ADCORE Inc.

A copy of this preliminary prospectus supplement has been filed with the securities regulatory authorities in each of the provinces and territories of Canada, but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary prospectus supplement may not be complete and may have to be amended.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus supplement, together with the short form base shelf prospectus dated May 10, 2021 to which it relates and each document deemed to be incorporated by reference in the short form base shelf prospectus and this prospectus supplement, constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

The offering of these securities has not been, and will not be, registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act "), or the securities laws of any state of the United States. Such securities may not be offered, sold or otherwise disposed of, directly or indirectly, in the United States, its territories or possessions, any state of the United States or the District of Columbia (collectively, the " United States "), or to, or for the account or benefit of, any U.S. person (as defined in Regulation S under the U.S. Securities Act) (a " U.S. Person ") except in a transaction exempt from registration under the U.S. Securities Act and under the securities laws of any applicable state. This prospectus supplement does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States. See "Plan of Distribution".

Information has been incorporated by reference in this prospectus supplement and the accompanying short form base shelf prospectus dated May 10, 2021 to which it relates from documents filed with securities commissions or similar authorities in Canada Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of Adcore Inc. at 100 King Street West, Suite 1600, Toronto, Ontario, Canada, M5X 1G5, telephone (415) 799-4515 and are also available electronically at www.sedar.com.

New Issue

June 9, 2021

PRELIMINARY PROSPECTUS SUPPLEMENT To a Short Form Base Shelf Prospectus dated May 10, 2021

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$[●] [●] Units

This preliminary prospectus supplement (this " Prospectus Supplement ") of Adcore Inc. (the " Company " or " Adcore "), together with the short form base shelf prospectus dated May 10, 2021 (the " Prospectus "), qualifies the distribution (the " Offering ") of [●] units (the " Units ") of the Company at a price of $[●] per Unit (the " Offering Price ") pursuant to an underwriting agreement (the " Underwriting Agreement ") dated as of June [●], 2021, between the Company and Canaccord Genuity Corp. (the " Lead Underwriter "), [●] and [●] (together with the Lead Underwriter, the " Underwriters "). The Offering Price and certain other terms of the Offering have been determined by arm's length negotiations between the Company and the Lead Underwriter, on behalf of the Underwriters.

Each Unit will consist of one common share (a " Common Share ") in the capital of the Company (a " Unit Share ") and one-half of one Common Share purchase warrant of the Company (each whole Common Share purchase warrant, a " Warrant "). Each Warrant will entitle the holder to acquire one Common Share (a " Warrant Share ") at an exercise price of $[●] per Warrant Share until 4:30 p.m. (Toronto time) on the date that is 24 months following the Closing Date (as defined herein), subject to adjustment in certain circumstances. The Warrants will be governed by a warrant indenture (the " Warrant Indenture ") to be entered into on or before the Closing Date between the Company and Computershare Trust Company of Canada (" Computershare " or the " Warrant Agent "), as warrant agent. See "Description of the Securities Being Distributed ". The Units will not trade, and will separate into Unit Shares and Warrants immediately upon issuance. See " Plan of Distribution " and " Description of the Securities Being Distributed ".

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The Common Shares are listed and posted for trading on the Toronto Stock Exchange (the " TSX ") under the symbol "ADCO", and trade on the OTC Pink Open Market under the trading symbol "ADCOF", and on the Frankfurt Stock Exchange under the trading symbol "ADQ". On June 8, 2021, the last trading day prior to the filing of this Prospectus Supplement, the closing price of the Common Shares on the TSX was $1.65 on the OTCUS was US$1.32, and on Frankfurt Stock Exchange was €1.13. Adcore has applied to list the Unit Shares, the Warrants and the Warrant Shares on the TSX. Listing will be subject to Adcore fulfilling all listing requirements of the TSX. There is currently no market through which the Warrants may be sold and purchasers may not be able to resell the Warrants purchased under this Prospectus Supplement. This may affect the price of the Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the securities, and the extent of issuer regulation.

Price: $[●] per Unit

	Price to	Underwriting	Net Proceeds
	the Public	Commission(1)	to the Company(2)
Per Unit ............................................................................................................	$[●]	$[●]	$[●]
Total(3).............................................................................................................	$[●]	$[●]	$[●]

Notes:

(1) Pursuant to the Underwriting Agreement, Underwriters will receive a cash commission equal to 7% of the gross proceeds of the Offering (the " Underwriting Commission "); provided that the Underwriting Commission shall be 3.5% on sales to purchasers designated by the Company to the Underwriters (the " President's List Purchasers "). In addition, on the Closing Date, the Company will issue to the Underwriters warrants of the Company (the " Compensation Warrants "), exercisable for a period of 24 months following the Closing Date, to acquire in aggregate that number of Common Shares which is equal to 7% of the aggregate number of Units sold under the Offering to purchasers other than President's List Purchasers, and 3.5% of the total number of Units sold under the Offering to the President's List Purchasers, at an exercise price equal to the Offering Price per Common Share. The Company anticipates that approximately [●] Units will be sold to President's List Purchasers (the " Expected President's List Sales "). If that is the case, then the Underwriting Commission would be $[●], the net proceeds to the Company would be $[●], and the Company would issue to the Underwriters an aggregate of [●] Compensation Warrants. See " Plan of Distribution ". The Underwriting Commission set forth in this table reflects the Underwriting Commission payable in respect of purchasers who are not President's List Purchasers.

(2) After deducting the Underwriting Commission (assuming no sales to President's List Purchasers), but before deducting expenses of the Offering which are estimated to be $[●] and will be paid from the proceeds of the Offering. See " Plan of Distribution ".

(3) The Company has granted to the Underwriters an option (the " Over-Allotment Option "), exercisable in whole or in part in the sole discretion of the Underwriters at any time until the date which is 30 days following the Closing Date, to purchase up to 15% of the number of Units sold on the Closing Date, at a price equal to the Offering Price, solely to cover over-allotments, if any, and for market stabilization purposes. The Over-Allotment Option may be exercised to purchase: (a) up to [●] additional Units (the " Additional Units ") at the Offering Price per Additional Unit, (b) up to [●] additional Common Shares (" Additional Unit Shares ") at $[●] per Additional Unit Share; (c) up to [●] additional Warrants (" Additional Warrants ") at $[●] per Additional Warrant; or (d) any combination of Additional Units, Additional Unit Shares and/or Additional Warrants (collectively, the " Additional Securities "), provided that (i) the number of Additional Units does not exceed [●], (ii) the number of Additional Shares does not exceed [●], and (iii) the number of Additional Warrants does not exceed [●]. If the Over-Allotment Option is exercised in full, the total "Price to the Public", the "Underwriting Commission" and the "Net Proceeds to the Company" (assuming the Expected President's List Sales but before deducting expenses of the Offering) will be $[●], $[●], and $[●], respectively. This Prospectus Supplement and the Prospectus also qualify the grant of the Over-Allotment Option and the distribution of the Additional Units upon exercise of the OverAllotment Option. Any purchaser who acquires Additional Securities forming part of the over-allotment position of the Underwriters pursuant to the OverAllotment Option acquires such securities under this Prospectus Supplement and the Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See " Plan of Distribution ".

