Exhibit 4.4


 


AcuityAds Holdings Inc.


 


Condensed Interim Consolidated

Financial Statements

(Unaudited)


Three months ended

March 31, 2021 and 2020


(expressed in Canadian dollars)


 




     


     


    

 


AcuityAds Holdings Inc.


Condensed Interim Consolidated Statements of Financial Position


(Unaudited)


 


(expressed in Canadian dollars)


 


	 	 	March 31,

    2021
 $	 	 	December 31,

    2020
 $	 
	Assets	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Current
    assets	 	 	 	 	 	 	 	 
	Cash
    and cash equivalents	 	 	27,010,140	 	 	 	22,638,300	 
	Accounts
    receivable	 	 	27,443,181	 	 	 	31,859,306	 
	Prepaid
    expenses and other	 	 	2,041,419	 	 	 	1,901,067	 
	Investment
    tax credits receivable	 	 	–	 	 	 	21,922	 
	 	 	 	56,494,740	 	 	 	56,420,595	 
	Non-current
    assets	 	 	 	 	 	 	 	 
	Property
    and equipment (note 3)	 	 	6,954,965	 	 	 	7,945,110	 
	Intangible
    assets (note 4)	 	 	2,845,385	 	 	 	3,197,953	 
	Goodwill	 	 	4,869,841	 	 	 	4,869,841	 
	 	 	 	71,164,931	 	 	 	72,433,499	 
	Liabilities	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Current
    liabilities	 	 	 	 	 	 	 	 
	Accounts
    payable and accrued liabilities	 	 	20,833,225	 	 	 	23,232,661	 
	Term
    loans (note 16)	 	 	2,436,213	 	 	 	2,481,550	 
	International
    loans (note 17)	 	 	528,280	 	 	 	1,092,297	 
	Lease
    obligations (notes 5)	 	 	2,276,678	 	 	 	2,850,497	 
	 	 	 	26,074,396	 	 	 	29,657,005	 
	Non-current
    liabilities	 	 	 	 	 	 	 	 
	Term
    loans (note 16)	 	 	5,102,996	 	 	 	5,796,454	 
	International
    loans (note 17)	 	 	782,418	 	 	 	887,932	 
	Lease
    obligations (notes 5)	 	 	3,667,373	 	 	 	4,041,520	 
	 	 	 	35,627,183	 	 	 	40,382,911	 
	 	 	 	 	 	 	 	 	 
	Shareholders’
    Equity (notes 7)	 	 	35,537,748	 	 	 	32,050,588	 
	 	 	 	71,164,931	 	 	 	72,433,499	 



 




     


     


    

 


AcuityAds Holdings Inc.


Condensed Interim Consolidated Statements of Income (Loss)


(Unaudited)


 


(expressed in Canadian dollars)


 


	 	 	March 31,
 2021
 $	 	 	March 31,
 2020
 $	 
	Revenue	 	 	 	 	 	 	 	 
	Managed services	 	 	22,256,217	 	 	 	19,318,275	 
	Self-service	 	 	5,198,375	 	 	 	4,897,325	 
	 	 	 	27,454,592	 	 	 	24,215,600	 
	Media costs	 	 	13,090,500	 	 	 	12,027,213	 
	Gross profit	 	 	14,364,092	 	 	 	12,188,387	 
	Operating expenses	 	 	 	 	 	 	 	 
	Sales and marketing	 	 	4,554,024	 	 	 	4,828,925	 
	Technology (note 11)	 	 	3,793,370	 	 	 	4,053,022	 
	General and administrative	 	 	1,531,793	 	 	 	1,600,238	 
	Share-based compensation (note 7)	 	 	864,392	 	 	 	143,124	 
	Depreciation and amortization	 	 	1,383,026	 	 	 	2,166,344	 
	 	 	 	12,126,605	 	 	 	12,791,653	 
	Income (loss) from operations	 	 	2,237,487	 	 	 	(603,266	)
	Finance costs (note 8)	 	 	274,880	 	 	 	602,392	 
	Foreign exchange (gain) loss	 	 	568,483	 	 	 	(1,514,296	)
	 	 	 	843,363	 	 	 	(911,904	)
	Net income before income taxes	 	 	1,394,124	 	 	 	308,638	 
	Income taxes (note 18)	 	 	30,243	 	 	 	103,864	 
	Net income for the year	 	 	1,363,881	 	 	 	204,774	 
	Net income per share (note 9)	 	 	 	 	 	 	 	 
	Basic and diluted	 	 	0.03	 	 	 	0.00	 



 




     


     


    

 


AcuityAds Holdings Inc.


Condensed Interim Consolidated Statements of Comprehensive Income
(Loss)


(Unaudited)


 


(expressed in Canadian dollars)


 


	 	 	March 31,
 2021
 $	 	 	March 31,
 2020
 $	 
	Net income for the period	 	 	1,363,881	 	 	 	204,774	 
	Exchange differences on translating foreign operations	 	 	754,331	 	 	 	664,172	 
	Comprehensive income (loss) for the period	 	 	609,550	 	 	 	(459,398	)



 




     


     


    

 


AcuityAds Holdings Inc.


Condensed Interim Consolidated Statements of Changes in Shareholders’
Equity


(Unaudited)


For the three-month periods ended March 31, 2021 and 2020


 


(expressed in Canadian dollars)


 


	 	 	2021	 
	 	 	Common
    shares	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	  	Number 	  	  	Amount 

$	  	  	Contributed
  

surplus 

$	  	  	Warrants
  

$	  	  	Other
  reserves 

$	  	  	Deficit

 $	  	  	Total
  

$	  
	Balance
    – December 31, 2020	 	 	53,422,024	 	 	 	56,983,111	 	 	 	7,224,222	 	 	 	31,279	 	 	 	415,049	 	 	 	(32,603,073	)	 	 	32,050,588	 
	Shares
  issued – options exercised	  	  	 611,666	  	  	  	 857,882	  	  	  	 –	  	  	  	 –	  	  	  	 –	  	  	  	 –	  	  	  	 857,882	  
	Share-based
    compensation (note 7(c))	 	 	–	 	 	 	–	 	 	 	864,392	 	 	 	–	 	 	 	–	 	 	 	–	 	 	 	864,392	 
	Shares
  issued – Warrants exercised	  	  	 39,821	  	  	  	 61,723	  	  	  	 30,663	  	  	  	 (30,663	 )	  	  	 –	  	  	  	 –	  	  	  	 61,723	  
	Shares
    issued – DSUs/RSUs exercised (notes 7(d) and 7(e))	 	 	564,330	 	 	 	744,419	 	 	 	(744,419	)	 	 	–	 	 	 	–	 	 	 	–	 	 	 	–	 
	Other
  comprehensive income	  	  	 –	  	  	  	 –	  	  	  	 –	  	  	  	 –	  	  	  	 339,282	  	  	  	 –	  	  	  	 339,282	  
	Net
    income for the year	 	 	–	 	 	 	–	 	 	 	–	 	 	 	–	 	 	 	–	 	 	 	1,363,881	 	 	 	1,363,881	 
	Balance
    – March 31, 2021	 	 	54,637,841	 	 	 	58,647,135	 	 	 	7,374,858	 	 	 	616	 	 	 	754,331	 	 	 	(31,239,192	)	 	 	35,537,748	 



 


