The Company is in the process of identifying Mr. Ahmed’s successor, and on an interim basis, his responsibilities will be assumed by Joe Ontman, the Company’s Chief Business Development Officer and Co-Founder.

About illumin:

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 Company’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.

For further information, please contact:

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.  In particular, this news release contains forward-looking statements and information relating to the Company’s belief that the NCIB is in the best interests of the Company and its shareholders and that underlying value of the Company may not be reflected in the market price of the Shares. Investors are cautioned not to put undue reliance on forward-looking statements. Except as required by law, illumin does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events.

For more complete information about the Company, please read our disclosure documents filed on EDGAR at www.sec.gov and SEDAR+ at www.sedarplus.com.

Management of the Company believes that the costs associated with continuing the registration and reporting under the Exchange Act outweigh the benefits received by the Company from maintaining its registration.

The termination will become effective 90 days after the date of filing of the Form 15F with the SEC, or within such shorter period as the SEC may determine. Upon filling of the Form 15F, the Company’s reporting obligations under the Exchange Act will be immediately suspended.

The Company’s shares will continue to trade on the Toronto Stock Exchange under ticker symbol “ILLM”, and the Company will continue to meet its Canadian continuous disclosure obligations through filings with the applicable Canadian securities regulators. All of the Company’s filings can be found at the System for Electronic Document Analysis and Retrieval (SEDAR) website at www.sedar.com.

About illumin:

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 Company’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.

For further information, please contact:

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.  In particular, this news release contains forward-looking statements and information relating to the Company’s belief that the NCIB is in the best interests of the Company and its shareholders and that underlying value of the Company may not be reflected in the market price of the Shares. Investors are cautioned not to put undue reliance on forward-looking statements. Except as required by law, illumin does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events.

For more complete information about the Company, please read our disclosure documents filed on EDGAR at www.sec.gov and SEDAR+ at www.sedarplus.com.

Under the NCIB, the Company may purchase for cancellation up to 4,330,226 common shares of the Company (the “Shares“). As at November 2, 2023, illumin had 51,684,235 Shares issued and outstanding. As such, the maximum number of shares that may be purchased under the NCIB represents approximately 10% of illumin’s public float as at November 2, 2023, being 4,330,226 Shares. The Company’s average daily trading volume (“ADTV”) between May 1 2023 and October 31, 2023 was 82,487 Shares and the daily purchase limit, being 25% of ADTV, is 20,621 Shares. The NCIB will commence on November 13, 2023 and may continue to November 12, 2024 or such earlier time as the NCIB is completed or terminated at the option of the Company. The Shares will be purchased on behalf of the Company by a registered broker through the facilities of the TSX and through other alternative Canadian trading systems at the prevailing market price at the time of such transaction.

In connection with the NCIB, illumin has entered into an automatic share purchase plan (the “ASPP”) with its designated broker to allow for the purchase of Shares under the NCIB at times when illumin normally would not be active in the market due to internal trading black-out periods. Such purchases will be determined by the broker at its sole discretion, based on the purchasing parameters set out by the Company in accordance with the rules of the TSX, applicable securities laws and the terms of the ASPP. Purchases of Shares under the ASPP may be made through the facilities of the TSX and alternative trading systems. The ASPP has been pre-cleared by the TSX and will be effective as of November 13, 2023. The ASPP will terminate on the earliest of the date on which: (i) the NCIB expires; (ii) the maximum number of Shares have been purchased under the NCIB; and (iii) the Company terminates the ASPP in accordance with its terms. Concurrent with the establishment of the ASPP, the Company has confirmed to the broker that it was then not aware of any material undisclosed or non-public information with respect to the Company or any securities of the Company. During the term of the ASPP, the Company will not communicate any material undisclosed or non-public information to the trading staff of the broker; accordingly, the broker may make purchases regardless of whether a trading blackout period is in effect or whether there is material undisclosed or non-public information about the Company at the time that purchases are made under the ASPP. In the event that the ASPP is materially varied, suspended or terminated, the Company will issue a news release advising of such variation, suspension or termination, as applicable.

Management of the Company believes that, from time to time, the market price of the Shares may not fully reflect the underlying value of the Shares and that at such times the purchase of Shares would be in the best interests of shareholders. As a result of such purchases, the number of issued Shares will be decreased and, consequently, the proportionate share interest of all remaining shareholders will be increased on a pro rata basis.