Unless the context otherwise requires, when used in this Prospectus Supplement, all references to the "Offering" include the exercise of the Over-Allotment Option, all references to "Units" include the Additional Units issuable upon exercise of the Over-Allotment Option, all references to "Unit Shares" include the Additional Unit Shares, all references to "Warrants" include the Additional Warrants, and all references to "Warrant Shares" include the Common Shares issuable upon exercise of the Additional Warrants.

The Underwriters, as principals, conditionally offer the Units, subject to prior sale, if, as and when issued by the Company and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred under " Plan of Distribution " and subject to approval of certain Canadian legal matters on behalf of the Company by Gowling WLG (Canada) LLP, and certain legal matters on behalf of the Underwriters by DLA Piper (Canada) LLP.

The Underwriters propose to offer the Units initially at the Offering Price. After a reasonable effort has been made to sell all of the Units at the price specified, the Underwriters may subsequently reduce the selling price to investors from time to time in order to sell any of the Units remaining unsold. Any such reduction will not affect the proceeds

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received by the Company. The Underwriters will inform the Corporation if the Offering Price is reduced. See " Plan of Distribution ".

At the closing of the Offering, the Company will arrange for an instant deposit of the Units under the book-based system of registration to be registered to CDS Clearing and Depository Services Inc. (" CDS ") and deposited with CDS on the Closing Date. Except as otherwise set forth in this Prospectus, each purchaser of Units, including any purchaser in the United States that is a "qualified institutional buyer", as defined in Rule 144A under the U.S. Securities Act (a " Qualified Institutional Buyer "), will receive only a customer confirmation from the registered dealer who is a CDS participant (a " CDS Participant ") from or through whom Units are purchased. Physical certificates evidencing Unit Shares and Warrants will not be issued except in limited circumstances.

In connection with the Offering and subject to applicable laws, the Underwriters may over-allot or effect transactions that stabilize or maintain the market price of the Common Shares in accordance with applicable market stabilization rules. Such transactions, if commenced, may be discontinued at any time. See " Plan of Distribution ".

The following table sets forth the number of Additional Securities issuable under the Over-Allotment Option, and Compensation Warrants issuable to the Underwriters in connection with the Offering:

Underwriters' Position Over-Allotment Option Compensation Warrants	Maximum Number of Available Securities Exercise Period Exercise Price or Acquisition Price
	[●] Additional Units [●] Additional Unit Shares [●] Additional Warrants Up to 30 days from the Closing Date $[●] per Additional Unit $[●] per Additional Unit Share $[●] per Additional Warrant [●]Compensation Warrants(1) Up to 24 months from the Closing Date $[●] per Common Share

Note:

(1) Includes full exercise of Over-Allotment Option.

Omri Brill (President, Chief Executive Officer, Chairman and Promoter), Roy Nevo (Chief Operation Officer and Director), Yatir Sadot (Chief Financial Officer), Barak Frank (Corporate Secretary) and Ronnie Jaegermann (Director), who each reside outside of Canada, have appointed Gowling WLG (Canada) LLP, 1 First Canadian Place, 100 King Street West, Suite 1600, Toronto, Ontario M5X 1G5, as their agent for service of process in Canada. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

An investment in the Units is highly speculative and involves significant risks that you should consider before purchasing such Units. You should carefully review the " Risk Factors " section of this Prospectus Supplement, the Prospectus and the documents incorporated by reference herein and therein as well as the information under the heading " Cautionary Note Regarding Forward-Looking Information ".

The Company was incorporated under the Canada Business Corporations Act and its registered office is located at Suite 1600, 100 King Street West, Toronto, Ontario M5X 1G5. The Company's head office is located at 105 Allenby St., Tel Aviv-Yafo, Israel, 6513444.

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is this Prospectus Supplement, which describes the terms of the Units being offered and also adds to and updates information contained in the Prospectus and the documents incorporated by reference therein. The second part, the Prospectus, gives more general information, some

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of which may not apply to the Units being offered under this Prospectus Supplement. This Prospectus Supplement is deemed to be incorporated by reference into the Prospectus solely for the purpose of the Offering constituted by this Prospectus Supplement. Other documents are also incorporated, or are deemed to be incorporated by reference into the Prospectus and reference should be made to the Prospectus for full particulars thereof.

Market data and certain industry forecasts used in this Prospectus Supplement and the Prospectus and the documents incorporated by reference herein and therein were obtained from market research, publicly available information and industry publications. The Company believes that these sources are generally reliable, but the accuracy and completeness of this information is not guaranteed. The Company has not independently verified such information, and it does not make any representation as to the accuracy of such information.

Investors should rely only on the information contained in or incorporated by reference in this Prospectus Supplement and the Prospectus. The Company has not authorized anyone to provide investors with different information. The Company is not offering the Units in any jurisdiction in which the offer is not permitted. Investors should not assume that the information contained in this Prospectus Supplement and the Prospectus or any of the documents incorporated by reference in this Prospectus Supplement and the Prospectus is accurate as of any date other than the date on the front of those documents.

The Company's Financial Statements (as defined herein) that are incorporated by reference into this Prospectus Supplement and the Prospectus have been prepared in accordance with International Financial Reporting Standards (" IFRS "), as issued by the International Accounting Standards Board, and are reported in United States dollars.

Unless otherwise indicated, all information in this Prospectus Supplement assumes no exercise of the OverAllotment Option.

In this Prospectus Supplement, unless the context otherwise requires, references to the " Company ", " Adcore ", " we ", " us " and " our " or similar terms, refer to Adcore Inc. together with our subsidiaries.

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GENERAL MATTERS......................................................................................................................................... S-1 CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION ................................................... S-1 TRADEMARKS AND SERVICE MARKS ............................................................................................................ S-2 DOCUMENTS INCORPORATED BY REFERENCE .......................................................................................... S-3 MARKETING MATERIALS ................................................................................................................................. S-4 CURRENCY PRESENTATION ........................................................................................................................... S-4 BUSINESS OF THE COMPANY ........................................................................................................................ S-4 RECENT DEVELOPMENTS ............................................................................................................................... S-4 RISK FACTORS .................................................................................................................................................. S-5 CONSOLIDATED CAPITALIZATION ................................................................................................................. S-7 USE OF PROCEEDS .......................................................................................................................................... S-7 PRIOR SALES .................................................................................................................................................... S-8 PRICE RANGE AND TRADING VOLUME ....................................................................................................... S-10 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ............................................................ S-10 DIVIDEND POLICY ........................................................................................................................................... S-14 DESCRIPTION OF THE SECURITIES BEING DISTRIBUTED ....................................................................... S-14 PLAN OF DISTRIBUTION ................................................................................................................................ S-15 LEGAL MATTERS ............................................................................................................................................ S-18 INDEPENDENT AUDITOR ............................................................................................................................... S-18 TRANSFER AGENT AND REGISTRAR ........................................................................................................... S-18 PROMOTERS .................................................................................................................................................. S-19 ELIGIBILITY FOR INVESTMENT ..................................................................................................................... S-19 STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ...................................................................... S-20 CERTIFICATE OF THE COMPANY ................................................................................................................... C-1 CERTIFICATE OF THE PROMOTER ................................................................................................................ C-2 CERTIFICATE OF THE UNDERWRITERS ........................................................................................................ C-3