	 	 	2020	 
	 	 	Common
    shares	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	  	Number 	  	  	Amount

  $	  	  	Contributed


  surplus

  $	  	  	Warrants

  $	  	  	Other

  reserves

  $	  	  	Deficit

  $	  	  	Total

  $	  
	Balance
    – December 31, 2019	 	 	47,824,212	 	 	 	42,185,794	 	 	 	6,965,447	 	 	 	2,337,372	 	 	 	415,915	 	 	 	(36,294,063	)	 	 	15,599,465	 
	Share-based
    compensation (note 7(c))	 	 	–	 	 	 	–	 	 	 	143,124	 	 	 	–	 	 	 	–	 	 	 	–	 	 	 	143,124	 
	Shares
    issued – Warrants exercised	 	 	706,168	 	 	 	712,502	 	 	 	533,564	 	 	 	(533,564	)	 	 	–	 	 	 	–	 	 	 	712,502	 
	Shares
    issued – DSUs/RSUs exercised (notes 7(d) and 7(e))	 	 	593,236	 	 	 	507,623	 	 	 	(507,623	)	 	 	–	 	 	 	–	 	 	 	–	 	 	 	–	 
	Other
    comprehensive income	 	 	–	 	 	 	–	 	 	 	–	 	 	 	–	 	 	 	(1,080,086	)	 	 	–	 	 	 	(1,080,086	)
	Net
    loss for the year	 	 	–	 	 	 	–	 	 	 	–	 	 	 	–	 	 	 	–	 	 	 	204,774	 	 	 	204,774	 
	Balance
    – March 31, 2020	 	 	49,123,616	 	 	 	43,405,919	 	 	 	7,123,512	 	 	 	1,803,808	 	 	 	(664,171	)	 	 	(36,089,289	)	 	 	15,579,779	 



 




     


     


    

 


AcuityAds Holdings Inc.


Condensed Interim Consolidated Statements of Cash Flows


(Unaudited)


For the three-month periods ended March 31, 2021 and 2020


 


(expressed in Canadian dollars)


 


	 	 	2021

$	 	 	2020

$	 
	Cash provided by (used in)	 	 	 	 	 	 	 	 
	Operating activities	 	 	 	 	 	 	 	 
	Income for the year	 	 	1,363,881	 	 	 	204,774	 
	 	 	 	 	 	 	 	 	 
	Adjustments to reconcile net income to net cash flows	 	 	 	 	 	 	 	 
	Depreciation and amortization	 	 	1,383,026	 	 	 	2,166,344	 
	Finance costs (note 8)	 	 	274,880	 	 	 	602,392	 
	Share-based compensation (note 7(c))	 	 	864,392	 	 	 	143,124	 
	Change in non-cash operating working capital	 	 	 	 	 	 	 	 
	Accounts receivable	 	 	4,416,125	 	 	 	8,003,584	 
	Prepaid expenses and other	 	 	(140,352	)	 	 	(540,503	)
	Investment tax credits receivable	 	 	21,922	 	 	 	65,918	 
	Accounts payable and accrued liabilities	 	 	(2,287,367	)	 	 	(6,130,551	)
	Interest paid – net	 	 	(241,264	)	 	 	(559,988	)
	 	 	 	5,655,243	 	 	 	3,955,094	 
	Investing activities	 	 	 	 	 	 	 	 
	Additions to property and equipment (note 3)	 	 	(40,313	)	 	 	(2,967,097	)
	Additions to intangible assets (note 4)	 	 	-	 	 	 	(260,929	)
	 	 	 	(40,313	)	 	 	(3,228,026	)
	Financing activities	 	 	 	 	 	 	 	 
	Amount drawn from revolving line of credit (note 15)	 	 	-	 	 	 	23,690,010	 
	Repayment of revolving line of credit (note 15)	 	 	-	 	 	 	(25,893,227	)
	Repayment of term loans principal (note 16)	 	 	(616,722	)	 	 	(302,625	)
	Additions to international loans	 	 	154,303	 	 	 	-	 
	Repayment of international loans	 	 	(823,834	)	 	 	(113,766	)
	Additions to leases	 	 	-	 	 	 	2,424,379	 
	Repayment of leases	 	 	(876,442	)	 	 	(847,102	)
	Proceeds from the exercise of warrants	 	 	61,723	 	 	 	712,502	 
	Proceeds from the exercise of stock options	 	 	857,882	 	 	 	-	 
	 	 	 	(1,243,090	)	 	 	(329,829	)
	 	 	 	 	 	 	 	 	 
	Increase (decrease) in cash and cash equivalents	 	 	4,371,840	 	 	 	397,239	 
	Cash and cash equivalents - Beginning of year	 	 	22,638,300	 	 	 	7,407,122	 
	Cash and cash equivalents - End of year	 	 	27,010,140	 	 	 	7,804,361	 
	Supplemental disclosure of non-cash transactions	 	 	 	 	 	 	 	 
	Additions
    to property and equipment under leases	 	 	-	 	 	 	2,962,605	 



 




     


     


    

 


AcuityAds Holdings Inc.


Notes to Condensed Interim Consolidated Financial Statements


(Unaudited)


March 31, 2021 and 2020


 


(expressed in Canadian dollars)


 


		1	Corporate information


 


AcuityAds Holdings Inc. (“AcuityAds” or the “Company”),
and its wholly owned subsidiaries AcuityAds Inc., AcuityAds US Inc., 140 Proof Inc., and ADman Interactive S.L.U. (“ADman”),
a company that holds certain technology assets, is a leading provider of targeted digital media solutions, enabling advertisers to connect
intelligently with their audiences across online display, video, social and mobile campaigns. AcuityAds is a publicly traded company,
incorporated in Canada, and its head office is located at 70 University Ave, Suite 1200, Toronto, Ontario M5J 2M4. The Company’s
common shares are listed on the Toronto Stock Exchange in Canada, under the trading symbol “AT”.


 


Effective January 1, 2020 AcuityAds MM Inc. and Visible
Measures Corp were merged into AcuityAds US Inc. and 2422330 Ontario Inc. was amalgamated into AcuityAds Inc.


 


		2	Summary of significant accounting policies



 


Statement of compliance


 


These consolidated financial statements have been prepared
in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards
Board. The date the Board of Directors authorized the consolidated financial statements for issue is May 10, 2021.


 


Basis of presentation


 


These condensed interim consolidated financial statements
are prepared in Canadian dollars, which is the Company’s functional and reporting currency and have been prepared mainly under the
historical cost basis. Other measurement bases used are described in the applicable notes.


 


Significant accounting policies


 


The disclosures contained in these unaudited condensed interim
consolidated financial statements do not include all the requirements of IFRS for annual financial statements. The unaudited condensed
interim consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements for
the year ended December 31, 2020.


 


The unaudited condensed interim consolidated financial statements
are based on accounting policies, as described in note 2 to the 2020 audited annual consolidated financial statements.


 


Risks and uncertainties


 


On March 11, 2020, the World Health Organization declared
the outbreak of COVID-19 which continues to spread throughout Canada and around the world, as a global pandemic. To date, the Canadian
federal and provincial governments as well as businesses have mandated various measures, including: travel restrictions, restrictions
on public gatherings, stay-at-home orders and advisories, and the quarantine of individuals who have been exposed to the virus. COVID-19
and actions taken to mitigate the spread of it have had, and are expected to continue to have, an adverse impact on the economies and
financial markets of many countries, including the geographical area in which the Company operates.


