Mr. Daniel Gordon reports

ILLUMIN ANNOUNCES FINAL RESULTS OF SUBSTANTIAL ISSUER BID

Illumin Holdings Inc. has released the final results of its substantial issuer bid, which expired at 5 p.m. (ET) on Aug. 30, 2023. Under the offer, the corporation has purchased for cancellation 4,593,200 of its common shares at a purchase price of $2.65 per share, for an aggregate purchase price of approximately $12,171,980. Shares purchased under the offer represent approximately 8.18 per cent of the issued and outstanding shares at the time that the offer was commenced. Immediately following the completion of the offer and having taken into account the cancellation of the shares purchased pursuant to the offer, 51,592,431 shares are now issued and outstanding.

Canaccord Genuity Corp. and Canaccord Genuity LLC acted as dealer managers for the offer, and TSX Trust Company acted as the depositary for the offer. Any questions regarding the offer may be directed to the dealer managers or the depositary.

Payment for the shares accepted for purchase under the offer will occur in accordance with the terms of the offer and applicable law.

To assist shareholders in determining the Canadian tax consequences of the offer, Illumin estimates that for the purposes of the Income Tax Act (Canada), the paid-up capital per share is approximately $2.30 (or $1.70 (U.S.), based on the Bank of Canada daily average foreign exchange rate as at the expiry of the offer). Given that the purchase price of $2.65 per share exceeds the paid-up capital per share, shareholders who have sold shares to Illumin under the offer will be deemed to have received a taxable dividend of 35 cents per share as a result of such sale for Canadian federal income tax purposes. The dividend deemed to have been paid by Illumin to Canadian-resident persons is designated as an eligible dividend for purposes of the Income Tax Act (Canada), and any corresponding provincial and territorial tax legislation.

The full details of the offer are described in the offer to purchase and issuer bid circular dated July 27, 2023, as amended by supplement No. 1 thereto dated Aug. 9, 2023, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available under the corporation's profile on SEDAR+ and on EDGAR.

The specified amount for purposes of Subsection 191(4) of the Income Tax Act (Canada) is $1.82 (U.S.) (or $2.46, based on the Bank of Canada daily average foreign exchange rate as at the expiry of the offer). Shareholders should consult with their own tax advisers with respect to the income tax consequences of the disposition of their shares under the offer.

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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