PROSPECTUS

GENERAL MATTERS ............................................................................................................................................ 1 CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION....................................................... 1 EXEMPTION ........................................................................................................................................................... 2 TRADEMARKS AND SERVICE MARKS................................................................................................................ 2 MARKETING MATERIALS ..................................................................................................................................... 2 DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................. 3 THE COMPANY ...................................................................................................................................................... 4 CONSOLIDATED CAPITALIZATION ..................................................................................................................... 5 USE OF PROCEEDS ............................................................................................................................................. 6 DESCRIPTION OF SECURITIES BEING DISTRIBUTED ..................................................................................... 6 PLAN OF DISTRIBUTION .................................................................................................................................... 10 RISK FACTORS ................................................................................................................................................... 11 CERTAIN FEDERAL INCOME TAX CONSIDERATIONS ................................................................................... 14 PROMOTERS ....................................................................................................................................................... 14 LEGAL MATTERS ................................................................................................................................................ 14 AUDITORS, TRANSFER AGENT AND REGISTRAR .......................................................................................... 14 STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION ..................................... 15 CERTIFICATE OF THE COMPANY ....................................................................................................................... 1 CERTIFICATE OF THE PROMOTER .................................................................................................................... 2

GENERAL MATTERS

Investors should rely only on the information contained in or incorporated by reference into this Prospectus Supplement and the Prospectus. The Company and the Underwriters have not authorized anyone to provide investors with different information. Information contained on the Company's website shall not be deemed to be a part of this Prospectus Supplement, the Prospectus or incorporated by reference may not be relied upon by prospective investors for the purpose of determining whether to invest in the Units qualified for distribution under the Prospectus and this Prospectus Supplement. The Company is not making an offer of these Units in any jurisdiction where the offer is not permitted. Investors should not assume that the information contained in the Prospectus or this Prospectus Supplement is accurate as of any date other than the date on the front of the Prospectus, this Prospectus Supplement or the date of the relevant document incorporated by reference. The Company's business, operating results, financial condition and prospects may have changed since that date.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This Prospectus Supplement, the Prospectus and the documents incorporated by reference herein and therein, contain certain "forward-looking information" within the meaning of applicable Canadian securities legislation (collectively, " forward-looking statements " or " Forward-Looking Information ") which are based upon the Company's current internal expectations, estimates, projections, assumptions and beliefs. Such statements can be identified by the use of forward-looking terminology such as "expect", "believe", "likely", "may", "will", "should", "intend", "anticipate", "potential", "proposed", "estimate", "project", "continue", "plan", "aim" and other similar words, including negative and grammatical variations thereof, or statements that certain events or conditions "may" or "will" happen, or by discussions of strategy. Forward-looking statements include estimates, plans, expectations, opinions, forecasts, projections, targets, guidance, or other statements that are not statements of fact. The Company has based these forward-looking statements on current expectations and projections about future events and financial trends that they believe may affect the Company's financial condition, results of operations, business strategy and financial needs, as the case may be.

Such forward-looking statements are made as of the date of this Prospectus Supplement, the Prospectus or in the case of documents incorporated by reference herein, as of the date of each such document. Forward-looking statements in this Prospectus Supplement, the Prospectus and the documents incorporated by reference herein include, but are not limited to, statements with respect to:

the completion of the Offering and the receipt of all regulatory and stock exchange approvals in connection therewith;
the listing of the Common Shares, the Warrants or the Warrant Shares on the TSX;
the use of the net proceeds of the Offering;
the performance of the Company's business and operations;
the intention to grow the business, operations and potential activities of the Company;
the competitive and business strategies of the Company;
the Company's anticipated operating cash requirements and future financing needs;
the anticipated future gross revenues and profit margins of the Company's operations;
the Company's expectations regarding its revenue, expenses and operations;
the applicable laws, regulations and any amendments thereof;
expectations with respect to the advancement and adoption of new products;
the acceptance by customers and the marketplace of new products and solutions;
the ability to attract new customers and develop and maintain existing customers;
the ability to protect, maintain and enforce the Company's intellectual property rights;
the ability to successfully leverage current and future strategic partnerships and alliances;
the ability to attract and retain personnel;
the anticipated labour and materials costs;
the Company's competitive condition and expectations regarding competition, including pricing and demand expectations and the regulatory environment in which the Company operates;

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the anticipated trends and challenges in the Company's business and the markets and jurisdictions in which the Company operates;
the impact of COVID-19 on the Company's business; and
the Company's business objectives and milestones and the anticipated timing of execution.

Forward-looking statements reflect the Company's current expectations and assumptions, and are subject to a number of known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements to be materially different from any anticipated future results, performance or achievements expressed or implied by the forward-looking statements. Should one or more of these risks and uncertainties materialize, or should underlying factors or assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. In making the forward-looking statements included in this Prospectus Supplement, the Prospectus and the documents incorporated by reference herein, the Company has made various material assumptions, including, but not limited to:

the general business, economic, financial market, regulatory and political conditions in which the Company operates will remain positive;
the Company will continue to be in compliance with regulatory requirements;
the tax treatment of the Company and its subsidiaries will remain constant and the Company will not become subject to any material legal proceedings;
the Company will have sufficient working capital and be able to secure additional funding necessary for the continued operation and development of the Company; and
key personnel will continue their employment with the Company and the Company will be able to obtain and retain additional qualified personnel, as needed, in a timely and cost-efficient manner.

These factors should be considered carefully, and investors should not place undue reliance on the ForwardLooking Information. In addition, although the Company has attempted to identify important factors that could cause actual actions or results to differ materially from those described in the Forward-Looking Information, there may be other factors that cause actions or results not to be as anticipated, estimated or intended.

Any Forward-Looking Information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any Forward-Looking Information, whether as a result of new information, future events or results or otherwise.

Investors are cautioned that the above list of cautionary statements is not exhaustive. A number of factors could cause actual events, performance or results to differ materially from what is projected in forward-looking statements. The purpose of forward-looking statements is to provide the reader with a description of management's expectations, and such forward-looking statements may not be appropriate for any other purpose. You should not place undue reliance on forward-looking statements contained in this Prospectus Supplement, the Prospectus or in any document incorporated by reference herein. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

The forward-looking statements contained in this Prospectus Supplement, the Prospectus and the documents incorporated by reference herein are expressly qualified in their entirety by the foregoing cautionary statement. Investors should read this entire Prospectus, including the Annual Information Form, and each applicable Prospectus Supplement, and consult their own professional advisers to ascertain and assess the income tax and legal risks and other aspects associated with holding the Units.

TRADEMARKS AND SERVICE MARKS

This Prospectus Supplement includes trademarks, trade names and service marks which are protected under applicable intellectual property laws for use in connection with the operation of our business, and which are the property of the Company. All other trade names, trademarks or service marks appearing in this Prospectus Supplement that are not identified as marks owned by us are the property of their respective owners. Solely for convenience, trademarks, service marks and trade names referred to in this Prospectus Supplement may be listed

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without the ®, (TM) and (SM) symbols, however, we will assert, to the fullest extent under applicable law, our applicable rights in these trademarks, service marks and trade names.

DOCUMENTS INCORPORATED BY REFERENCE

This Prospectus Supplement is deemed to be incorporated by reference in the Prospectus solely for the purpose of the Offering. Other documents are also incorporated or deemed to be incorporated by reference in the Prospectus and reference should be made to the Prospectus for full particulars thereof.

