Adcore Announces Pricing and Terms of Marketed Offering of Equity Units

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/

TORONTO, June 11, 2021 /CNW/ - Adcore Inc. ("Adcore" or the "Company") (TSX:ADCO) (FSE:ADQ), a leading e-commerce advertising management and automation platform to leverage digital marketing in an effortless and accessible way ("Effortless Advertising"), is pleased to announce that it has priced its previously announced marketed offering (the "Offering") of units (the "Units") of the Company.

Pursuant to the Offering, the Company intends to issue 3,100,000 Units at a price of C$1.33 per Unit for gross proceeds of C$4,123,000.  Each Unit will consist of one common share of the Company (a "Common Share") and one-half of one common share purchase warrant (each whole purchase warrant, a "Warrant").  Each Warrant will be exercisable into one Common Share for a period of 24 months from the closing of the Offering at an exercise price of C$1.80, subject to adjustment in certain events.

The Units will be offered in each of the provinces and territories of Canada, other than Québec pursuant to a prospectus supplement to the Company's short form base shelf prospectus dated May 10, 2021 (collectively, the "Prospectus").

The Offering is being conducted through a syndicate of underwriters led by Canaccord Genuity Corp. and including Echelon Wealth Partners Inc., Roth Canada, ULC and Haywood Securities Inc. (collectively, the "Underwriters").

The net proceeds from the Offering will be used for sales and marketing, research and development and general corporate purposes.

The Company has granted the Underwriters an option (the "Over-Allotment Option") to cover over-allotments and for market stabilization purposes, exercisable at any time up to 30 days subsequent to the closing of the Offering, to purchase up to an additional 465,000 on the same terms and conditions of the Offering.  The over-allotment option will be exercisable to acquire Units, Common Shares and/or Warrants comprising the Units (or any combination thereof) at the discretion of the underwriters.  If the Over-Allotment Option is exercised in full the total gross proceeds of the Offering will be C$4,741,450.

The Company will use commercially reasonable efforts to obtain the necessary approvals to list the Warrants on the Toronto Stock Exchange (the "TSX").

The closing of the Offering is expected to occur on or about June 17, 2021 (the "Closing") and is subject to the Company receiving all necessary regulatory approvals.

Copies of the Prospectus may be obtained on SEDAR at www.sedar.com and from Canaccord Genuity Corp., 2100, 609 Granville St, Vancouver BC V7Y 1H2. The Prospectus contains important detailed information about the Company and the Offering. Prospective investors should read the Prospectus and the other documents the Company has filed on SEDAR at www.sedar.com  before making an investment decision.

No securities regulatory authority has either approved or disapproved of the contents of this press release. The Units, Common Shares and Warrants have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws. Accordingly, the securities described herein may not be offered or sold within the "United States" or to, or for the account or benefit of, a person in the "United States" or a "U.S. person" (as such terms are defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the those registration requirements. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of Adcore in any jurisdiction in which such offer, solicitation or sale would be unlawful.

ABOUT ADCORE

Adcore is empowering entrepreneurs, advertisers, and the future of e-commerce through its advertising management and automation platform. By combining extensive industry knowledge and experience with its proprietary artificial intelligence engine, Adcore offers a unique digital marketing solution that empowers entrepreneurs and advertisers by managing and automating their e-commerce store advertising, and monitoring and analyzing the performance of their advertising budget to ensure maximum Return on Investment. In addition to being named numerous times on Deloitte's Fast 50 Technology list, Adcore is a certified Google Premier Partner, Microsoft Partner, Facebook Partner and TikTok Partner.

Established in 2006, the Company employs over fifty people in its headquarters in Tel Aviv, Israel and satellite offices in Toronto, Canada, Melbourne, Australia, Hong Kong and Shanghai, China.

For more information about Adcore, please visit https://www.adcore.com/investors/

FORWARD-LOOKING STATEMENTS

This press release contains certain forward-looking statements, including statements about the Company, the terms of the offering, including the proposed closing date and the use of the net proceeds of the Offering. Wherever possible, words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential" or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward looking statements. These statements reflect management's current beliefs and are based on information currently available to management as at the date hereof.

Forward-looking statements involve significant risk, uncertainties, and assumptions. Many factors could cause actual results, performance, or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully, and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

A more complete discussion of the risks and uncertainties facing the Company appears in the Preliminary Supplement and the Base Shelf Prospectus, and in the Company's Annual Information Form and other continuous disclosure filings, which are available on SEDAR at www.sedar.com. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements as a result of new information or future events, or for any other reason.

SOURCE Adcore Inc.

ADCORE INC., https://www.adcore.com/investors/; Martijn van den Bemd, GM North America, Telephone: [phone], Email: [email protected]; U.S. Investor Relations, John Nesbett/Jennifer Belodeau, IMS Investor Relations, Telephone: [phone], Email: [email protected]; Canada Investor Relations, Virtus Advisory Group, Telephone: [phone], Email: [email protected]