Adcore Announces Intention to Commence Normal Course Issuer Bid

TORONTO, ONTARIO – May 11, 2022 – Adcore Inc. (the “Company” or “Adcore”) (TSX:ADCO) (OTCQX:ADCOF) (FSE:ADQ) (TSX:ADCO-WT), a leading e-commerce advertising management and automation platform to leverage digital marketing in an effortless and accessible way (“Effortless Marketing”), announced today that the Company intends to make a normal course issuer bid  (the “NCIB”) to purchase up to 3,188,475 common shares of the Company (“Common Shares”).

The Company reviews all elements of its capital allocation strategy on an ongoing basis. Management and the board of directors of the Company (the “Board”) believe that the market price of the Common Shares may not, from time to time, fully reflect their value and accordingly, the purchase of Common Shares would be in the best interests of the Company and its shareholders and represents an attractive and appropriate use of available funds.

The NCIB has been approved by the Board; however it is subject to acceptance by the Toronto Stock Exchange (the “TSX”), and if accepted, will be made in accordance with the applicable rules and policies of the TSX and Canadian securities laws. Under the NCIB, the Company would be permitted to purchase for cancellation, through the facilities of the TSX, up to 5% of the issued and outstanding Common Shares (calculated in accordance with TSX rules), or 3,188,475 common shares. The exact number of Common Shares subject to the NCIB will be determined on the date of acceptance of the notice of intention by the TSX.

All Common Shares under the NCIB will be purchased at prevailing market prices in accordance with the rules and policies of the TSX and applicable securities laws. The actual number of Common Shares that may be purchased, and the timing of any such purchases, will be determined by the Company, subject to the applicable terms and limitations of the NCIB.  All Common Shares acquired by the Company under the NCIB will be cancelled.

Subject to acceptance by the TSX of the NCIB, the Company intends to commence the NCIB on Wednesday, May 18^th, 2022.  The NCIB will terminate one year after its commencement, or earlier if the maximum number of Common Shares under the NCIB have been purchased. Although the Company has a present intention to acquire its Common Shares pursuant to the NCIB, the Company will not be obligated to make any purchases and purchases may be suspended by the Company at any time. The Company reserves the right to terminate the NCIB earlier if it feels it is appropriate to do so.

In connection with the NCIB and subject to TSX approval, the Company may enter into an automatic share purchase plan with its designated broker, Canaccord Genuity Corp., to allow for purchases of its Common Shares during certain pre-determined black-out periods when the Company ordinarily would not be active in the market due to its own internal trading blackout periods, insider trading rules or otherwise. Outside of these pre-determined black-out periods, shares will be repurchased in accordance with management’s discretion, subject to applicable law.

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, Elite Tier 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/ or follow us on LinkedIn

FORWARD-LOOKING STATEMENTS

This press release contains certain forward-looking statements, including statements about the Company and the NCIB. 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.

For further information please contact:
ADCORE INC.