Copies of the documents incorporated by reference in this Prospectus Supplement and the Prospectus and not delivered with this Prospectus Supplement may be obtained on request without charge from Yatir Sadot, Chief Financial Officer of the Company at 100 King Street West, Suite 1600, Toronto, Ontario, Canada M5X 1G5, telephone (415) 799-4515 and are also available electronically at www.sedar.com. Our filings through SEDAR are not incorporated by reference in this Prospectus Supplement and the Prospectus except as specifically set forth herein.

The following documents, filed by the Company with the securities commissions or similar regulatory authorities in certain provinces of Canada, are specifically incorporated by reference into, and form an integral part of, this Prospectus Supplement and the Prospectus:

(a) the annual information form of the Company dated March 30, 2021 for the financial year ended December 31, 2020 (the " Annual Information Form " or " AIF ");
(b) the audited consolidated financial statements of the Company and the notes thereto as at and for the fiscal years ended December 31, 2020 and 2019, together with the auditor's report thereon (the " Annual Financial Statements ");
(c) the management's discussion and analysis of the Company for the fiscal years ended December 31, 2020 and December 31, 2019 (the " Annual MD&A ");
(d) the unaudited interim condensed consolidated financial statements of the Company for the three months ended March 31, 2021, together with the notes thereto (the " Interim Financial Statements ", and together with the Annual Financial Statements, the " Financial Statements ");
(e) the management's discussion and analysis of the Company for the three months ended March 31, 2021 (the " Interim MD&A ");
(f) the management information circular dated May 26, 2020 in respect of the Company's 2020 annual general and special meeting held on June 29, 2020; and
(g) the template versions of the marketing materials related to the Offering and filed on June 9, 2021 (the " Marketing Materials ").

Any document of the type referred to in the preceding paragraphs (excluding press releases and confidential material change reports) or of any other type required to be incorporated by reference into a short form prospectus pursuant to National Instrument 44-101 — Short Form Prospectus Distributions that is filed by the Company with a securities commission after the date of this Prospectus Supplement and prior to the termination of the distribution shall be deemed to be incorporated by reference in this Prospectus Supplement.

Any statement contained in this Prospectus Supplement, the Prospectus or a document incorporated or deemed to be incorporated by reference herein or therein shall be deemed to be modified or superseded for the purposes of this Prospectus Supplement to the extent that a statement contained herein or in the Prospectus or in any subsequently filed document which also is or is deemed to be incorporated by reference herein or in the Prospectus modifies or supersedes that prior statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or

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superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be considered in its unmodified or superseded form to constitute a part of this Prospectus Supplement, except as so modified or superseded.

Reference to the Company's website in any documents that are incorporated by reference into this Prospectus do not incorporate by reference the information on such website into this Prospectus, and the Corporation disclaims any such incorporation by reference.

MARKETING MATERIALS

The Marketing Materials are not part of this Prospectus Supplement or the Prospectus to the extent that the contents thereof have been modified or superseded by a statement contained in this Prospectus Supplement or any amendment. Any template version of "marketing materials" (as defined in National Instrument 41-101 – General Prospectus Requirements ) filed with the securities commission or similar authority in all the provinces and territories of Canada in connection with the Offering after the date hereof but prior to the termination of the distribution of the Units under this Prospectus Supplement (including any amendments to, or an amended version of, the Marketing Materials) is deemed to be incorporated by reference into this Prospectus Supplement and in the Prospectus.

CURRENCY PRESENTATION

Unless related otherwise or the context otherwise requires, all references to dollar amounts and "$" in this Prospectus Supplement or the Prospectus are references to Canadian dollars and all references to "US$" are to United States dollars.

BUSINESS OF THE COMPANY

Adcore is a global advertising technology (" Ad Tech ") provider of search engine marketing software-as-a-service (" SaaS ") solutions and services to scale via automation and machine learning technologies. The Company's cloudbased Ad Tech suite has been designed to enable advertisers and agencies to improve financial performance, realize efficiencies and time savings, and make better business decisions.

In today's advertising market, small to medium advertisers may lack access to the extensive resources and sophisticated technologies used by larger competitors in Ad Tech, putting them at a competitive disadvantage. The Company seeks to empower and develop this important and growing segment of advertisers by making available to them its suite of sophisticated technologies.

The Company's services are used by customers worldwide, including in the Asia-Pacific region, Europe, the Middle East, Africa, and North America, and have received significant recognition and awards from several leading institutes as a leader in the Ad Tech sector. The Company was named on Deloitte's Fast50 Israel Technology companies list for three consecutive years in 2014, 2015, and 2016, and was named on Deloitte's Technology Fast 500 EMEA list in 2018.

Further information regarding the business of the Company or its operations can be found in the AIF and the materials incorporated by reference into this Prospectus Supplement and the Prospectus. See " Documents Incorporated by Reference ".

RECENT DEVELOPMENTS

On Friday May 28, 2021, Adcore received a business license to operate in China, advancing the Company's plans to open a corporate office in Shanghai.

For additional information see also " Risk Factors – Implications of COVID-19 Pandemic ".

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RISK FACTORS

An investment in the Units involves a high degree of risk and must be considered speculative due to the nature of the Company's business and present stage of development. Before making an investment decision, prospective investors should carefully consider, in light of their own financial circumstances, the risks described below and those incorporated by reference into this Prospectus, including in the AIF under " Risk Factors ". See " Documents Incorporated by Reference ".

Risks Relating to the Company

Implications of COVID-19 Pandemic

The global outbreak of COVID-19 has resulted in governments worldwide enacting emergency measures to protect against the spread of the virus. These measures, which include, among other things, limitations on travel, selfimposed quarantine periods and social distancing measures, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of any government and/or central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its operating subsidiaries in future periods.

Operationally, Adcore has implemented technology and procedures that enable the majority of its employees to work remotely with minimal disruption to the Company's operations. To the extent that employees are required to be in the office or warehouse to fulfill orders, the Company has followed guidelines and rules put in place by local, state and federal governments. The Company has good relations with its suppliers and is in regular contact with them and to date, has not experienced any meaningful disruptions in its supply chain that have negatively impacted the Company's ability to meet its demand and fulfill customer orders.

Global pandemics (such as the COVID-19 pandemic) and other public health threats, or a fear thereof, could adversely impact our production operations, sales efforts, lead to labour shortages, and severely impact supply chain logistics including travel and shipping disruptions and shutdowns (including as a result of government regulation and prevention measures) affecting production and delivery of the raw materials we need to operate and deliver our products to customers. It is unknown whether and how the Company may be affected if such an occurrence persists for an extended period of time but we anticipate that it would have a material adverse effect on our business, operating results and financial performance. In addition, the Company may also be required to incur additional expenses and/or delays relating to such events which could have a further negative impact on our business, operating results and financial performance.

The risks associated with global COVID-19 measures, and the Company's own protocols, may have a material impact on the Company's ability to grow its business and generate revenue, which in turn could materially impact the Company's financial condition and results from operations. The Company is actively addressing risks to its business from COVID-19 through a broad range of measures throughout its structure and is re-assessing its response to the COVID-19 pandemic on an ongoing basis. For additional information see, "The Company – Recent Developments – COVID-19 Pandemic" in the Prospectus.