Pursuant to a previous normal course issuer bid, illumin sought acceptance of the TSX to purchase up to 5,500,000 Shares and which was accepted by the TSX on May 16, 2022 and expired on May 15, 2023. The Company had, as of May 15, 2023, repurchased and cancelled under that earlier NCIB 5,404,894 Shares on the open market at an average purchase price of $2.96 per share.

About illumin:

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 Company’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.

For further information, please contact:

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.  In particular, this news release contains forward-looking statements and information relating to the Company’s belief that the NCIB is in the best interests of the Company and its shareholders and that underlying value of the Company may not be reflected in the market price of the Shares. Investors are cautioned not to put undue reliance on forward-looking statements. Except as required by law, illumin does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events.

For more complete information about the Company, please read our disclosure documents filed on EDGAR at www.sec.gov and SEDAR+ at www.sedarplus.com.

(All monetary figures are expressed in thousands of Canadian dollars unless otherwise stated)

illumin Holdings Inc. (TSX: ILLM) (“illumin” or the “Company”), a journey advertising technology company that empowers marketers to make smarter decisions about communicating with online consumers, today announced its financial results for the third quarter ended September 30, 2023.

Third Quarter 2023 Highlights

• Third quarter 2023 revenue was $29.6 million up 2.4% year-over-year, reflecting growth in our self-serve business.
• illumin self-serve revenue was up 348% to $5.1 million, compared to $1.2 million in the year ago period and represented 17% of total revenue, up from 16% in Q2 2023. Self-serve growth was driven by an increase in new customers and platform utilization.
• The Company onboarded 33 net new self-serve clients during the quarter, reflecting sales initiatives targeting higher-spend clients and positioning the Company for continued illumin self-serve revenue growth in Q4 2023.
• Third quarter 2023 gross margin was 47%, compared to 51% for the same period in 2022, reflecting changes in both geographic mix and an increasing proportion of self-service revenue.
• Net revenue or gross profit (revenue less media costs) for the three months ended September 30, 2023 was $13.9 million, compared with $14.8 million in the same quarter in the prior year.
• Adjusted EBITDA was $0.2 million for the third quarter, compared to $1.6 million in the prior year period, primarily due to ongoing strategic investments in R&D, sales and marketing to support our growth as well as lower margin revenue outside of North America.
• Q3 2023 net income was $0.8 million, compared to net income of $3.2 million in Q3 2022, the decrease was primarily a result of lower Adjusted EBITDA and foreign exchange impact due to a weakened US dollar compared to the prior year period.
• At September 30, 2023, the Company had cash and cash equivalents of $60 million, compared to $86 million as of December 31, 2022. This decrease was attributable to positive cash flow from operations ($1.3 million), which was more than offset by a combination of share repurchases ($14.6 million), net loan repayments ($4.4 million), lease payments ($2.4 million), and strategic investments in our business ($5.5 million).
• At the conclusion of the previously announced substantial issuer bid (“SIB”) on August 31, 2023, the Company repurchased 4.6 million of its outstanding common shares at a purchase price of $2.65 per share for an aggregate purchase price of approximately $12.2 million.
• On September 11, we voluntarily delisted and ceased trading on the Nasdaq Capital Market. illumin’s shares continue to be listed on the Toronto Stock Exchange under the trading symbol “ILLM”.
• On October 26, the Company announced the planned transition of its Chief Executive Officer, Tal Hayek. Once a new CEO is appointed, Mr. Hayek will transition from his current CEO role to that of Non-Executive Vice Chairman on the Board of Directors of illumin.

Tal Hayek, Co-Founder and Chief Executive Officer of illumin, stated, “During the third quarter, we generated substantial year-over-year growth in illumin self-serve revenue. We also continued to enhance the illumin brand by establishing a fully integrated connection with Meta to provide new Facebook and Instagram capabilities, allowing end-to-end Social Advertising, and thereby providing marketers with additional connected journey advertising intelligence.”

Mr. Hayek added, “We are encouraged by the year-over-year growth generated by our illumin self-serve offering and together with very positive and ongoing customer feedback, we will look to refine our sales efforts and identify additional strategic opportunities within the marketplace for this offering. We have also bolstered our efforts aimed at signing long-term self-serve contracts, including guaranteed revenue minimums with terms greater than one year”.

