Mr. Daniel Gordon reports

ILLUMIN ANNOUNCES SUBSTANTIAL ISSUER BID AND PROVIDES SECOND QUARTER GUIDANCE

Illumin Holdings Inc. has launched a substantial issuer bid and intends to delist from the Nasdaq Stock Market. As a result of the fact that the substantial issuer bid will be outstanding following the end of the fiscal quarter ended June 30, 2023, but prior to the public release of the financial results for that period, the corporation is also providing guidance with respect to its second quarter financial results. These financial results are scheduled to be released on Aug. 10, 2023.

Substantial issuer bid

The corporation's board of directors has authorized a substantial issuer bid to purchase for cancellation up to 15,810,276 of its common shares for an aggregate purchase price not to exceed $40-million. The offer commences on July 27, 2023, and will expire at 5 p.m. Eastern Time on Aug. 30, 2023, unless extended or withdrawn.

The offer is being made by way of a Dutch auction, allowing shareholders who choose to participate in the offer to individually select the price, within a price range of not less than $2.53 per share and not more than $2.65 per share (in increments of one cent per share), at which they will tender their shares to the offer. Upon expiry of the offer, Illumin will determine the lowest purchase price (which will not be more than $2.65 per share and not less than $2.53 per share) that will allow it to purchase the maximum number of shares properly tendered to the offer, and not properly withdrawn, having an aggregate purchase price not exceeding $40-million.

Shareholders who wish to participate in the offer will be able to do so through: (i) an auction tender, in which they will specify the number of shares being tendered at a specific price per share; or (ii) a purchase price tender, in which they will agree to have a specified number of shares purchased at the purchase price to be determined pursuant to the auction and have their shares considered as having been tendered at the minimum price of $2.53 for the purposes of determining the purchase price. Shareholders who validly deposit shares without specifying the method in which they are tendering their shares will be deemed to have made a purchase price tender, understanding that those shares will be considered to have been tendered at the minimum price of $2.53 per share.

All shares tendered at or below the finally determined purchase price will be purchased, subject to proration and odd lot priority, at the same purchase price determined pursuant to the terms of the offer. Shares that are not purchased, including shares tendered pursuant to auction tenders at prices above the purchase price, will be returned to shareholders.

The offer is not conditional on receipt of financing or upon any minimum number of shares being tendered, but it is subject to certain other conditions. A complete description of the terms and conditions of the offer will be contained in the offer to purchase, the issuer bid circular and related documents. Illumin intends to finance any purchases of shares pursuant to the offer from cash on hand.

The corporation has engaged Canaccord Genuity Corp. and Canaccord Genuity LLC to act as dealer managers for the offer and TSX Trust Company to act as depositary. Any questions or requests for information regarding the offer may also be directed to the dealer managers or the depositary. The corporation has also engaged Canaccord Genuity to act as financial adviser and has obtained a liquidity opinion from Canaccord Genuity to be included in the offer documents, which will be made available under the corporation's SEDAR profile and on the U.S. Securities and Exchange Commission's website.

The board of directors of Illumin has approved the offer; however, none of Illumin, its board of directors, the dealer managers or the depositary make any recommendation to shareholders as to whether to tender or refrain from tendering any or all of their shares pursuant to the offer or whether shareholders should elect an auction tender or a purchase price tender or the purchase price or prices at which shareholders may choose to tender shares.

Shareholders are strongly urged to carefully read the tender offer statement regarding the offer, offer to purchase, issuer bid circular, the letter of transmittal and related documents filed with securities regulatory authorities, as they may be amended from time to time, because they contain important information. Shareholders may obtain free copies of the offer to purchase, issuer bid circular, the letter of transmittal and related documents filed with the SEC at the website maintained by the SEC or with Canadian securities regulatory authorities under the corporation's SEDAR profile (in each case, when available). Shareholders may also obtain those materials from TSX Trust Company, the depositary for the offer. Shareholders are urged to read those materials, evaluate carefully all information related to the offer, consult their own financial, legal, investment and tax advisers, and make their own decisions as to whether to deposit shares pursuant to the offer and, if so, how many shares to deposit and at what price.

Intention to voluntarily delist from Nasdaq

The corporation has re-evaluated the continued benefits and costs of its listing on Nasdaq, and has concluded that it is appropriate to delist from Nasdaq as soon as practical following the expiry of the offer.

The reasons for this decision include the relatively high insurance, accounting, legal and compliance costs that are associated with a continued U.S. stock exchange listing, and the fact that the corporation has not attracted a significant number of long-term U.S. institutional shareholders through its Nasdaq listing. It is also relevant that the corporation does not have any plans to raise additional capital, which a U.S. listing could facilitate, in the short to medium term.

While this decision to delist from Nasdaq is not conditional on the making or the success of the offer, the offer provides U.S. shareholders with an opportunity for liquidity at a premium well in advance of such delisting from Nasdaq. In the event that the corporation delists from Nasdaq, the corporation's shares will continue to trade on the Toronto Stock Exchange.

Fiscal second quarter guidance

Since the offer will be outstanding, in part, after the end of the corporation's fiscal quarter for the three and six months ended June 30, 2023, but before the release of the financial results and accompanying management's discussion and analysis for that period, the corporation is providing guidance with respect to its financial results for Q2 2023.

The corporation expects that its financial results for the three months ended June 30, 2023, will reflect revenue of approximately $33-million, including approximately $5.4-million of revenue from the corporation's Illumin self-service line of business, adjusted earnings before interest, taxes, depreciation and amortization of approximately $20,000, and net loss of approximately $6-million.

In addition, as at June 30, 2023, the corporation expects to report total cash and cash equivalents of approximately $66-million, and no outstanding debt.

The guidance provided herein is subject to change prior to the finalization of the corporation's financial statements and accompanying management's discussion and analysis for the three and six months ended June 30, 2023. The corporation is scheduled to release its unaudited interim financial statements and accompanying management's discussion and analysis for the three and six months ended June 30, 2023, on Aug. 10, 2023, which is prior to the expiry of the offer on Aug. 30, 2023.

About Illumin Holdings Inc.

Illumin is a journey advertising platform that enables marketers to reach consumers at every stage of their journey by leveraging advanced machine learning algorithms and real-time data analytics. The corporation's mission is to illuminate the path for brands to connect with their customers through the power of data-driven advertising. Headquartered in Toronto, Canada, Illumin serves clients across North America, Latin America and Europe.

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