Risks Relating to the Offering

An Investment in the Units is Speculative

An investment in the Units and the Company's prospects generally, are speculative due to the risky nature of its business and the present state of its development. Investors may lose their entire investment and should carefully consider the risk factors described below and under the heading "Risk Factors" in the Annual Information Form.

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Discretion in the Use of Proceeds

The Company intends to allocate the net proceeds it will receive from the Offering as described under " Use of Proceeds " in this Prospectus Supplement and the Prospectus, however, the Company's management will have broad discretion in the actual application of the net proceeds. As a result, an investor will be relying on the judgment of management for the application of the proceeds.

The Company may elect to allocate the net proceeds differently from that described in " Use of Proceeds " in this Prospectus Supplement and the Prospectus if the Company believes it would be in the Company's best interests to do so. Purchasers of Units may not agree with the manner in which the Company chooses to allocate and spend the net proceeds from the Offering. The results and the effectiveness of the application of the proceeds are uncertain. If the proceeds are not applied effectively, the Company's results of operations may suffer.

Absence of a Public Market for the Warrants

The Company will make commercially reasonable efforts to list the Warrants on the TSX, however approval of the TSX for such listing has not been received and there is no guarantee that the Company will be able to satisfy the minimum listing requirements. As a result, there is currently no public market for the Warrants and there can be no assurance that an active public market will develop or be sustained after the closing of the Offering. Even if a market develops for the Warrants, there can be no assurance that it will be liquid and that the price of the Warrants will be the same as the price allocated for the Warrants partially comprising the Units. To the extent the Warrants are exercised, the number of Warrants outstanding will decrease, resulting in diminished liquidity for such remaining outstanding Warrants. A decrease in the liquidity of the Warrants may cause, in turn, an increase in the volatility associated with the price of the Warrants. If an active market for the Warrants does not develop, the liquidity of an investor's investment in the Warrants may be limited and the price may decline below the portion of the offering price allocated to the Warrants.

Warrants are Speculative in Nature and May Not Have Any Value

The Warrants do not confer any rights of Common Share ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire Warrant Shares at a fixed price for a limited period of time. Specifically, commencing on the date of issuance, holders of the Warrants may exercise their right to acquire Warrant Shares and pay an exercise price of $[●] per Warrant Share, subject to adjustment in certain circumstances, prior to the date that is 24 months following the Closing Date, after which date any unexercised Warrants will expire and have no further value. Following completion of the Offering, the market value of the Warrants, if any, is uncertain and there can be no assurance that the market value of the Warrants will equal or exceed their imputed offering price. There can be no assurance that the market price of the Common Shares will ever equal or exceed the exercise price of the Warrants, and consequently, whether it will ever be profitable for holders of the Warrants to exercise the Warrants.

Volatile market price of Common Shares and Warrants

The market price of the Common Shares and Warrants may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond the Company's control. This volatility may affect the ability of holders of such securities to sell their securities at an advantageous price. Market price fluctuations in the Company's securities may be due to the Company's operating results failing to meet expectations of securities analysts or investors in any period, downward revision in securities analysts' estimates, adverse changes in general market conditions or economic trends, acquisitions, dispositions or other material public announcements by government and regulatory authorities, the Company or its competitors, any public announcements made in regard to this Offering, the impact of various tax laws or rates, along with a variety of additional factors. These broad market fluctuations may adversely affect the market price of the securities of the Company.

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prospects have not changed. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue, the Company's operations could be adversely impacted and the trading price of the Company's may be materially adversely affected. As at the date of this Prospectus Supplement, only the Common Shares are listed on a securities exchange and may be purchased in the secondary market.

Dilution from exercise of outstanding stock options and the Warrants

The Company has outstanding stock options and restricted share units representing a right to receive Common Shares upon vesting and the exercise of the stock options. The exercise of the stock options, restricted share units, Warrants, or Compensation Warrants, and the subsequent resale of any Common Shares issued upon the exercise thereof in the public market could adversely affect the prevailing market price of the Common Shares and the Company's ability to raise equity capital in the future at a time and price which deems it appropriate. The Company may also enter into commitments in the future which would require the issuance of additional Common Shares or may grant additional Common Share purchase warrants, and the Company is expected to grant additional stock options and restricted share units. Any share issuances from the Company's treasury will result in immediate dilution to existing shareholders' percentage interest in the Company.

CONSOLIDATED CAPITALIZATION

Except as described in the footnotes to the table below, there has been no material change in the capital of the Company since March 31, 2021, the date of our financial statements for the most recently completed financial period.

The following table sets forth the capitalization of the Company as at March 31, 2021 as at the dates indicated, and adjusted to give effect to the completion of the Offering, and as adjusted to give effect to the completion of the Offering and the full exercise of the Over-Allotment Option. The table should be read in conjunction with the Interim Financial Statements and Interim MD&A which are incorporated by reference in this Prospectus Supplement.

Common Shares Warrants Options Restricted Share Units	Amount Authorized As at March 31, 2021 before giving effect to the Offering(1) As at March 31, 2021 after giving effect to the Offering(1)(2)(3)
	Unlimited 60,063,570(4)(6)(7) [●] N/A 0(5)(6) [●] N/A 7,823,581(4)(8) 7,823,581 N/A 514,875(7) 514,875

Notes:

(1) Takes in to account adjustments referred to in Notes (3), (4), (6), (7), and (8) below.

(2) Assuming no exercise of the Over-Allotment Option. See " Plan of Distribution ".

(3) In the event the Over-Allotment Option is exercised in full, a further [●] Additional Unit Shares, [●] Additional Warrants, and [●] additional Compensation Warrants will be issued.

(4) Subsequent to March 31, 2021, the Company issued an aggregate of 137,500 Common Shares pursuant to the exercise of incentive stock options.

(5) As at March 31, 2021, the Company had 589,999 warrants outstanding, consisting of 568,000 Common Share purchase warrants, each exercisable to acquire one Common Share, and 21,999 unit purchase warrants, each exercisable to acquire one Common Share and one-half of one Common Share purchase warrant.

(6) Subsequent to March 31, 2021, the Company issued an aggregate of 598,298 Common Shares pursuant to the exercise of 568,000 Common Share purchase warrants, 20,199 unit purchase warrants, and 10,099 Common Share purchase warrants issued upon exercise of the unit purchase warrants, and 1,800 unit purchase warrants expired unexercised in accordance with their terms.

(7) Subsequent to March 31, 2021, the Company issued an aggregate of 19,375 Common Shares pursuant to terms of outstanding restricted share units.

(8) Subsequent to the period ended March 31, 2021, the Company granted an aggregate of 40,000 incentive stock options and 45,000 incentive stock options were forfeited and expired.

USE OF PROCEEDS

The estimated net proceeds received by the Company from the Offering (assuming the Expected President's List Sales and no exercise of the Over-Allotment Option) will be approximately $[●] (determined after deducting the Underwriting Commission of $[●] and estimated expenses of the Offering of $125,000). See "Plan of Distribution ".

The Company intends to use the net proceeds of the Offering for: (i) Sales and Marketing; (ii) Research and Development; and (iii) general corporate purposes. The following table provides additional details as to the estimated uses of the net proceeds of the Offering:

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Principal Purposes Sales and Marketing Research and Development General corporate purposes Total	Approximate Use of Net Proceeds of Offering
	$[●] $[●] $[●] $[●]

If the Over-Allotment Option is exercised in full and assuming the Expected President's List Sales, the estimated net proceeds received by the Company from the Offering will be $[●] (determined after deducting the Underwriting Commission of $[●] and estimated expenses of the Offering of $125,000). If the Over-Allotment Option is exercised, the additional net proceeds to the Company from the exercise of the Over-Allotment Option, if any, are expected to support further sales, marketing, research and development, and general corporate purposes.

