illumin Announces Final Results of Substantial Issuer Bid

TORONTO and NEW YORK, Aug. 31, 2023 (GLOBE NEWSWIRE) -- illumin Holdings Inc. (TSX:ILLM, Nasdaq:ILLM) (“illumin” or the “Corporation”) today announced the final results of its substantial issuer bid (the “Offer”), which expired at 5:00 p.m. (Eastern Time) on August 30, 2023. Under the Offer, the Corporation has purchased for cancellation 4,593,200 of its common shares (“Shares”) at a purchase price of C$2.65 per Share, for an aggregate purchase price of approximately C$12,171,980. Shares purchased under the Offer represent approximately 8.18% 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 (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.