 


The severity of the impact of the COVID-19 pandemic on the
Company’s business will depend on a number of factors, including but not limited to the duration and severity of the pandemic and
the extent and severity of the impact on the Company’s customers, all of which are uncertain and cannot be predicted. COVID-19 could
cause a further and sustained decline in the Company’s share price or the occurrence of what management would deem to be a triggering
event that could, under certain circumstances, cause the Company to perform a goodwill or intangible assets impairment test and result
in an impairment charge being recorded for that period.


 






    1 


     


    

 


AcuityAds Holdings Inc.


Notes to Condensed Interim Consolidated Financial Statements


(Unaudited)


March 31, 2021 and 2020


 


(expressed in Canadian dollars)


 


As of the date of issuance of these condensed interim consolidated
financial statements, the extent to which the COVID-19 pandemic may materially impact the Company’s financial condition, liquidity
or results of operations is uncertain.


 


	3	Property and equipment



 


	 	 	Furniture
 and
 fixtures
 $	 	 	Data
 centre
 equipment
 $	 	 	Office
 computer
 equipment
 $	 	 	Equipment
 under
 finance
 leases
 $	 	 	Total
 $	 
	Net book value – December 31, 2020	 	 	850,831	 	 	 	8,824	 	 	 	367,405	 	 	 	6,718,050	 	 	 	7,945,110	 
	Additions	 	 	-	 	 	 	-	 	 	 	40,313	 	 	 	-	 	 	 	40,313	 
	Depreciation	 	 	(58,521	)	 	 	(2,503	)	 	 	(69,165	)	 	 	(900,269	)	 	 	(1,030,458	)
	Net book value – March 31, 2021	 	 	792,310	 	 	 	6,321	 	 	 	338,553	 	 	 	5,817,781	 	 	 	6,954,965	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


	 	 	Furniture
 and
 fixtures
 $	 	 	Data
 centre
 equipment
 $	 	 	Office
 computer
 equipment
 $	 	 	Equipment
 under
 finance
 leases
 $	 	 	Total
 $	 
	Net book value – December 31, 2019	 	 	373,330	 	 	 	21,351	 	 	 	482,641	 	 	 	6,101,512	 	 	 	6,978,834	 
	Additions	 	 	-	 	 	 	-	 	 	 	4,491	 	 	 	2,962,606	 	 	 	2,967,097	 
	Depreciation	 	 	(29,966	)	 	 	(3,250	)	 	 	(56,619	)	 	 	(852,272	)	 	 	(942,107	)
	Net book value – March 31, 2020	 	 	343,364	 	 	 	18,101	 	 	 	430,513	 	 	 	8,211,846	 	 	 	9,003,824	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 


	4	Intangible assets



 


	 	 	Customer
 relationships
 $	 	 	Tradename
 $	 	 	Technology
 $	 	 	Total
 $	 
	Net book value – December 31, 2020	 	 	52,460	 	 	 	-	 	 	 	3,145,493	 	 	 	3,197,953	 
	Amortization	 	 	(29,912	)	 	 	-	 	 	 	(322,656	)	 	 	(352,568	)
	Net book value – March 31, 2021	 	 	22,548	 	 	 	-	 	 	 	2,822,837	 	 	 	2,845,385	 

 


	 	 	Customer
 relationships
 $	 	 	Tradename
 $	 	 	Technology
 $	 	 	Total
 $	 
	Net book value – December 31, 2019	 	 	1,641,517	 	 	 	336,548	 	 	 	5,763,817	 	 	 	7,741,883	 
	Additions	 	 	-	 	 	 	-	 	 	 	260,929	 	 	 	260,929	 
	Amortization	 	 	(381,232	)	 	 	(116,473	)	 	 	(726,533	)	 	 	(1,224,238	)
	Net book value – March 31, 2020	 	 	1,260,285	 	 	 	220,075	 	 	 	5,298,213	 	 	 	6,778,573	 



 



    2 


     


    

 


AcuityAds Holdings Inc.


Notes to Condensed Interim Consolidated Financial Statements


(Unaudited)


March 31, 2021 and 2020


 


(expressed in Canadian dollars)


 


During the three months ended March 31, 2021, the Company
capitalized $nil (2020 – $260,929) of development costs relating to revenue generating technology.


 


		5	Lease obligations



 


	 	 	March 31
 2021
 $	 	 	December 31,
 2020
 $	 
	Obligations under leases	 	 	5,944,051	 	 	 	6,892,017	 
	Less: Current portion	 	 	2,276,678	 	 	 	2,850,497	 
	 	 	 	3,667,373	 	 	 	4,041,520	 



 


The Company has minimum lease payment commitments under leases
for the following amounts:


 


	 	 	$	 
	2021	 	 	2,385,168	 
	2022	 	 	2,118,475	 
	2023	 	 	1,560,947	 
	2024	 	 	542,868	 
	 	 	 	6,607,458	 
	Less: Interest	 	 	663,407	 
	Present value of minimum lease payments	 	 	5,944,051	 



 


		6	Related party transactions and balances



 


Directors and officers are eligible to participate in the
Company’s long-term incentive plans. During the three months ended March 31, 2021, the Company issued nil (2020 – 170,000)
stock options to directors and officers of the Company (note 7(c)).


 


During the three months ended March 31, 2021, the Company
issued 97,498 (2020 - nil) RSUs to directors and officers of the Company. Of those issued in 2021, 85,225 were granted to officers and
12,273 were granted to directors in lieu of cash bonuses and director fees, all vesting immediately.


 


As at March 31, 2021 $nil (2020 - $1,319,625) of the
current outstanding term loans (note 16) relates to amounts loaned by related parties.


 


		7	Share capital and share based payments



 


		a)	Share capital



 


As at March 31, 2021, the Company had an unlimited number
of common shares authorized for issuance (2020 – unlimited) and 54,637,841 common shares outstanding (2020 – 53,422,024).


 


		b)	Equity financing



 


On December 4, 2020, the Company closed a bought deal
offering comprised of 1,968,000 common shares issued from treasury and offered by the Company at a price of $6.10 per share for total
gross proceeds of $12,004,800, including the full exercise by the underwriters of the over-allotment option. The offering was completed
by a syndicate of underwriters. In consideration for their services, the underwriters received aggregate cash compensation equal to 6%
of the gross proceeds of the offering. The Company incurred additional share issuance costs of $1,386,913 in connection with the offering.


 






    3 


     


    

 


AcuityAds Holdings Inc.


Notes to Condensed Interim Consolidated Financial Statements


(Unaudited)


March 31, 2021 and 2020


 


(expressed in Canadian dollars)


 


		c)	Stock option plan and Omnibus Incentive Plan



 


The Company has a stock option plan (the “Stock Option
Plan”), deferred share unit plan (the “Deferred Share Unit Plan”) and an omnibus long-term incentive plan (the “Omnibus
Incentive Plan”). Since the adoption of the Omnibus Incentive Plan by shareholders on June 16, 2020, the Company has stopped
issuing new stock options under its Stock Option Plan and new DSUs under its Deferred Share Unit plan. Previously issued stock options
and DSUs remain outstanding and are governed by the plans under which they were initially issued.


 


Under the Stock Option Plan, the Board of Directors granted
stock options to employees, officers, directors and consultants of the Company. The expiry date of options granted under the Stock Option
Plan typically did not exceed five years from the grant date. The vesting schedule was at the discretion of the Board of Directors and
was generally annually over a three-year period. The exercise price of options was equal to the market price per share on the day preceding
the grant date.