“Finally, regarding my intention to transition my role as a co-founder of illumin – I’m extremely proud of what we have accomplished together with this incredibly talented team. We have brought a revolutionary illumin journey advertising platform to life. I am committed to working closely with the Board and my eventual successor for a smooth transition and to ensure we take the Company to the next level,” concluded Mr. Hayek.

Elliot Muchnik, illumin’s Chief Financial Officer, commented, “In addition to sales growth, we achieved positive Adjusted EBITDA in the quarter despite a challenging macroeconomic environment. Moreover, our planned normal course issuer bid (“NCIB”), following the completion of our SIB, shows our unwavering belief in illumin’s potential.

In addition, the Company generated positive cash from operations of $1.3 million for the nine months ended, an improvement of $2.5 million from the prior year. This further bolsters our exceptionally strong balance sheet and allows us to continue investing in illumin’s future and to build upon our market-leading status.” 

The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for the periods ended:

Conference Call Details:

Date: Thursday, November 9, 2023

Time: 8:30AM Eastern Time

To register for the conference call webcast and presentation, please visit

https://illumin.com/investor-information/earnings-call/

Please connect 15 minutes prior to the conference call to ensure time for any software download that may be needed to hear the webcast.

A recording of the conference call webcast will be available after the call by visiting the Company’s website at https://illumin.com/investor-information/

Non-IFRS Measures

This press release makes reference to certain non-IFRS measures. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS, and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management’s perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. We use non-IFRS measures including “revenue less media costs”, “revenue less media costs margin”, “Adjusted EBITDA” and “Adjusted Net Income (Loss)” (as well as other measures discussed elsewhere in this press release).

The term “revenue less media costs margin” refers to the amount that “revenue less media costs” represents as a percentage of total revenue for a given period, while the term “revenue less media costs” refers to the net amount of revenue after deducting direct media costs.  Revenue less media costs is used for internal management purposes as an indicator of the performance of the Company’s solution in balancing the goals of delivering excellent results to advertisers while meeting the Company’s margin objectives and, accordingly, the Company believes it is useful supplemental information.

“Adjusted EBITDA” refers to net income (loss) after adjusting for finance costs (income), impairment loss, fair value gain, income taxes, foreign exchange loss (gain), depreciation and amortization, share-based compensation, acquisition and related integration costs, severance expenses and adjustments to the carrying value of investment tax credits receivable. The Company believes that Adjusted EBITDA is useful supplemental information as it provides an indication of the results generated by the Company’s main business activities before taking into consideration how those activities are financed and taxed and prior to taking into consideration depreciation of property and equipment and certain other items listed above. It is a key measure used by the Company’s management and board of directors to understand and evaluate the Company’s operating performance, to prepare annual budgets and to help develop operating plans.

“Adjusted Net Income (Loss)” refers to net income (loss) after adjusting for non-cash items such as impairment loss, fair value gain, depreciation and amortization, share-based compensation, and foreign exchange loss (gain). The Company believes that Adjusted Net Income (Loss) is useful supplemental information as it provides an indication of the results generated by the Company’s main business activities on a cash basis. It is another key measure used by the Company’s management and board of directors to understand and evaluate the Company’s operating performance, to prepare annual budgets and to help develop operating plans.

These non-IFRS measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our business that may not otherwise be apparent when relying solely on IFRS measures. We believe that securities analysts, investors, and other interested parties frequently use non-IFRS measures in the evaluation of issuers, and that these non-IFRS measures are relevant to their analysis of the Company.

About illumin:

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 company’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.

Disclaimer with regard to forward looking statements

Certain statements included herein constitute “forward-looking statements” within the meaning of applicable securities laws. These statements may relate to the Company’s future financial outlook, financial position, anticipated events, results, success of its work from home policies, the Company’s strategy with respect to the illumin platform. 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. Many factors could cause the Company’s actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, the factors discussed in the “Risk Factors” section of the Company’s Annual Information Form dated March 9, 2023 for the fiscal year ended December 31, 2022 (the “AIF”) and the Company’s Management Discussion and Analysis for the three and nine months ended September 30, 2023 dated November 9, 2023 (the “MD&A”). A copy of the AIF, MD&A and the Company’s other publicly filed documents can be accessed under the Company’s profile on the System for Electronic Data Analysis and Retrieval + (“SEDAR+”) at www.sedarplus.ca and on the Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) at www.sec.gov. The Company cautions that the list of risk factors and uncertainties described in the AIF and the MD&A are not exhaustive and other factors could also adversely affect its results. Readers are urged to consider the risks, uncertainties, and assumptions carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such information.