The above noted allocation represents the Company's intentions with respect to its use of proceeds based on current knowledge, planning and expectations of management of the Company. The current COVID-19 pandemic as well as future developments in the Company's business or unforeseen events, including those listed under "Risk Factors " in this Prospectus Supplement, the Prospectus and the AIF may impact the allocation. Management of the Company will retain broad discretion in allocating the net proceeds of the Offering and the Company's actual use of the net proceeds will vary depending on the availability and suitability of investment opportunities and its operating and capital needs from time to time.

Potential investors are cautioned that, notwithstanding the Company's current intentions regarding the use of the net proceeds of the Offering, there may be circumstances where a reallocation of the net proceeds may be advisable for reasons that management believes, in its discretion, are in the Company's best interests. See "Risk Factors – Discretion in the Use of Proceeds ".

Until applied, the net proceeds of the Offering will be held as cash balances in the Company's bank account or invested in certificates of deposit and other instruments issued by banks or obligations of or guaranteed by the Government of Canada or any province thereof.

Business Objectives and Milestones

The major components of the research and development work expected to be funded by the net proceeds of the Offering will be focused on further development of the Adcore Marketing Cloud and development of a new direct to consumer initiative of the Company (collectively the " Product Initiatives "). Adcore is advancing its Product Initiatives through in-house and externally contracted research and development activities. The Product Initiatives are at different development stages and, accordingly, the costs and timing of the Product Initiatives reaching full commercial production cannot be estimated as at the date of this prospectus supplement.

PRIOR SALES

The following table sets forth the details regarding all issuances of Common Shares and securities convertible or exchangeable into Common Shares, during the 12-month period preceding the date of this Prospectus Supplement.

ent.
Date	Type of Security Issued	Number/Principal Amount	Issue or Exercise Price
		of Securities Issued	per Security
June 2, 2020	Stock Option	780,000	$0.65
June 6, 2020(1)	Common Shares	21,000	$0.50
June 6, 2020(1)	Common Shares	16,179	$0.46
June 11, 2020(1)	Common Shares	12,500	$0.75
July 9, 2020	Restricted Share Unit	641,666	-
August 18, 2020	Stock Option	100,000	$0.64
August 18, 2020	Restricted Share Unit	52,500	-
September 8, 2020(2)	Common Shares	391,666	-
October 26, 2020(1)	Common Shares	34,743	$0.46
December 17, 2020(3)	Common Shares	90,000	$0.50
January 3, 2021	Stock Option	440,000	$0.98
January 3, 2021	Restricted Share Unit	296,500	-
January 11, 2021(3)	Common Shares	115,000	$0.46
January 15, 2021	Stock Option	110,000	$0.99

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January 15, 2021	Restricted Share Unit	15,000	-
January 19, 2021(2)	Common Shares	35,375	-
January 19, 2021(3)	Common Shares	37,500	$0.50
January 20, 2021(3)	Common Shares	30,000	$0.50
January 25, 2021(2)	Common Shares	15,000	-
January 26, 2021(1)	Common Shares	10,000	$0.75
January 28, 2021(2)	Common Shares	50,000	-
January 28, 2021(3)	Common Shares	52,250	$0.50
January 28, 2021(3)	Common Shares	40,000	$0.65
January 28, 2021(1)	Common Shares	200,000	$0.75
February 3, 2021	Stock Option	150,000	$1.15
February 11, 2021(1)	Common Shares	75,000	$0.75
February 11, 2021(1)	Common Shares	100,000	$0.75
February 12, 2021(1)	Common Shares	50,000	$0.75
February 16, 2021(3)	Common Shares	20,000	$0.50
February 16, 2021(3)	Common Shares	20,000	$0.65
February 16, 2021(2)	Common Shares	9,375	-
February 16, 2021(1)	Common Shares	13,100	$0.50
February 18, 2021(3)	Common Shares	50,000	$0.46
February 18, 2021(1)	Common Shares	10,000	$0.75
February 18, 2021(1)	Common Shares	75,000	$0.75
February 18, 2021(1)	Common Shares	12,500	$0.75
February 18, 2021(1)	Common Shares	120,000	$0.75
February 18, 2021(1)	Common Shares	250,000	$0.75
February 19, 2021(1)	Common Shares	10,500	$0.75
February 23, 2021(3)	Common Shares	35,000	$0.50
March 1, 2021(1)	Common Shares	57,250	$0.50
March 2, 2021	Stock Option	32,000	$2.75
March 2, 2021	Restricted Share Unit	30,000	-
March 3, 2021(1)	Common Shares	245,000	$0.75
March 4, 2021(3)	Common Shares	90,000	$0.50
March 4, 2021(3)	Common Shares	20,000	$0.65
March 8, 2021(1)	Common Shares	14,000	$0.50
March 8, 2021(1)	Common Shares	207,500	$0.75
March 11, 2021(1)	Common Shares	6,550	$0.75
March 11, 2021(1)	Common Shares	30,000	$0.75
March 12, 2021(1)	Common Shares	25,000	$0.75
March 12, 2021(1)	Common Shares	92,500	$0.75
March 19, 2021(1)	Common Shares	196,191	$0.50
March 19, 2021(1)	Common Shares	98,095	$0.75
March 19, 2021(1)	Common Shares	100,000	$0.75
March 19, 2021(1)	Common Shares	87,500	$0.75
March 22, 2021(1)	Common Shares	200,000	$0.75
March 30, 2021(1)	Common Shares	23,625	$0.50
April 1, 2021(1)	Common Shares	6,000	$0.75
April 5, 2021(1)	Common Shares	30,000	$0.75
April 6, 2021(3)	Common Shares	37,500	$0.50
April 22, 2021(1)	Common Shares	100,000	$0.75
April 22, 2021(1)	Common Shares	15,000	$0.75
April 25, 2021	Stock Option	40,000	$1.64
April 27, 2021(1)	Common Shares	20,199	$0.50
April 27, 2021(1)	Common Shares	10,099	$0.75
April 30, 2021(1)	Common Shares	100,000	$0.75
April 30, 2021(1)	Common Shares	100,000	$0.75
May 7, 2021(1)	Common Shares	30,000	$0.75
May 10, 2021(1)	Common Shares	50,000	$0.75
May 12, 2021(1)	Common Shares	50,000	$0.75
May 18, 2021(1)	Common Shares	45,000	$0.75
May 19, 2021(1)	Common Shares	5,000	$0.75
May 26, 2021(2)	Common Shares	19,375	-
May 26, 2021(1)	Common Shares	5,000	$0.75
May 31, 2021(1)	Common Shares	7,000	$0.75
May 31, 2021(3)	Common Shares	100,000	$0.46

Notes:

(1) Issued pursuant to the exercise of warrants.
(2) Issued pursuant to the exercise of vested share units.
(3) Issued pursuant to the exercise of vested incentive stock options.