 


The Omnibus Incentive Plan allows for a variety of equity-based
awards to be granted to officers, directors, employees and consultants (in the case of stock options, PSUs and RSUs) and non-employee
directors (in the case of DSUs). Stock options, PSUs, RSUs and DSUs are collectively referred to herein as “Awards”. Each
Award represents the right to receive common shares, or in the case of PSUs, RSUs and DSUs, common shares or cash, in accordance with
the terms of the Omnibus Incentive Plan.


 


The maximum number of common shares reserved for issuance,
in the aggregate, under the Omnibus Incentive Plan, the Stock Option Plan, the Deferred Share Unit Plan of the Company and any other security
based compensation arrangement, collectively, is 15% of the aggregate number of common shares issued and outstanding from time to time.


 


As at March 31, 2021, the Company was entitled to issue
a maximum of 8,195,676 equity-based awards, collectively under the Omnibus Incentive Plan, the existing Stock Option Plan, the existing
DSU Plan and any other security-based compensation arrangement.


 




    4 


     


    

 


AcuityAds Holdings Inc.


Notes to Condensed Interim Consolidated Financial Statements


(Unaudited)


March 31, 2021 and 2020


 


(expressed in Canadian dollars)


 


The following table summarizes the continuity of options issued
under the Stock Option Plan:


 


	 	 	March 31,

2021	 	 	March 31,

2020	 
	 	 	Number of options	 	 	Weighted

average

exercise

price

$	 	 	Number of options	 	 	Weighted

average

exercise

price

$	 
	Outstanding – Beginning of year	 	 	1,865,519	 	 	 	1.69	 	 	 	3,409,886	 	 	 	1.45	 
	Granted	 	 	3,333	 	 	 	1.06	 	 	 	235,000	 	 	 	1.59	 
	Forfeited or cancelled	 	 	-	 	 	 	-	 	 	 	(703,385	)	 	 	1.03	 
	Exercised	 	 	(611,666	)	 	 	1.40	 	 	 	-	 	 	 	-	 
	Outstanding – End of year	 	 	1,257,186	 	 	 	1.83	 	 	 	2,941,501	 	 	 	1.45	 
	Options exercisable – End of year	 	 	780,688	 	 	 	2.14	 	 	 	1,857,836	 	 	 	1.73	 

 


The following table summarizes the continuity of options issued
under the Omnibus Incentive Plan:


 


	 	 	March 31,

2021	 	 	March 31,

2020	 
	 	 	Number of options	 	 	Weighted average

exercise

price

$	 	 	Number of

options	 	 	Weighted

average

exercise

price

$	 
	Outstanding – Beginning of year	 	 	35,000	 	 	 	2.09	 	 	 	-	 	 	 	-	 
	Granted	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	Forfeited or cancelled	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	Exercised	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	Outstanding – End of year	 	 	35,000	 	 	 	2.09	 	 	 	-	 	 	 	-	 
	Options exercisable – End of year	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 




 






    5 


     


    

 





AcuityAds Holdings Inc.


Notes to Condensed Interim Consolidated Financial Statements


(Unaudited)


March 31, 2021 and 2020


 


(expressed in Canadian dollars)


 


A summary of the Company’s combined stock options
and Omnibus options outstanding under the above plans is as follows:


 


	 	 	March 31,
 2021	 
	Range of

 exercise 

prices 

$	 	Number
 of options
	 	 	Weighted
 average
 remaining
 contractual
 life (years)
	 	 	Weighted
 average
 number of
 options
 exercisable
	 
	0.96	 	 	37,333	 	 	 	2.42	 	 	 	667	 
	1.06	 	 	132,168	 	 	 	2.50	 	 	 	43,667	 
	1.13	 	 	95,000	 	 	 	4.17	 	 	 	-	 
	1.14	 	 	10,000	 	 	 	2.67	 	 	 	6,667	 
	1.15	 	 	20,000	 	 	 	3.67	 	 	 	6,667	 
	1.27	 	 	8,334	 	 	 	3.42	 	 	 	1,668	 
	1.55	 	 	83,017	 	 	 	3.17	 	 	 	4,351	 
	1.59	 	 	185,000	 	 	 	3.92	 	 	 	51,668	 
	1.71	 	 	506,334	 	 	 	3.00	 	 	 	485,333	 
	1.94	 	 	50,000	 	 	 	0.42	 	 	 	50,000	 
	2.09	 	 	35,000	 	 	 	4.42	 	 	 	-	 
	4.12	 	 	7,500	 	 	 	1.17	 	 	 	7,500	 
	4.47	 	 	22,500	 	 	 	1.42	 	 	 	22,500	 
	4.60	 	 	100,000	 	 	 	1.00	 	 	 	100,000	 
	 	 	 	1,292,186	 	 	 	 	 	 	 	780,688	 



 


	 	 	March 31,
 2020	 
	Range of

 exercise

 prices

 $	 	Number
 of options
	 	 	Weighted
 average
 remaining
 contractual
 life (years)
	 	 	Weighted
 average
 number of
 options
 exercisable
	 
	0.64	 	 	500,000	 	 	 	3.17	 	 	 	166,667	 
	0.78	 	 	90,000	 	 	 	0.17	 	 	 	90,000	 
	0.83	 	 	100,000	 	 	 	0.67	 	 	 	100,000	 
	0.94	 	 	90,000	 	 	 	0.42	 	 	 	90,000	 
	0.96	 	 	110,000	 	 	 	3.42	 	 	 	36,666	 
	1.00	 	 	75,000	 	 	 	0.92	 	 	 	75,000	 
	1.06	 	 	285,500	 	 	 	3.50	 	 	 	95,167	 
	1.08	 	 	75,000	 	 	 	1.00	 	 	 	75,000	 
	1.14	 	 	10,000	 	 	 	3.67	 	 	 	3,333	 
	1.15	 	 	20,000	 	 	 	4.67	 	 	 	-	 
	1.27	 	 	10,000	 	 	 	4.42	 	 	 	-	 
	1.34	 	 	10,001	 	 	 	1.17	 	 	 	10,001	 
	1.55	 	 	118,000	 	 	 	4.17	 	 	 	-	 
	1.59	 	 	235,000	 	 	 	4.92	 	 	 	-	 
	1.71	 	 	828,000	 	 	 	4.00	 	 	 	786,000	 
	1.94	 	 	100,000	 	 	 	1.42	 	 	 	100,000	 
	4.12	 	 	95,000	 	 	 	2.17	 	 	 	63,334	 
	4.47	 	 	70,000	 	 	 	2.42	 	 	 	46,668	 
	4.60	 	 	120,000	 	 	 	2.00	 	 	 	120,000	 
	 	 	 	2,941,501	 	 	 	 	 	 	 	1,857,836	 



 






    6 


     


    

 


AcuityAds Holdings Inc.


Notes to Condensed Interim Consolidated Financial Statements


(Unaudited)


March 31, 2021 and 2020


 


(expressed in Canadian dollars)


 


During the three months ended March 31, 2021, the Company
recorded share-based compensation expense under the Black-Scholes option pricing model, related to stock options granted to employees,
officers, directors and consultants of the Company of $864,392 (2020 – $143,124).


 


During the three months ended March 31, 2021, the Company
granted nil (2020 – 235,000) stock options with a weighted average exercise price of $nil (2020 – $1.59) to employees, officers,
directors and consultants of the Company. Of those options, nil (2020 – 235,000) options were granted to officers or employees of
the Company. Nil (2020 – nil) options were granted to consultants as compensation for services rendered at a weighted average price
of $nil (2020 – $nil).