Except as required by law, illumin does not intend, and undertakes no obligation, to update any forward-looking statement to reflect, in particular, new information or future events.

For further information, please contact:

Please note that the following financial information is an extract from the Company’s Condensed Interim

Consolidated Financial Statements (unaudited) for the three and nine months ended September 30, 2023 and 2022

(the “Financial Statements”) provided for readers’ convenience and should be viewed in conjunction with the Notes to the Financial Statements, which are an integral part of the statements. The full Financial Statements and MD&A for the period may be found by accessing SEDAR+ and EDGAR.

illumin Holdings (TSX: ILLM) (OTC: ILLMF), a global leader in innovative advertising solutions, is announcing the planned retirement of its Chief Executive Officer, Tal Hayek. Once a new CEO is hired, Mr. Hayek will transition from his current CEO role to Non-Executive Vice Chairman on the Board of Directors of illumin Holdings.

As a pioneer in journey advertising technology, illumin empowers marketers to make data-driven decisions about engaging with online consumers. Tal Hayek, one of the co-founders of the company, has led illumin through significant growth, its transition to a public company, and the development of the revolutionary illumin journey advertising platform.

Reflecting on his tenure, Mr. Hayek stated, “Words cannot describe how satisfying this journey has been since I co-founded the Company in 2009, leading it through tremendous growth, taking it public, and conceiving and bringing to life the revolutionary illumin journey advertising platform. I have deep gratitude for my co-founders, our executive team, the illumin community, our board, customers, and investors. It is now time for a new leader to take my place in order to drive the Company to the next level.”

The Board of Directors has initiated an executive search for illumins’ next CEO. While there is no specific timeline for the search process, it is expected to be completed during 2024. Once a new CEO is in place, Mr. Hayek will assume his role as Non-Executive Vice Chairman.

Sheldon Pollack, Chairman of illumin Holdings, expressed full support for Tal Hayek’s decision, emphasizing the pivotal role Hayek has played within the company. “Tal’s vision and dedication have been central to illumins’ achievements. We believe this transition will facilitate a seamless evolution of leadership while harnessing Tal’s insights for the company’s future endeavors.”

About illumin

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.

For further information, please contact:

The Company will host a live video webcast to discuss the results on Thursday, November 9th, 2023, at 8:30 am Eastern Time. The webcast will be hosted by Tal Hayek, Co-Founder and Chief Executive Officer, Elliot Muchnik, Chief Financial Officer, and Nadeem Ahmed, Chief Revenue Officer, with a question-and-answer session to follow.

Conference Call Details:

To register for the conference call webcast and presentation, please visit:

https://illumin.com/investor-information/earnings-call/

Please connect at least 15 minutes prior to the conference call to ensure time for any software download that may be needed to hear the webcast.

A recording of the conference call webcast will be available after the call by visiting the Company’s website at https://illumin.com/investor-information/

About illumin

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.

For further information, please contact:

TORONTO and NEW YORK – October 16, 2023 – illumin Holdings Inc. (TSX: ILLM) (“illumin” or “Company”), a Journey Advertising technology company that empowers marketers and lets them make smarter decisions about communicating with online consumers, today introduced new functionality for its journey advertising platform by establishing a fully integrated connection with Meta to provide new Facebook and Instagram capabilities allowing end-to-end Social Advertising. 

With this latest product update, illumin expands connected journeys with its first social capabilities. The new feature brings Facebook and Instagram advertisements directly onto the intuitive journey advertising platform, offering consumers an enhanced experience while providing marketers with connected journey advertising intelligence. Marketers can now create, launch, manage, and report on their Facebook and Instagram campaigns within illumin and seamlessly pass their Open Web audiences into social campaigns through an intuitive, connected interface.

“This integration makes illumin’s platform a true one-stop shop by letting advertisers manage their Open Web and Social campaigns from a singular, connected interface,” said Rachel Kapcan, Chief Product Officer at illumin. “This social integration is the first step of many in creating a platform made for how marketers always wished they could work – and further solidifies illumin as the number one journey advertising provider.” 

