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AcuityAds Reports Second Quarter 2014 Financial Results

Revenue growth with strong results in self-service and US

TORONTO, ONTARIO -- (Marketwired) -- 08/25/14 -- AcuityAds Holdings Inc. ("AcuityAds") (TSX VENTURE:AT), a leading provider of targeted digital advertising solutions, today reported financial results of its wholly-owned subsidiary AcuityAds Inc. ("Acuity") for the second quarter ended June 30, 2014. On July 16, 2014 Acuity became a wholly-owned subsidiary of AcuityAds (formerly Wildlaw Capital CPC 2 Inc. ("Wildlaw")) pursuant to the previously announced closing of a qualifying transaction.

Financial highlights of AcuityAds for the Second Quarter of 2014

--  Revenue of $3,190,037 increased 14% year-over-year 
--  Self-service technology revenue of $300,996 increased 225% year-over-
--  US revenue of $371,979 increased 73% year-over-year 
--  Adjusted EBITDA(1) of $(1,419,164), down from $56,930 for the prior year
    quarter due to a reduction in the carrying amount of investment tax
    credits by $775,097, accrued transaction costs of $225,000, and
    investments in senior management, sales, marketing, and technology

Business highlights of AcuityAds

--  Key senior management additions 
--  Closed qualifying transaction with Wildlaw 
--  During July, we repaid related party notes of $616,657. In addition we
    received net proceeds from a private placement of $5 million, upon
    satisfaction of all escrow release conditions 
--  AcuityAds began trading on the TSX Venture Exchange ("TSXV")

(1) Adjusted EBITDA is not a measure of performance under IFRS and should   
    not be considered in isolation or as a substitute for net and           
    comprehensive income or loss prepared in accordance with IFRS or as a   
    measure of operating performance or profitability. Adjusted EBITDA does 
    not have a standardized meaning prescribed by IFRS and is not           
    necessarily comparable to similar measures presented by other companies.
    See reconciliation of adjusted EBITDA to net income at the end of this  
    press release.                                                          

"AcuityAds has shown continued revenue growth in the second quarter of 2014, with significant increases in both the self-service and US markets," commented Tal Hayek, CEO of AcuityAds. "With a relatively new presence in major US cities including New York, Los Angeles, Chicago and Dallas, US sales reached 12% of total revenue for the quarter. We anticipate continued growth in self-service technology and the US, while maintaining our leadership position in the Canadian market. During the quarter we also worked towards completing our transaction with Wildlaw, becoming a public company and enhancing our senior management team. We made significant investments in the quarter to put a strong foundation in place, and are now focused on leveraging these investments to deliver strong growth in future quarters."

During the quarter we added the following key people to our senior management team: Cathy Steiner, Chief Financial Officer; Raymond Reid, President AdScience; Ashley Bast, Vice President Marketing; and Funke Fabunmi, Vice President, Ad Operations.

Subsequent to June 30, 2014, the Company received notification from the Canada Revenue Agency ("CRA") that the investment tax credits that were claimed in respect of eligible scientific research and experimental development for fiscal years 2011 and 2012 were being disallowed. The Company expects a Notice of Assessment reflecting this disallowance to be forthcoming in due course. After consulting with its professional advisors, the Company disagrees with the position taken by CRA and intends to file an objection following receipt of the Notice of Assessment. There can be no assurance regarding the outcome of the objection, when a resolution may be reached, or the likelihood that similar claims for 2013 and 2014 will not be similarly challenged by CRA. The Company has reduced the carrying amount of investment tax credits by $775,097 during the period, which is included as a charge to employee compensation and benefits for the three and six months ended June 30, 2014. In the event that the Company's objection for 2011 and 2012 is unsuccessful, no further charges against the Company's profit or loss will be required in respect of claims for those years.

Acuity became a public company pursuant to the transaction with Wildlaw and accordingly, the Federal portion of any SREDs claimed on eligible expenses following the transaction will no longer be refundable but will be carried forward for up to 20 years to reduce future income taxes payable.

AcuityAds also announces that it has granted an aggregate of 460,769 stock options on August 25, 2014 to certain directors, officers and employees of the Company in accordance with the provisions of the Company's Stock Option Plan, subject to approval of the TSXV. Each option entitles the holder to purchase one common share of AcuityAds at an exercise price of $1.59 for a period of five years. Options granted to directors vest immediately and options granted to officers and employees vest equally over three years from the date of grant.