 


During the three months ended March 31, 2021, 611,666
options were exercised at a weighted average exercise price of $1.40 per option, for gross proceeds of $857,882 (2020 – no options
were exercised).


 


During three months ended March 31, 2021, the Company
granted nil (2020 – nil) options under the Omnibus Incentive Plan with a weighted average exercise price of $nil (2020 – nil)
to employees, officers, and directors.


 


During the three months ended March 31, 2021, nil (2020
 – nil) options were exercised.


 


Share-based compensation expense was determined based on the
fair value of the options at the date of measurement using the Black-Scholes option pricing model with the weighted average assumptions
for options granted during the three months ended March 31 as follows:


 


	 	 	2021

$	 	 	2020

$	 
	Weighted average grant date fair value of options granted	 	$	1.45	 	 	$	1.46	 
	Weighted average assumptions used	 	 	 	 	 	 	 	 
	Expected option life	 	 	5 years	 	 	 	5 years	 
	Risk-free interest rate	 	 	1.43	%	 	 	1.46	%
	Expected volatility	 	 	143	%	 	 	101	%






 


The expected volatility was estimated based on the historical
volatility of the Company’s shares that covers the expected life of the options granted. The expected option life was estimated
based on historical data and represents the numbers of years the options are expected to be outstanding. The risk-free rate was estimated
based on the Government of Canada marketable bonds with a term that covers the expected life of the options granted.


 


		d)	Deferred share units



 


During the three months ended March 31, 2021, the Company
issued nil (2020 – 132,415) DSUs to employees, officers, independent directors and consultants of the Company, vesting every year
in the measure of one third. During the three months ended March 31, 2021, 374,496 DSUs were exercised.


 


		e)	Restricted share units



 


During the three months ended March 31, 2021, the Company
issued 171,693 (2020 – nil) RSUs to employees, officers, directors and consultants of the Company. During the three months ended
March 31, 2021, 189,834 (2020 – nil) RSUs were exercised.


 






    7 


     


    

 


AcuityAds Holdings Inc.


Notes to Condensed Interim Consolidated Financial Statements


(Unaudited)


March 31, 2021 and 2020


 


(expressed in Canadian dollars)


 


	8	Finance costs





 


	 	 	March 31
 2021
 $	 	 	March 31,
 2020
 $	 
	Finance costs	 	 	 	 	 	 	 	 
	Interest on finance leases and other interest	 	 	147,593	 	 	 	184,920	 
	Interest and fees on revolving line of credit (note 15)	 	 	-	 	 	 	250,736	 
	Interest and fees on term loans (note 16)	 	 	127,287	 	 	 	166,736	 
	 	 	 	274,880	 	 	 	602,392	 

 


	9	Net income (loss) per share



 


The computations for basic and diluted net income (loss)
per share for the three months ended March 31, 2021 and 2020 are as follows:


 


	 	 	2021

$	 	 	2020

$	 
	Net income (loss) for the year	 	 	1,363,881	 	 	 	204,774	 
	Weighted average number of shares outstanding – basic and diluted	 	 	54,398,478	 	 	 	48,997,938	 
	Net income (loss) per share – basic and diluted	 	 	0.03	 	 	 	0.00	 



 


Exercisable options to purchase 780,688 common shares (2020
 – 1,857,836) and 800 warrants (2020 – 1,785,872) were outstanding as at March 31, 2021. The weighted average numbers
of options and warrants were excluded from the calculation of diluted income (loss) per share for the three months ended March 31,
2021 and 2020 because their inclusion would have been anti-dilutive.


 


		10	Segment information



 


The Company’s assets and operations are substantially
located in Canada; however, the Company also has employees and customers in the United States and Europe, and generates revenue in each
region. Revenue by region for the three months ended March 31, 2021 and 2020 is as follows:


 


	 	 	2021

$	 	 	2020

$	 
	United States	 	 	21,430,134	 	 	 	17,829,363	 
	Canada	 	 	3,111,483	 	 	 	2,780,381	 
	Europe and other	 	 	2,912,975	 	 	 	3,605,856	 
	 	 	 	27,454,592	 	 	 	24,215,600	 



 


During the three months ended March 31, 2021, the Company
had one customer that represented 18% (2020 - 18%) of total revenue.


 


		11	Government assistance



 


During the year ended December 31, 2020, the Company
secured a $3,000,000 commitment funding from the National Research Council’s Industrial Research Assistance Program (“IRAP”)
that is expected to be paid between May 2020 and October 2021, subject to the Company meeting certain program requirements.
During the three months ended March 31, 2021, the Company has received $815,930 of this commitment from IRAP, and these amounts were
used to reduce technology costs on the condensed interim consolidated statement of income (loss).


 






    8 


     


    

 


AcuityAds Holdings Inc.


Notes to Condensed Interim Consolidated Financial Statements


(Unaudited)


March 31, 2021 and 2020


 


(expressed in Canadian dollars)


 


	12	Financial instruments



 


Classification of financial instruments


 


The following table provides the allocation of financial
instruments and their associated financial instrument classifications:


 


	 	 	Loans
and receivables/
 financial liabilities

(amortized cost)
	 
	Measurement basis	 	March 31,
 2021
 $	 	 	December 31,
 2020
 $	 
	Financial assets	 	 	 	 	 	 	 	 
	Cash and cash equivalents	 	 	27,010,140	 	 	 	22,638,300	 
	Accounts receivable	 	 	27,443,181	 	 	 	31,859,306	 
	Investment tax credit receivable	 	 	-	 	 	 	21,922	 
	 	 	 	54,453,321	 	 	 	54,519,528	 

 


	 	 	Loans
and receivables/
 financial liabilities

(amortized cost)
	 
	Measurement basis	 	 	March 31,
 2021
 $	 	 	 	December 31,
 2020
 $	 
	Financial liabilities	 	 	 	 	 	 	 	 
	Accounts payable and accrued liabilities	 	 	20,833,225	 	 	 	23,232,661	 
	Term loans	 	 	7,539,209	 	 	 	8,278,004	 
	International loans	 	 	1,310,698	 	 	 	1,980,229	 
	Lease obligations	 	 	5,944,051	 	 	 	6,892,017	 
	 	 	 	35,627,183	 	 	 	40,382,911	 



 


Fair value measurements


 


The Company provides disclosure of the three-level hierarchy
that reflects the significance of the inputs used in making the fair value measurement. The carrying values of cash and cash equivalents,
restricted cash, accounts receivable, ITC receivable, revolving line of credit, repayable government grant, accounts payable and
accrued liabilities, current portion of finance lease obligations, current portion of contingent consideration and current portion of
term loans approximate their fair values given their short-term nature. The carrying value of the non-current liabilities approximates
their fair value, given that the difference between the discount rates used to recognize the liabilities in the consolidated statements
of financial position and the market rates of interest is not considered significant. The three levels of fair value hierarchy based on
the reliability of inputs are as follows:


 


		·	Level 1 – inputs are quoted prices in active markets for identical assets and liabilities;



 






    9 


     


    

  


AcuityAds Holdings Inc.


Notes to Condensed Interim Consolidated Financial Statements


(Unaudited)


March 31, 2021 and 2020


 


(expressed in Canadian dollars)


 


		·	Level 2 – inputs are based on observable market data, either directly or indirectly other than quoted prices; and





 


		·	Level 3 – inputs are not based on observable market data.