About illumin 

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

For further information, please contact:

Tony Vlismas, VP Marketing
illumin | press@illumin.com

Steve Hosein, Investor Relations Coordinator
illumin | investors@illumin.com

Babak Pedram Investor Relations – Canada
Virtus Advisory Group Inc. | bpedram@virtusadvisory.com

David Hanover Investor Relations – U.S.
KCSA Strategic Communications | dhanover@kcsa.com

Disclaimer in regard 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, the Company does not intend and undertakes no obligation to update any forward-looking statements to reflect, in particular, new information or future events.

TORONTO and NEW YORK – September 1, 2023 –– illumin Holdings Inc. (TSX:ILLM, Nasdaq:ILLM) (“illumin” or the “Corporation”) today announced that it has notified the NASDAQ Stock Market LLC (“NASDAQ”) of its intention to voluntarily delist its common shares (“Shares”) from The Nasdaq Stock Market (“NASDAQ”). Shares will continue to trade on the Toronto Stock Exchange (“TSX”).

With the majority of its Shares trading on the TSX, illumin believes the costs and administrative requirements associated with maintaining a dual listing are not justified at this time. The decision to voluntarily delist the Shares from NASDAQ was first announced by the Corporation in a press release on July 26, 2023.

The Corporation plans to file a Form 25 with the Securities Exchange Commissions (the “SEC”) and expects that its Shares will cease trading on NASDAQ on or about September 11, 2023. The Corporation’s financial statements, press releases and other information will continue to be available on SEDAR+ at www.sedarplus.com, on EDGAR at www.sec.gov and on its website at illumin.com.

Forward-Looking Statements

This press release contains “forward-looking statements” under applicable securities laws with respect to the Corporation including, without limitation, statements regarding the Corporation’s strategic and operational plan, including the intention to delist the Shares from NASDAQ. Although the Corporation believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties and are based on information currently available to the Corporation. Actual results or events may differ materially from those expressed or implied by such forward- looking statements. Factors that could cause actual results or events to differ materially from current expectations, among other things, include the ability of the Corporation to execute its plan for delisting the Shares and risk factors discussed in materials filed with applicable securities regulatory authorities from time to time including matters discussed under “Risk Factors” in the Corporation’s most recent Annual Information Form and annual Management Discussion and Analysis, which also form part of the Corporation’s annual report on Form 40-F filed with the U.S. Securities and Exchange Commission. These forward-looking statements are made as of the date hereof, and the Corporation assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

About illumin:

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 company’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.

For further information, please contact:

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 (the “Depositary”). 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 C$2.30 (or US$1.70, based on the Bank of Canada daily average foreign exchange rate as at the expiry of the Offer). Given that the purchase price of C$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 C$0.35 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 August, 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+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

The “specified amount” for purposes of subsection 191(4) of the Income Tax Act (Canada) is US$1.82 (or C$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 advisors with respect to the income tax consequences of the disposition of their Shares under the Offer.

This news release is for informational purposes only and is not intended to and does not constitute an offer to purchase or the solicitation of an offer to sell Shares.

ADVISORY REGARDING FORWARD-LOOKING STATEMENTS – This news release contains forward-looking statements or information (collectively, “forward-looking statements”) within the meaning of applicable securities legislation, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include: timing for payment for the Shares accepted for purchase under the Offer, timing for Shares returned by the Depositary, estimated paid-up capital per Share and the recommencement of the Corporation’s normal course issuer bid, including the benefits and value to the Corporation’s shareholders as a result thereof. Forward-looking statements involve assumptions, risks and uncertainties that may cause such statements not to occur or results to differ materially. These assumptions include: number of Shares properly tendered and not properly withdrawn prior to expiration of the Offer. Risks and uncertainties include: changes in or interpretation of laws or regulations; and other risks and uncertainties and potential events and the inherent uncertainty of forward-looking statements. Forward-looking statements speak only as of the date they are made.

Although illumin believes such forward-looking statements are reasonable, there can be no assurance they will prove to be correct. The above assumptions, risks and uncertainties are not exhaustive. Forward-looking statements are made as of the date hereof and, except as required by law, illumin undertakes no obligation to update or revise any forward-looking statements.

About illumin

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.