About AcuityAds Holdings Inc.

AcuityAds Holdings is a technology company that 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, Chicago and Dallas, AcuityAds Holdings' customers include both large Fortune 500 enterprises and small to mid-sized businesses. For more information, visit www.acuityads.com.

Cautionary statement regarding forward-looking statements

Certain statements contained in this press release constitute forward-looking information within the meaning of Canadian securities laws. Forward-looking statements are provided for the purposes of assisting the reader in understanding AcuityAds Holdings's financial position and results of operations as at and for the periods ended on certain dates and to present information about management's current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. Forward-looking information may relate to AcuityAds Holdings's future outlook and anticipated events, including the anticipated growth in self-service and the US, and may include statements regarding the financial position, business strategy, budgets, litigation, projected costs, capital expenditures, financial results, taxes and plans and objectives of or involving AcuityAds Holdings. Particularly, statements regarding future results, performance, achievements, prospects or opportunities for AcuityAds Holdings or the industry in which it operates are forward-looking statements. In some cases, forward-looking information can be identified by terms such as "may", "might", "will", "could", "should", "would", "occur", "expect", "plan", "anticipate", "believe", "intend", "seek", "aim", "estimate", "target", "project", "predict", "forecast", "potential", "continue", "likely", "schedule", or the negative thereof or other similar expressions concerning matters that are not historical facts.

Forward-looking statements necessarily involve known and unknown risks and uncertainties, that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, many of which are beyond AcuityAds Holdings's control, affect the operations, performance and results of AcuityAds Holdings and its business, and could cause actual results to differ materially from current expectations of estimated or anticipated events or results. These factors include, but are not limited to, the risks discussed in AcuityAds Holdings's materials filed with Canadian securities regulatory authorities from time to time on www.sedar.com. The reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements as there can be no assurance that actual results will be consistent with such forward-looking statements.

Information contained in forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. While management considers these assumptions to be reasonable based on currently available information, they may prove to be incorrect.

The forward-looking statements made in this press release are dated, and relate only to events or information, as of the date of this press release. Except as specifically required by law, AcuityAds Holdings undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. 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.