 


There were no transfers of financial assets during the three
months ended March 31, 2021 and 2020 between any of the levels.


 


		13	Capital risk management



 


The Company’s objectives in managing capital are to
ensure sufficient liquidity to pursue its strategy of organic growth combined with strategic acquisitions and to provide returns to its
shareholders. The Company defines capital that it manages as the aggregate of its shareholders’ equity, which comprises issued capital,
contributed surplus and deficit. The Company manages its capital structure and makes adjustments to it in working capital requirements.
In order to maintain or adjust its capital structure, the Company, upon approval from the Board of Directors, may issue shares, repurchase
shares, pay dividends or undertake other activities as deemed appropriate under the specific circumstances. The Company is not subject
to externally imposed capital requirements, except for certain monthly financial covenants associated with the revolving line of credit
as described in note 19.


 


		14	Financial risk management



 


The Company’s Board of Directors has overall responsibility
for the establishment and oversight of the Company’s risk management framework and reviews the Company’s risk management policies
on an annual basis. Management identifies and evaluates financial risks and is charged with the responsibility of establishing controls
and procedures to ensure that financial risks are mitigated in accordance with the approved policies.


 


Credit risk


 


Credit risk is the risk of financial loss to the Company
if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises from the Company’s
accounts receivable and cash. As at March 31, 2021, one customer represented 18% of the gross accounts receivable balance of $27,743,181
(2020 - $30,734,142).


 


The Company reviews the components of these accounts on a
regular basis to evaluate and monitor this risk. The Company’s customers are generally financially established organizations, which
limits the credit risk relating to the customers. In addition, credit reviews by the Company take into account the counterparty’s
financial position, past experience and other factors.


 


The accounts receivable balances due from these significant
customers were current as at March 31, 2021. As at March 31, 2021, the allowance for doubtful accounts was $300,000 (2020 –
$502,974). In establishing the appropriate allowance for doubtful accounts, management makes assumptions with respect to the future collectability
of the receivables. Assumptions are based on an individual assessment of a customer’s credit quality as well as subjective factors
and trends. Overdue accounts as at March 31, 2021 were $4,035,829 (2020 – $3,265,926), which is in the normal course of business.
Management believes that the allowance is adequate.


 


The Company from time to time invests its excess cash in
accounts with Schedule I banks, with the objective of maintaining the safety of the principal and providing adequate liquidity to meet
current payment obligations and future planned capital expenditures and with the secondary objective of maximizing the overall yield of
the portfolio. The Company’s cash as at March 31, 2021 is not subject to external restrictions. Investments must be rated at
least investment grade by recognized rating agencies. Given these high credit ratings, the Company does not expect any counterparties
to these investments to fail to meet their obligations.


 






    10 


     


    

 


AcuityAds Holdings Inc.


Notes to Condensed Interim Consolidated Financial Statements


(Unaudited)


March 31, 2021 and 2020


 


(expressed in Canadian dollars)


 


Liquidity risk


 


Liquidity risk is the risk that the Company will not be able
to meet its financial obligations as they come due. The Company’s approach to managing liquidity is to ensure, to the extent possible,
that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Company’s reputation. The Company manages its liquidity risk by continually monitoring
forecasted and actual revenue and expenditures and cash flows from operations. Management is also actively involved in the review and
approval of planned expenditures. The Company’s principal cash requirements are for principal and interest payments on its debt,
capital expenditures and working capital needs. The Company uses its operating cash flows, loans and borrowings and cash balances to maintain
liquidity. In the event that future cash flows from operations are lower than expected, the Company may need to seek additional financing,
either by issuing additional equity or by undertaking additional borrowings. There is no certainty that additional financing will be available
or that it will be available on attractive terms.


 


The following are the contractual maturities for the financial
liabilities:


 


	 	 	March 31,

2021
	 
	 	 	 	Carrying
 amount
 $
	 	 	 	Total
 contractual
 cash flows
 $
	 	 	 	Less than
 1
                                                                                                                                                                                                                      year
 $
	 	 	 	1 to 3
 Years
 $
	 	 	 	>3 years
 $	 
	Accounts payable and accrued liabilities	 	 	20,833,225	 	 	 	20,833,225	 	 	 	20,833,225	 	 	 	-	 	 	 	-	 
	Revolving line of credit	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	International Loans	 	 	1,310,698	 	 	 	1,310,698	 	 	 	528,280	 	 	 	782,418	 	 	 	-	 
	Term Loans	 	 	7,539,209	 	 	 	7,942,577	 	 	 	2,436,213	 	 	 	5,506,364	 	 	 	-	 
	Lease Obligation	 	 	5,944,051	 	 	 	6,607,458	 	 	 	2,385,168	 	 	 	4,222,290	 	 	 	-	 
	 	 	 	35,627,183	 	 	 	36,693,958	 	 	 	26,182,886	 	 	 	10,511,072	 	 	 	-	 



 


	 	 	December 31,

2021
	 
	 	 	 	Carrying
 amount
 $
	 	 	 	Total
 contractual
 cash flows
 $
	 	 	 	Less than
 1
                                                                                                                                                                                                                      year
 $
	 	 	 	1 to 3
 Years
 $
	 	 	 	>3 years
 $	 
	Accounts payable and accrued liabilities	 	 	23,232,661	 	 	 	23,232,661	 	 	 	23,232,661	 	 	 	-	 	 	 	-	 
	Revolving line of credit	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 
	International Loans	 	 	1,980,229	 	 	 	1,980,229	 	 	 	1,092,297	 	 	 	887,932	 	 	 	-	 
	Term Loans	 	 	8,278,004	 	 	 	8,710,774	 	 	 	2,481,550	 	 	 	6,229,224	 	 	 	-	 
	Lease Obligation	 	 	6,892,017	 	 	 	7,315,497	 	 	 	3,366,199	 	 	 	3,949,298	 	 	 	-	 
	 	 	 	40,382,911	 	 	 	41,239,161	 	 	 	30,172,707	 	 	 	11,066,454	 	 	 	-	 



 






    11 


     


    

 


AcuityAds Holdings Inc.


Notes to Condensed Interim Consolidated Financial Statements


(Unaudited)


March 31, 2021 and 2020


 


(expressed in Canadian dollars)


 


Interest rate risk


 


Interest rate risk is the risk of financial loss to the Company
if interest rates increase on interest-bearing instruments. The revolving line of credit bears interest at 4.6%. The term loans bear interest
at a fixed rate of 4.75%, which the Company believes is consistent with market interest rates for this type of debt.


 


Foreign exchange or currency risk


 


The Company is exposed to foreign exchange risk from purchase
transactions, as well as recognized financial assets and liabilities denominated in US dollars. The Company’s main objective in
managing its foreign exchange risk is to maintain US cash on hand to support US forecasted obligations and cash flows. To achieve this
objective, the Company monitors forecasted cash flows in foreign currencies and attempts to mitigate the risk by modifying the nature
of cash held.


 


If a shift in foreign currency exchange rates of 10% were
to occur, the foreign exchange gain or loss on the Company’s net monetary assets could change by approximately $1,539,421 due to
the fluctuation and this would be recorded in the consolidated statements of comprehensive loss.