For further information, please contact

illumin Self-Serve Revenue Up 145% QoQ As Client Base Grew 54%

(All monetary figures are expressed in thousands of Canadian dollars unless otherwise stated)

illumin Holdings Inc. (TSX:ILLM, Nasdaq:ILLM) (“illumin” or the “Company”), a journey advertising technology company that empowers marketers to make smarter decisions about communicating with online consumers, today announced its financial results for the second quarter ended June 30, 2023.

Second Quarter 2023 Highlights

• Second quarter 2023 revenue was $33.2 million, an increase of 17.3% year-over-year, and an increase of 25.3% over first quarter 2023 revenue, as we continue to see the benefits of our strategic investments in illumin sales, marketing, and product development.
• illumin self-serve revenue was $5.4 million, up 145% from $2.2 million in Q1 2023 and represents 16.4% of total revenue, up from 8.3% in Q1 2023. The Company exited the second quarter at an annualized revenue run rate of $22 million.
• illumin’s self-serve client base grew 54% sequentially to 145, positioning the Company for further illumin self-serve revenue growth in 2023.
• Second quarter 2023 gross margin was 47.8%, compared to 51.9% for the same period in 2022, reflecting changes in geographic mix and an increasing proportion of self-service revenue.
• Net revenue or gross profit for the three months ended June 30, 2023 was $15.9 million, an increase of 8.2% compared to $14.7 million for the same period in 2022.
• Adjusted EBITDA was $0.02 million for the second quarter, compared to $1.5 million in the prior year period, reflecting ongoing strategic investments in R&D, sales and marketing to support illumin’s growth.
• Q2 2023 net loss was $(5.6) million compared to net income of $1.2 million in Q2 2022, reflecting the previously mentioned strategic investments in illumin and a foreign exchange loss of $2.4 million in the current period, compared to a gain of $3.2 million in Q2 2022.
• At June 30, 2023, the Company had cash and cash equivalents of $65.7 million, compared to $85.9 million as of December 31, 2022. This decrease was largely attributable to a combination of net loan repayments, share repurchases, investments in our platform, negative cash from operations, unfavourable changes in non-cash working capital due to timing, and the foreign exchange impact of a weakening US dollar on our US dollar cash. Reversal of timing differences post quarter-end increased the cash balance to $71.8 million.
• Post quarter-end, the Company launched a substantial issuer bid (“SIB”) to purchase for cancellation up to 15.8 million of its common shares for an aggregate purchase price not to exceed $40.0 million.
• Additionally, the Company announced its intention to voluntarily delist from The Nasdaq Stock Market (“Nasdaq”) as soon as practical after the expiry of the SIB. The reasons for this decision include high insurance, accounting, and legal & compliance costs associated with a continued U.S. stock exchange listing. The Company currently expects that the delisting will be effective immediately prior to the open of trading on September 11, 2023.

“We reported strong total revenue growth of more than 17% year-over-year during the second quarter,” said Tal Hayek, Co-Founder and Chief Executive Officer of illumin. “This was due to the substantial boost from illumin’s distinct self-serve journey advertising platform. The ongoing enhancement of illumin remains a priority, and we anticipate expanding our groundbreaking technological platform with compelling new features in the upcoming period, including the incorporation of Digital Out-of-Home.”

Mr. Hayek continued, “We continued to scale up our illumin growth engine by adding 51 new self-serve logos in the quarter, which represented a 54% sequential increase in new logos added. We also performed 178 demos in the second quarter, a 27% sequential increase. Importantly, customer satisfaction with illumin continues to remain very high and our self-serve demo pipeline continues to expand rapidly. As mentioned last quarter, we continue to focus our efforts on signing long-term self-serve contracts, with guaranteed revenue minimums and terms greater than one year. This has garnered some early success with an increasing number of these types of illumin self-serve contracts. We believe this approach will provide us with increasing revenue visibility into the future.”

Elliot Muchnik, illumin’s Chief Financial Officer, commented, “Our strong revenue growth this quarter highlights the early returns we have seen from our investments in illumin. The positive Adjusted EBITDA we achieved was in line with our expectations and is also a product of those investments. Overall, we continue to be very excited about our progress and illumin’s vast potential, which we believe is not reflected in our current share price. As a result, subsequent to the quarter-end and the completion of our prior normal course issuer bid program, the Board authorized a $40.0 million SIB. Further, the Company announced its intention to voluntarily delist from Nasdaq owing to the costs associated with maintaining this listing. We believe it is prudent to manage our costs given current macroeconomic concerns and remain cognizant of the challenges many organizations are facing in this environment.”

