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AcuityAds Holdings Inc. (“AcuityAds”), (TSXV:AT) (“AcuityAds” 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, today announced that it proposes to complete a non-brokered private placement (the “Offering”) of common shares (“Common Shares”) to raise aggregate proceeds of up to $2.3 million.
In addition, the Company has reached an agreement to convert a portion of its debt to equity. The Company has agreed with certain lenders under its subordinated term loan (the “Term Loan”) that was extended as of November 10, 2017 to convert approximately $1.1 million of the amount owing to them into Common Shares at a price per Common Share that is equal to the issue price under the Offering (the “Debt Conversion”). Accordingly, for every $1,000 of Term Loan being converted, those lenders will receive 667 Common Shares.
The Common Shares to be issued under the Offering and in connection with the Debt Conversion will have a price of $1.50 per Common Share. The net proceeds will be used for general working capital and corporate purposes.
Certain members of the Board of Directors and Management will be participating in the Offering and Debt Conversion. Insiders may subscribe for more than 25% of the Offering.
Acuity has agreed to pay to eligible finders assisting in the Offering a cash fee equal to 5% of the gross proceeds raised by such finders.
Closing of the Offering and the Debt Conversion is expected to occur on or about December 18, 2017. The Offering and the Debt Conversion remain subject to the approval of the TSX Venture Exchange. The Common Shares to be issued in the Offering and the Debt Conversion will be subject to a statutory four month hold period. A material change report in respect of the Offering and the Debt Conversion will be filed by the Company. The material change report will be filed less than 21 days prior to the closing of the transactions, which is consistent with market practice and the Company deems reasonable in the circumstances.
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 include, but are not limited to, statements with respect to the Offering and the Debt Conversion, the use of proceeds of the Offering, and the closing of the Offering and the Debt Conversion. All forward-looking statements in this news release 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. Forward‐looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievement of the Company to be materially different from any future results, performance or achievements express or implied by such forward‐looking statements. Such factors include, among other things, the timing, size and completion of the Offering and the completion of the Debt Conversion. 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.
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.