 


Balances held in US dollars are as follows in CAD:


 


	 	 	March 31,
 2021
 $	 	 	December 31,
 2020
 $	 
	Cash	 	 	6,474,041	 	 	 	9,255,266	 
	Accounts receivable	 	 	21,618,218	 	 	 	24,011,673	 
	Accounts payable	 	 	12,698,050	 	 	 	14,547,342	 
	Line of credit	 	 	-	 	 	 	-	 






 


		15	Revolving line of credit



 


The Company currently has a revolving line of credit with
Silicon Valley Bank (“SVB”). The Line of Credit has been amended several times in 2016, 2018, and 2019. Currently the line
of credit has a maximum borrowing availability of US$18 million (CAD$22 million). Actual availability from time to time depends on the
Company’s borrowing base at such time.


 


Most recently on December 24, 2020, the Company and
SVB agreed to amend the applicable interest rate on the line of credit to the greater of prime plus 1.35% or 4.60%. At March 31,
2021, the prime rate was 3.25%. The line of credit is secured by a general security agreement, an assignment of ITCs and a pledge of all
shares of any direct or indirect subsidiary of the Company.


 






    12 


     


    

 


AcuityAds Holdings Inc.


Notes to Condensed Interim Consolidated Financial Statements


(Unaudited)


March 31, 2021 and 2020


 


(expressed in Canadian dollars)


 


The following table outlines the activity of the line of
credit during the three months ended March 31, 2021 and 2020:


 


	 	 	$	 
	Amortized cost – January 1, 2021	 	-	 
	Amount drawn from revolving line of credit	 	-	 
	Principal amount repaid	 	-	 
	Accrued interest on revolving line of credit	 	-	 
	Payment of interest on revolving line of credit	 	-	 
	Foreign exchange differences	 	-	 
	Amortized cost – March 31, 2021	 	-	 




 


	 	 	$	 
	Amortized cost – January 1, 2020	 	15,384,498	 
	Amount drawn from revolving line of credit	 	23,690,010	 
	Principal amount repaid	 	(25,893,227	)
	Accrued interest on revolving line of credit	 	250,736	 
	Payment of interest on revolving line of credit	 	(221,152	)
	Foreign exchange differences	 	488,808	 
	Amortized cost – March 31, 2021	 	13,699,673	 

 


During the three months ended March 31, 2021, transaction
costs incurred securing the line of credit were $nil (2020 – $nil). All transaction costs have been capitalized and deferred. These
deferred transaction costs are being amortized over the term of the agreement under the effective interest method and are included in
finance costs.


 


		16	Term loans



 


On June 15, 2018, all outstanding principal balances
related to previous term loans were repaid and the Company obtained a new $7,263,000 term loan (the “2018 Loan”) from a group
of private lenders (the “Lenders”). The 2018 Loan was made pursuant to a credit agreement dated June 15, 2018, between
the Company and various Lenders, including several individuals who are non-arms’ length to the Company (the “NAL Lenders”).
The NAL Lenders included several officers and directors of the Company who funded an aggregate of $2,263,000 of the 2018 Loan.


 


The 2018 Loan was subordinate to the Company’s existing
line of credit with SVB and had a term of two years. The 2018 Loan accrued interest at the rate of 12.0% per annum and the Lenders were
issued an aggregate of 2,420,990 warrants (the “Warrants”) as bonus warrants in connection with the 2018 Loan. Each Warrant
entitled the Lender to acquire one common share for a period of two years at an exercise price of $1.01 per common share, which represented
the closing price of the common shares on June 14, 2018. At the time of issuance, the 2,420,990 Warrants had a fair value of $0.46
per Warrant. The fair value of the Warrants was determined using the Black-Scholes option pricing model using the following assumptions:
risk-free interest rate of 2.18%, expected volatility of 98%, expected life of 1.75 years and expected dividends of $nil.


 


Transaction costs incurred in securing the 2018 Loan were
$256,403. Included in that amount are nominal fees that the Company agreed to pay to two eligible parties assisting in the 2018 Loan.
All transaction costs were capitalized and deferred. These deferred transaction costs are being amortized over the term of the agreement
under the effective interest rate method and included in the finance costs.


 


Fifty percent of the principal portion of the 2018 Loan was
to be repaid in ten equal quarterly installments beginning January 1, 2019. The remaining 50% of the 2018 Loan was to be paid at
maturity.


 






    13 


     


    

 


AcuityAds Holdings Inc.


Notes to Condensed Interim Consolidated Financial Statements


(Unaudited)


March 31, 2021 and 2020


 


(expressed in Canadian dollars)


 


On March 31, 2019, the Company entered into an amending
agreement to its credit agreement dated June 15, 2018, whereby the maturity date of the 2018 Loan was extended from June 15,
2020 to June 15, 2021.


 


On April 12, 2020, the Company borrowed US$5,400,00
from SVB pursuant to a secured term loan which expires April 1, 2024 (the “Secured Term Loan”), and which bears interest
at the annual rate equal to the greater of (i) prime plus 2.0% and (ii) 6.75%. All transaction costs related to the Secured
Term Loan have been capitalized and deferred and are being amortized over the term of the agreement under the effective interest rate
method and included in finance costs.


 


On April 17, 2020, all outstanding principal balances
related to the 2018 Loan were repaid in the amount of $5,144,625 and the Company incurred an early repayment penalty of 2.5% totalling
$128,616. During the year ended December 31, 2020, $372,188 of transaction costs were incurred securing the Secured Term Loan. All
transaction costs have been capitalized and deferred. These deferred transaction costs are being amortized over the term of the agreement
under the effective interest method and included in finance costs.


 


On November 9, 2020, the Company and SVB agreed to increase
the availability under the Secured Term Loan by additional US$2,350,000 to a total of US$7,750,000.


 


On December 24, 2020, the Company and SVB agreed to
amend the applicable interest rate to the greater of prime plus 1.50% or 4.75%. At December 31, 2020, the prime rate was 3.25%.


 


On May 5, 2020, the Company secured a loan of US$1,390,294
(CAD$1,816,836) pursuant to the Paycheck Protection Program as part of the United States’ Coronavirus Aid, Relief and Economic
Security Act. On October 12, 2020 the Company applied for the loan forgiveness in accordance with the terms of that program,
and the loan was fully forgiven on November 25, 2020. The total loan of US$1,390,294 (CAD$1,816,836) was used to reduce salary costs
on the statement of income (loss), $1,282,208 for sales and marketing costs, $465,481 for technology costs, and $69,147 for general and
administrative costs.


 


The following table outlines the activity of the term loans
during the three months ended March 31, 2021 and 2020:


 


	 	 	$	 
	Amortized cost – January 1, 2021	 	 	8,278,004	 
	Accrued Interest	 	 	127,287	 
	Payment of interest	 	 	(93,671	)
	Principal amount repaid	 	 	(616,722	)
	Exchange	 	 	(155,689	)
	Balance – March 31, 2021	 	 	7,539,209	 



 


	 	 	$	 
	Amortized cost – January 1, 2020	 	 	3,452,331	 
	Accrued interest	 	 	166,736	 
	Payment of interest	 	 	(153,916	)
	Principal amount repaid	 	 	(302,625	)
	Balance – March 31, 2020	 	 	3,162,526	 

 






    14 


     


    

 


AcuityAds Holdings Inc.


Notes to Condensed Interim Consolidated Financial Statements


(Unaudited)


March 31, 2021 and 2020


 


(expressed in Canadian dollars)


 





		17	International loans


 


On June 15, 2018, as a part of the acquisition of ADman,
the Company assumed various government and bank loans and lines of credits.