The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for the periods ended:

Conference Call Details:

Date: Thursday, August 10, 2023

Time: 8:30AM Eastern Time

To register for the conference call webcast and presentation, please visit

https://illumin.com/investor-information/earnings-call/

Please connect at 15 minutes prior to the conference call to ensure time for any software download that may be needed to hear the webcast.

A recording of the conference call webcast will be available after the call by visiting the Company’s website at https://illumin.com/investor-information/.

Non-IFRS Measures

This press release makes reference to certain non-IFRS measures. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS, and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management’s perspective. Accordingly, these measures should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. We use non-IFRS measures including “revenue less media costs”, “revenue less media costs margin”, “Adjusted EBITDA” and “Adjusted Net Income (Loss)” (as well as other measures discussed elsewhere in this press release).

The term “revenue less media costs margin” refers to the amount that “revenue less media costs” represents as a percentage of total revenue for a given period, while the term “revenue less media costs” refers to the net amount of revenue after deducting direct media costs.  Revenue less media costs is used for internal management purposes as an indicator of the performance of the Company’s solution in balancing the goals of delivering excellent results to advertisers while meeting the Company’s margin objectives and, accordingly, the Company believes it is useful supplemental information.

“Adjusted EBITDA” refers to net income (loss) after adjusting for finance costs, impairment loss, fair value gain, income taxes, foreign exchange loss (gain), depreciation and amortization, share-based compensation, acquisition and related integration costs, severance expenses and adjustments to the carrying value of investment tax credits receivable. The Company believes that Adjusted EBITDA is useful supplemental information as it provides an indication of the results generated by the Company’s main business activities before taking into consideration how those activities are financed and taxed and also prior to taking into consideration depreciation of property and equipment and certain other items listed above. It is a key measure used by the Company’s management and board of directors to understand and evaluate the Company’s operating performance, to prepare annual budgets and to help develop operating plans.

“Adjusted Net Income (Loss)” refers to net income (loss) after adjusting for non-cash items such as impairment loss, fair value gain, depreciation and amortization, share-based compensation, and foreign exchange loss (gain). The Company believes that Adjusted Net Income (Loss) is useful supplemental information as it provides an indication of the results generated by the Company’s main business activities on a cash basis. It is another key measure used by the Company’s management and board of directors to understand and evaluate the Company’s operating performance, to prepare annual budgets and to help develop operating plans.

These non-IFRS measures are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our business that may not otherwise be apparent when relying solely on IFRS measures. We believe that securities analysts, investors, and other interested parties frequently use non-IFRS measures in the evaluation of issuers, and that these non-IFRS measures in particular are relevant to their analysis of the Company.

About illumin:

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 company’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.

Disclaimer in regards to forward-looking statements

Certain statements included herein constitute “forward-looking statements” within the meaning of applicable securities laws. These statements may relate to the Company’s future financial outlook, financial position, anticipated events, results, success of its work from home policies, the Company’s strategy with respect to the illumin platform. 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. Many factors could cause the Company’s actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, the factors discussed in the “Risk Factors” section of the Company’s Annual Information Form dated March 9, 2023 for the fiscal year ended December 31, 2022 (the “AIF”) and the Company’s Management Discussion and Analysis for the three and six months ended June 30, 2023 dated August 9, 2023 (the “MD&A”). A copy of the AIF, MD&A and the Company’s other publicly filed documents can be accessed under the Company’s profile on the System for Electronic Data Analysis and Retrieval + (“SEDAR+”) at www.sedarplus.ca and on the Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) at www.sec.gov. The Company cautions that the list of risk factors and uncertainties described in the AIF and the MD&A are not exhaustive and other factors could also adversely affect its results. Readers are urged to consider the risks, uncertainties, and assumptions carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such information.

Except as required by law, illumin does not intend, and undertakes no obligation, to update any forward-looking statement to reflect, in particular, new information or future events.

For further information, please contact:

Please note that the following financial information is an extract from the Company’s Condensed Interim

Consolidated Financial Statements (unaudited) for the three and six months ended June 30, 2023 and 2022

(the “Financial Statements”) provided for readers’ convenience and should be viewed in conjunction with the Notes to the Financial Statements which are an integral part of the statements. The full Financial Statements and MD&A for the period may be found by accessing SEDAR+ and EDGAR.