Adcore Announces Marketed Public Offering

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

Toronto, Canada – June 9, 2021 – 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 is commencing a marketed offering (the “Offering”) of units (the “Units”) of the Company. 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”).

In connection with the Offering, the Company has filed a preliminary supplement (the “Preliminary Supplement”) to its short form base shelf prospectus dated May 10, 2021 (the “Base Shelf Prospectus”) with the securities commissions or similar regulatory authorities in each of the provinces and territories of Canada.

The total size of the Offering as well as certain other terms of the Units and the Warrants (including the term and the exercise price of each Warrant) will be determined in the context of the market at the time of pricing. There can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering. The closing of the Offering will be subject to market and other customary conditions, including requirements of the Toronto Stock Exchange.

Canaccord Genuity Corp. is acting as lead underwriter for the Offering.

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

The Company also intends to grant 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 15% of the Units pursuant to the Offering 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. 

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 16, 2021 (the “Closing”) and is subject to the Company receiving all necessary regulatory approvals.

Copies of the Preliminary Supplement and the Base Shelf Prospectus, can be obtained on SEDAR at www.sedar.com and from Canaccord Genuity Corp., 2100, 609 Granville St, Vancouver BC V7Y 1H2. The Preliminary Supplement and the Base Shelf Prospectus contains important detailed information about the Company and the proposed Offering. Prospective investors should read the Preliminary Supplement and the Base Shelf 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.