                               AcuityAds Inc.                               
       Condensed consolidated interim statements of financial position      
                       (expressed in Canadian dollars)                      
                                                    June 30,   December 31, 
                                                        2014           2013 
Current assets:                                                             
  Cash                                             $ 139,912      $ 120,467 
  Accounts receivable                              3,209,223      3,057,764 
  Other current assets (note 13)                     552,061        178,105 
  Investment tax credits receivable (note 12)        450,000      1,091,764 
                                                   4,351,196      4,448,100 
Non-current assets:                                                         
  Property and equipment                             652,717        436,232 
Total assets                                     $ 5,003,913    $ 4,884,332 
Liabilities and Shareholders' Deficiency                                    
Current liabilities:                                                        
  Accounts payable and accrued liabilities                                  
   (note 13)                                     $ 3,720,350    $ 2,359,827 
  Promissory notes payable (note 6)                        -      2,913,133 
  Due to related parties (notes 6 and 9)             616,657              - 
  Current portion of obligations under capital                              
   lease (note 10)                                    91,542              - 
                                                   4,428,549      5,272,960 
Non-current liabilities:                                                    
  Promissory notes payable (note 6)                3,925,255              - 
  Due to related parties (notes 6 and 9)                   -        608,249 
  Obligations under capital lease (note 10)          155,407              - 
  Repayable government grant (note 11)               150,000              - 
                                                   4,230,662        608,249 
Total liabilities                                  8,659,211      5,881,209 
Shareholders' deficiency                          (3,655,298)      (996,877)
Events after the balance sheet date (notes 9                                
 and 13)                                                                    
Going concern (note 2(a))                                                   
Total liabilities and shareholders' deficiency     5,003,913    $ 4,884,332 
                               AcuityAds Inc.                               
  Condensed consolidated interim statements of comprehensive income (loss)  
                       (expressed in Canadian dollars)                      
                             Three months ended         Six months ended    
                                  June 30                   June 30         
                                 2014         2013         2014         2013
  Managed services        $ 2,889,041  $ 2,695,218  $ 5,508,149  $ 4,909,083
  Self-service technology     300,996       92,526      458,705       92,526
                            3,190,037    2,787,744    5,966,854    5,001,609
Operating expenses:                                                         
  Media costs               1,655,606    1,228,371    2,970,700    2,090,244
  Employee compensation                                                     
   and benefits (note 12)   2,460,455      778,881    3,738,591    1,428,484
  General and                                                               
   administrative (note                                                     
   13)                      1,266,056      534,012    1,856,107      971,083
  Depreciation of                                                           
   property and equipment      52,569       21,823       88,862       35,293
                            5,434,686    2,563,087    8,654,260    4,525,104
Income (loss) from                                                          
 operations                (2,244,649)     224,657   (2,687,406)     476,505
Finance costs (note 4)        180,316       83,898      394,449      163,355
Foreign exchange (gain)                                                     
 loss                         (35,725)      (8,662)      33,035        7,862
                              144,591       75,236      427,484      171,217
Income (loss) before                                                        
 income taxes              (2,389,240)     149,421   (3,114,890)     305,288
Income taxes                    2,885            -       11,271            -
Net income (loss) and                                                       
 comprehensive income                                                       
 (loss) for the period   $ (2,392,125)   $ 149,421 $ (3,126,161)   $ 305,288
Net loss per share (note                                                    
  Basic and diluted           $ (0.02)      $ 0.00      $ (0.03)      $ 0.00
                               AcuityAds Inc.                               
           Condensed consolidated interim statements of cash flows          
                       (expressed in Canadian dollars)                      
                                                Six months ended June 30,   
                                                        2014           2013 
Cash flows from (used in) operating                                         
  Net income (loss) for the period              $ (3,126,161)     $ 305,288 
  Adjustments to reconcile net income (loss)                                
   to net cash flows:                                                       
  Depreciation of property and equipment              88,862         35,293 
  Finance costs                                      394,449        163,355 
  Share-based compensation (note 7(a))                54,040         59,652 
Change in non-cash operating working capital:                               
  Accounts receivable                               (151,459)    (1,073,794)
  Other current assets                              (373,956)       (21,011)
  Investment tax credits receivable                  641,764       (235,803)
  Accounts payable and accrued liabilities         1,358,094      1,196,477 
Interest paid                                       (355,097)        (6,123)
                                                  (1,469,464)       423,334 
Cash used in investing activities:                                          
  Additions to property and equipment                (41,523)      (370,177)
Cash flows from (used in) financing                                         
  Net proceeds from promissory notes, net of                                
   issuance costs (note 6)                           984,009              - 
  Repayments of amounts due to related                                      
   parties, net                                         (400)      (302,237)
  Repayments of capital leases                       (16,877)             - 
  Proceeds from the issuance of common shares                               
   and warrants                                            -        250,000 
  Proceeds from the exercise of stock options        163,700         16,000 
  Proceeds from the exercise of warrants             250,000              - 
  Proceeds related to repayable government                                  
   grant                                             150,000              - 
                                                   1,530,432        (36,237)
Increase in cash                                      19,445         16,920 
Cash, beginning of period                            120,467         60,498 
Cash, end of period                                $ 139,912       $ 77,418 
Supplemental disclosure of non-cash                                         
Additions to property and equipment under                                   
 capital lease                                     $ 263,826            $ - 
                               AcuityAds Inc.                               
               Reconciliation of Adjusted EBITDA to Net Income              
                       (expressed in Canadian dollars)                      
                            Three months ended         Six months ended     
                                 June 30                   June 30          
                                2014         2013         2014         2013 
Net income (loss)       $ (2,392,125)   $ 149,421 $ (3,126,161)   $ 305,288 
  Finance costs              180,316       83,898      394,449      163,355 
  Foreign exchange loss      (35,725)      (8,662)      33,035        7,862 
  Depreciation of                                                           
   property and                                                             
   equipment                  52,569       21,823       88,862       35,293 
  Income taxes                 2,885            -       11,271            - 
   compensation               31,152       29,826       54,040       59,652 
  Net (addition)                                                            
   reduction in carrying                                                    
   value of ITC                                                             
   receivable                741,764     (219,376)     641,764     (393,167)
Total adjustments            972,961      (92,491)   1,233,421     (127,005)
Adjusted EBITDA         $ (1,419,164)    $ 56,930 $ (1,902,740)   $ 178,283 

Spinnaker Capital Markets Inc.
Ali Mahdavi
Managing Director
(416) 962-3300

AcuityAds Inc.
Cathy Steiner
Chief Financial Officer
(416) 218-9888 ext. 305

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