the closing date.

The Shares to be issued under the Offering will be offered by way of a short form in each of the Provinces of Canada other than Quebec and/or in jurisdictions other than Canada that are mutually agreed to by the Company, Haywood and Cormark and may be offered for sale in the United States to Qualified Institutional Buyers (as defined in Rule 144A under the United States Securities Act of 1933, as amended (the "1933 Act") and to Institutional Accredited Investors (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the 1933 Act) by way of private placement pursuant to an exemption from the registration requirements of the 1933 Act (collectively, the “Qualifying Jurisdictions”).

About AcuityAds:AcuityAds is a leading technology company that provides marketers a powerful and holistic solution for digital advertising across all ad formats and screens to amplify reach and Share of Attention® throughout the customer journey. Via its unique, data-driven insights, real-time analytics and industry-leading activation platform based on proprietary Artificial Intelligence technology, AcuityAds leverages an integrated ecosystem of partners for data, inventory, brand safety and fraud prevention, offering unparalleled, trusted solutions that the most demanding marketers require to be successful in the digital era.

AcuityAds is headquartered in Toronto with offices throughout the U.S., Europe and Latin America. For more information, visit AcuityAds.com.

For further information, please contact:

Tal HayekChief Executive OfficerAcuityAds Holdings Inc.416-218-9888tal.hayek@acuityads.com

Jonathan PollackChief Financial OfficerAcuityAds Holdings Inc.416-218-9888jp@acuityads.com

Babak PedramInvestor RelationsVirtus Advisory Group Inc.416-644-5081bpedram@virtusadvisory.com

Disclaimer in regards to 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. 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. The Company's client that has been mentioned in this press release has the right to exercise an out-clause right at any time during the advertising campaign.

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.