 


Term loans


 


The interest rate and maturity date of each of the unsecured
term loans held and the activity during the three months ended March 31, 2021 and 2020 are set out in the table below.


 


Line of credit


 


The line of credit is secured against the Company’s
accounts receivable. The interest rate and term date of line of credit held and the activity during the three months ended March 31,
2021 and 2020 are set out in the table below:


 


	 	 	Balance
                                            – 

January 1,
 2021
 $
	 	 	Amount


                                            drawn
 $
	 	 	Principal
                                            

amount 

repaid
 $
	 	 	Balance
                                            –

 March 31,
 2021
 $
	 	 	Interest
 rate
 %
	 	 	Maturity
    date
	Term
    Loans	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bankinter	 	 	20,054	 	 	 	-	 	 	 	14,106	 	 	 	5,948	 	 	 	2.75	%	 	May 20,
    2021
	Banco
    Sabadell	 	 	29,346	 	 	 	-	 	 	 	9,904	 	 	 	19,442	 	 	 	3.25	%	 	October 15,
    2022
	Bankinter	 	 	119,770	 	 	 	-	 	 	 	19,207	 	 	 	100,563	 	 	 	2.35	%	 	August 17,
    2022
	Banco
    Sabadell	 	 	67,648	 	 	 	-	 	 	 	9,619	 	 	 	58,029	 	 	 	4.60	%	 	October 20,
    2022
	Santander	 	 	353,658	 	 	 	-	 	 	 	38,191	 	 	 	315,467	 	 	 	2.53	%	 	May 18,
    2023
	Bankinter_ICO
    2020	 	 	53,580	 	 	 	69,631	 	 	 	5,589	 	 	 	117,622	 	 	 	2.25	%	 	May 22,
    2024
	Santander_ICO	 	 	390,200	 	 	 	-	 	 	 	-	 	 	 	390,200	 	 	 	2.03	%	 	April 8,
    2025
	Sabadell_ICO
    2020	 	 	156,082	 	 	 	-	 	 	 	-	 	 	 	156,082	 	 	 	1.75	%	 	May 21,
    2025
	CDTI	 	 	125,167	 	 	 	-	 	 	 	-	 	 	 	125,167	 	 	 	3.00	%	 	December 31,
    2022
	 	 	 	1,315,505	 	 	 	69,631	 	 	 	96,616	 	 	 	1,288,520	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Line
    of credit	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bankinter	 	 	7,554	 	 	 	21,986	 	 	 	7,362	 	 	 	22,178	 	 	 	2.65	%	 	July 17,
    2021
	Bankinter	 	 	120,141	 	 	 	-	 	 	 	120,141	 	 	 	-	 	 	 	Euribor
                                            + 2,25	 	 	May 19,
    2022
	Santander	 	 	525,890	 	 	 	-	 	 	 	525,890	 	 	 	-	 	 	 	Euribor
                                            + 1,95	 	 	April 16,
    2023
	Banco
    Sabadell	 	 	-	 	 	 	62,686	 	 	 	62,686	 	 	 	-	 	 	 	1.75	%	 	May 21,
    2023
	Bankia	 	 	11,139	 	 	 	-	 	 	 	11,139	 	 	 	-	 	 	 	2.90	%	 	August 6,
    2023
	 	 	 	664,724	 	 	 	84,672	 	 	 	727,218	 	 	 	22,178	 	 	 	 	 	 	 
	Total	 	 	1,980,229	 	 	 	154,303	 	 	 	823,834	 	 	 	1,310,698	 	 	 	 	 	 	 

 




    15 


     


    

 


AcuityAds Holdings Inc.


Notes to Condensed Interim Consolidated Financial Statements


(Unaudited)


March 31, 2021 and 2020


(expressed in Canadian dollars)


 


	 	 	Balance
                                            – 

January 1,
 2021
 $
	 	 	Amount


                                            drawn
 $
	 	 	Principal


                                            amount 

repaid
 $
	 	 	Balance
                                            –

 March 31
 2021
 $
	 	 	Interest
 rate
 %
	 	 	Maturity
    date
	Term
    Loans	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bankinter	 	 	80,322	 	 	 	-	 	 	 	14,890	 	 	 	65,432	 	 	 	2.75	 	 	May 20,
    2021
	La
    Caixa	 	 	24,305	 	 	 	-	 	 	 	12,987	 	 	 	11,318	 	 	 	1.96	 	 	June 1,
    2020
	Santander	 	 	508,026	 	 	 	-	 	 	 	38,172	 	 	 	469,854	 	 	 	2.53	 	 	May 18,
    2023
	Banco
    Sabadell	 	 	106,025	 	 	 	-	 	 	 	9,415	 	 	 	96,610	 	 	 	4.60	 	 	October 20,
    2021
	Bankinter	 	 	197,310	 	 	 	-	 	 	 	19,226	 	 	 	178,084	 	 	 	2.35	 	 	August 17,
    2022
	Banco
    Sabadell	 	 	21,918	 	 	 	70,128	 	 	 	70,175	 	 	 	21,871	 	 	 	3.25	 	 	October 15,
    2022
	Banco
    Sabadell	 	 	69,193	 	 	 	-	 	 	 	9,826	 	 	 	59,367	 	 	 	3.25	 	 	October 15,
    2022
	CDTI	 	 	159,258	 	 	 	-	 	 	 	-	 	 	 	159,258	 	 	 	3.00	 	 	December 31,
    2020
	Avanza
    2014	 	 	270,409	 	 	 	-	 	 	 	-	 	 	 	270,409	 	 	 	3.00	 	 	December 20,
    2020
	 	 	 	1,436,766	 	 	 	70,128	 	 	 	174,691	 	 	 	1,332,203	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Line
    of credit	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bankia	 	 	-	 	 	 	97,001	 	 	 	-	 	 	 	97,001	 	 	 	2.90	 	 	December 10,
    2020
	Banco
    Sabadell	 	 	85,045	 	 	 	386,349	 	 	 	443,823	 	 	 	27,570	 	 	 	2.47	 	 	October 18,
    2020
	Bankinter	 	 	92,177	 	 	 	361,579	 	 	 	313,071	 	 	 	140,685	 	 	 	2.75	 	 	July 23,
    2020
	La
    Caixa	 	 	-	 	 	 	1,502,025	 	 	 	1,530,252	 	 	 	(28,227	)	 	 	2.12	 	 	May 31,
    2020
	Santander	 	 	524,066	 	 	 	-	 	 	 	-	 	 	 	524,066	 	 	 	Euribor
                                            + 1,75	 	 	April 25,
    2020
	Bankinter	 	 	129,794	 	 	 	342,074	 	 	 	221,688	 	 	 	250,180	 	 	 	2.75	 	 	July 23,
    2020
	Santander	 	 	175,571	 	 	 	119,761	 	 	 	214,448	 	 	 	80,884	 	 	 	Euribor
                                            + 1,75	 	 	April 25,
    2020
	 	 	 	1,006,653	 	 	 	2,808,789	 	 	 	2,723,282	 	 	 	1,092,160	 	 	 	 	 	 	 
	Total	 	 	2,443,419	 	 	 	2,878,917	 	 	 	2,897,973	 	 	 	2,424,363	 	 	 	 	 	 	 



 


		18	Income taxes



 


Income tax expense is recognized based on management’s
estimate of the weighted average annual income tax rate expected for the full financial year.


 






    16