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PRICE RANGE AND TRADING VOLUME

The Common Shares are listed on the TSX under the trading symbol "ADCO" and trade in the United States on the OTCUS under the trading symbol "ADCOF" and in Germany on the Frankfurt Stock Exchange under the trading symbol "ADQ". The following table sets forth information relating to the trading of the Common Shares on the TSX for the periods indicated.

Period	High ($)	Low($)	Volume
June 1 - 8, 2021 May 2021 April 2021 March 2021 February 2021 January 2021 December 2020 November 2020 October 2020 September 2020 August 2020 July 2020 June 2020	1.80 1.81 1.95 2.84 3.34 1.39 0.98 0.67 0.53 0.60 0.69 0.66 0.80	1.60 1.35 1.39 1.27 1.06 0.78 0.45 0.48 0.45 0.48 0.58 0.56 0.60	252,437 1,048,822 1,110,397 2,635,664 3,580,035 1,241,865 2,433,175 624,139 299,606 229,619 272,421 521,122 869,335

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of Gowling WLG (Canada) LLP, counsel to the Company, and DLA Piper (Canada) LLP, counsel to the Underwriters, the following is, as of the date hereof, a general summary of the principal Canadian federal income tax considerations under Income Tax Act (Canada) (the " Tax Act ") and the regulations thereunder (the " Regulations ") generally applicable to a holder who acquires Unit Shares and Warrants comprising the Units pursuant to the Offering, and Warrant Shares upon exercise of the Warrants, and who, for the purposes of the Tax Act and Regulations and at all relevant times, deals at arm's length with the Company and the Underwriters, is not affiliated with the Company or the Underwriters and who acquires and holds the Unit Shares, Warrants and Warrant Shares as capital property (a " Holder ").

Generally, the Unit Shares, Warrants and Warrant Shares will be considered to be capital property to a Holder thereof provided that the Holder does not hold the Unit Shares, Warrants or Warrant Shares in the course of carrying on a business of trading or dealing in securities and such Holder has not acquired them in one or more transactions considered to be an adventure or concern in the nature of trade. Certain Resident Holders (as defined below) whose Unit Shares and Warrant Shares might not otherwise qualify as capital property may, in certain circumstances, be entitled to make, or may already have made, an irrevocable election in accordance with subsection 39(4) of the Tax Act to have their Unit Shares and Warrant Shares, and every "Canadian security" (as defined in the Tax Act) owned by such Resident Holder in the taxation year of the election and in all subsequent taxation years, deemed to be capital property. This election does not apply to the Warrants. Any Resident Holder contemplating making a subsection 39(4) election should consult their tax advisor for advice as to whether the election is available or advisable in their particular circumstances.

This summary does not apply to a Holder: (i) that is a "financial institution" for purposes of the mark-to-market rules contained in the Tax Act; (ii) an interest in which is or would constitute a "tax shelter investment" as defined in the Tax Act; (iii) that is a "specified financial institution" as defined in the Tax Act; (iv) that is a corporation resident in Canada (for the purposes of the Tax Act) or a corporation that does not deal at arm's length for purposes of the Tax Act with a corporation resident in Canada, and that is or becomes as part of a transaction or event or series of transactions or events that includes the acquisition of the Unit Shares, Warrants and Warrant Shares, controlled by a non-resident person or a group of non-resident persons not dealing with each other at arm's length, for the purposes of the foreign affiliate dumping rules in section 212.3 of the Tax Act; (v) that reports its "Canadian tax results" as defined in the Tax Act in a currency other than Canadian currency; (vi) that is exempt from tax under the Tax Act; (vii) that has entered into, or will enter into, a "synthetic disposition arrangement" or a "derivative

S-10

forward agreement" with respect to the Unit Shares, Warrants or Warrant Shares, as those terms are defined in the Tax Act; or (viii) that receives dividends on the Unit Shares or Warrant Shares under or as part of a "dividend rental arrangement" as defined in the Tax Act. Such Holders should consult their own tax advisors with respect to an investment in the Units.

This summary does not address the deductibility of interest by a Holder who borrows money or otherwise incurs debt in connection with the acquisition of Unit Shares, Warrants or Warrant Shares.

This summary is based upon the current provisions of the Tax Act and the Regulations in force as of the date hereof, specific proposals to amend the Tax Act and the Regulations (the " Tax Proposals ") which have been announced by or on behalf the Minister of Finance (Canada) prior to the date hereof, the current provisions of the Canada-United States Tax Convention (1980), as amended (the " Canada-U.S. Tax Convention ") and counsel's understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency (the " CRA ") publicly available prior to the date of this Prospectus Supplement. This summary assumes that the Tax Proposals will be enacted in the form proposed and does not take into account or anticipate any other changes in law or any changes in the CRA's administrative policies or assessing practices, whether by way of judicial, legislative or governmental decision or action, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ from the Canadian federal income tax considerations discussed herein. No assurances can be given that the Tax Proposals will be enacted as proposed or at all, or that legislative, judicial or administrative changes will not modify or change the statements expressed herein.

This summary is not exhaustive of all possible Canadian federal income tax considerations applicable to an investment in Units. This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal, business, or income tax advice to any particular Holder. Holders should consult their own income tax advisors with respect to the tax consequences applicable to them having regard to their own particular circumstances.

Allocation of Offering Price

Holders will be required to allocate the Offering Price between the Unit Share and the one-half of a Warrant comprising a Unit on a reasonable basis in order to determine their respective costs for the purposes of the Tax Act. The Company intends to allocate $[●] of the Offering Price to each Unit Share and $[●] of the Offering Price to each one-half Warrant acquired as part of a Unit. As of the date of this Prospectus Supplement, the Company believes that such allocation is reasonable, but such allocation will not be binding on the CRA or a Holder, and counsel express no opinion with respect to such allocation. The adjusted cost base to a Holder of a Unit Share acquired as part of a Unit will be determined by averaging the cost of such Unit Share with the adjusted cost base of all other Common Shares of the Company held by the Holder as capital property immediately before such acquisition.

Exercise of Warrants

No gain or loss will be realized by a Holder on the exercise of a Warrant to acquire a Warrant Share. When a Warrant is exercised, the Holder's cost of the Warrant Share acquired thereby will be equal to the aggregate of the Holder's adjusted cost base of such Warrant and the exercise price paid for the Warrant Share. The Holder's adjusted cost base of the Warrant Share so acquired will be determined by averaging the cost of the Warrant Share with the adjusted cost base to the Holder of all other Common Shares of the Company held as capital property immediately before the acquisition of the Warrant Share.

Holders Resident in Canada

The following portion of this summary is generally applicable to a Holder who, for the purposes of the Tax Act is resident or deemed to be resident in Canada at all relevant times (each, a " Resident Holder ").

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Expiry of Warrants

The expiry of an unexercised Warrant generally will result in a capital loss to the Resident Holder equal to the adjusted cost base of the Warrant to the Resident Holder immediately before its expiry. See discussion below under the subheading " Taxation of Capital Gains and Capital Losses ".

Taxation of Dividends Received by Resident Holders

In the case of a Resident Holder who is an individual (including certain trusts), dividends (including deemed dividends) received on the Unit Shares or Warrant Shares will be included in the Resident Holder's income and be subject to the gross-up and dividend tax credit rules applicable to taxable dividends received by an individual from taxable Canadian corporations, including the enhanced gross-up and dividend tax credit for "eligible dividends" properly designated as such by the Company. There may be limitations on the ability of the Company to designate dividends as eligible dividends. Taxable dividends received by such Resident Holder may give rise to minimum tax under the Tax Act.

