illumin Announces Substantial Issuer Bid and Provides Second Quarter Guidance

Announces Intention to Voluntarily Delist from Nasdaq

TORONTO and NEW YORK, July 26, 2023 (GLOBE NEWSWIRE) -- illumin Holdings Inc. (TSX:ILLM, Nasdaq:ILLM) (“illumin” or the “Corporation”) today announces its launch of a substantial issuer bid and intention to delist from The Nasdaq Stock Market (“Nasdaq"). As a result of the fact that the substantial issuer bid will be outstanding following the end of the fiscal quarter ending 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 August 10, 2023.

Substantial Issuer Bid

The Corporation’s board of directors has authorized a substantial issuer bid (the “Offer”) to purchase for cancellation up to 15,810,276 of its common shares (“Shares”) for an aggregate purchase price not to exceed Cdn$40,000,000. The Offer commences on July 27, 2023 and will expire at 5:00 p.m. (Eastern Time) on August 30, 2023, unless extended or withdrawn.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 Cdn$2.53 per Share and not more than Cdn$2.65 per Share (in increments of Cdn$0.01 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 Cdn$2.65 per Share and not less than Cdn$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per Share) that will allow it to purchase the maximum number of Shares properly tendered to the Offer, and not properly withdrawn, having an aggregate purchase price not exceeding Cdn$40,000,000.

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 Cdn$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 Cdn$2.53 per Share.