In the case of a Resident Holder that is a corporation, such dividends (including deemed dividends) received on the Unit Shares or Warrant Shares will be included in the Resident Holder's income and will normally be deductible in computing such Resident Holder's taxable income, subject to all of the rules and restrictions under the Tax Act in that regard. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

A Resident Holder that is a "private corporation" or "subject corporation" (as such terms are defined in the Tax Act) may be liable to pay a refundable tax under Part IV of the Tax Act on dividends received or deemed to be received on the Unit Shares or Warrant Shares to the extent that such dividends are deductible in computing the Resident Holder's taxable income for the year. This refundable tax generally will be refunded to a Resident Holder that is a corporation when sufficient taxable dividends are paid to its shareholders while it is a private corporation or subject corporation.

Disposition of Unit Shares, Warrants and Warrant Shares

A Resident Holder who disposes of, or is deemed to have disposed of, a Unit Share or Warrant Share (other than to the Company, unless purchased by the Company in the open market in the manner in which shares are normally purchased by any member of the public in the open market), or a Warrant (other than on the expiry or exercise thereof), will realize a capital gain (or incur a capital loss) equal to the amount by which the proceeds of disposition in respect of the Unit Share, Warrant Share or Warrant exceed (or are exceeded by) the aggregate of: (i) the adjusted cost base to the Resident Holder of such Unit Share, Warrant Share or Warrant immediately before the disposition; and (ii) any reasonable expenses incurred for the purpose of making the disposition. The adjusted cost base to a Resident Holder of a Unit Share or Warrant acquired pursuant to the Offering or a Warrant Share acquired pursuant to the exercise of a Warrant will be calculated as set out under the subheadings " Allocation of Offering Price " and " Exercise of Warrants " above. The tax treatment of capital gains and capital losses is discussed in greater detail below under the subheading " Taxation of Capital Gains and Capital Losses ".

Taxation of Capital Gains and Capital Losses

Generally, one-half of any capital gain (a " taxable capital gain ") realized by a Resident Holder must be included in the Resident Holder's income for the taxation year in which the disposition occurs. Subject to and in accordance with the provisions of the Tax Act, one-half of any capital loss incurred by a Resident Holder (an " allowable capital loss ") must generally be deducted from taxable capital gains realized by the Resident Holder in the taxation year in which the disposition occurs. Allowable capital losses in excess of taxable capital gains for the taxation year of disposition generally may be carried back and deducted in the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years, to the extent and under the circumstances provided in the Tax Act.

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The amount of any capital loss realized on the disposition or deemed disposition of Unit Shares or Warrant Shares by a Resident Holder that is a corporation may, in certain circumstances, be reduced by the amount of dividends which have been previously received or deemed to have been received by it on such shares or shares substituted for such shares to the extent and under the circumstances specified by the Tax Act. Similar rules may apply where a Resident Holder that is a corporation is a member of a partnership or beneficiary of a trust that owns such shares or that itself is a member of a partnership or a beneficiary of a trust that owns such shares. Resident Holders to whom these rules may be relevant should consult their own tax advisors. A Resident Holder that is throughout the relevant taxation year a "Canadian-controlled private corporation" (as defined in the Tax Act) may be liable to pay a refundable tax on its "aggregate investment income" for the year, which includes taxable capital gains.

Capital gains realized and dividends received by a Resident Holder that is an individual (other than certain trusts) may give rise to minimum tax under the Tax Act. Resident Holders should consult their own advisors with respect to the application of minimum tax.

Holders Not Residents in Canada

The following portion of this summary is generally applicable to a Holder who: (i) for purposes of the Tax Act and at all relevant times, is not, and is not deemed to be, resident in Canada; (ii) does not use or hold, and will not be deemed to use or hold, Unit Shares, Warrant Shares or Warrants in the course of carrying on a business in Canada; (iii) is not an insurer who carries on an insurance business or is deemed to carry on an insurance business in Canada and elsewhere; and (iv) is not an authorized foreign bank (as defined in the Tax Act) (each, a " NonResident Holder "). The term " U.S. Holder ", for the purposes of this summary, means a Non-Resident Holder who, for purposes of the Canada-U.S. Tax Convention, is at all relevant times a resident of the United States and is a "qualifying person" within the meaning of the Canada-U.S. Tax Convention. In some circumstances, persons deriving amounts through fiscally transparent entities (including limited liability companies) may be entitled to benefits under the Canada-U.S. Tax Convention. U.S. Holders are urged to consult their own tax advisors to determine their entitlement to benefits under the Canada-U.S. Tax Convention based on their particular circumstances.

Taxation of Dividends

Subject to an applicable international tax treaty or convention, dividends paid or credited, or deemed to be paid or credited, to a Non-Resident Holder on the Unit Shares or Warrant Shares will be subject to Canadian withholding tax under the Tax Act at the rate of 25% of the gross amount of the dividend. Such rate is generally reduced under the Canada-U.S. Tax Convention to 15% if the beneficial owner of such dividend is a U.S. Holder. The rate of withholding tax is further reduced to 5% if the beneficial owner of such dividend is a U.S. Holder that is a company that owns, directly or indirectly, at least 10% of the voting stock of the Company. In addition, under the CanadaU.S. Tax Convention, dividends may be exempt from such Canadian withholding tax if paid to certain U.S. Holders that are qualifying religious, scientific, literary, educational or charitable tax-exempt organizations or qualifying trusts, companies, organizations or arrangements operated exclusively to administer or provide pension, retirement or employee benefits or benefits for the self-employed under one or more funds or plans established to provide pension or retirement benefits or other employee benefits that are exempt from tax in the United States and that have complied with specific administrative procedures.

Disposition of Unit Shares, Warrants and Warrant Shares

A Non-Resident Holder generally will not be subject to tax under the Tax Act in respect of a capital gain realized on the disposition or deemed disposition of a Unit Share, Warrant or Warrant Share, nor will capital losses arising therefrom be recognized under the Tax Act, unless the Unit Share, Warrant or Warrant Share constitutes "taxable Canadian property" to the Non-Resident Holder thereof for purposes of the Tax Act at the time of the disposition and is not "treaty-protected property" (as defined in the Tax Act) of the Non-Resident Holder at the time of the disposition.

Provided the Unit Shares and Warrant Shares are listed on a "designated stock exchange", as defined in the Tax Act (which currently includes the TSX), at the time of disposition, the Unit Shares, Warrants and Warrant Shares generally will not constitute taxable Canadian property of a Non-Resident Holder at that time, unless at any time

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during the 60-month period immediately preceding the disposition, the following two conditions are met concurrently: (i) 25% or more of the issued shares of any class or series of the share capital of the Company was owned by, or belonged to, one or any combination of (a) the Non-Resident Holder, (b) persons with whom the NonResident Holder did not deal at arm's length (within the meaning of the Tax Act), and (c) partnerships in which the Non-Resident Holder or a person referred to in (b) holds a membership interest directly or indirectly through one or more partnerships; and (ii) more than 50% of the fair market value of the Common Shares was derived directly or indirectly from one or any combination of (a) real or immovable property situated in Canada, (b) "Canadian resource property" (as defined in the Tax Act), (c) "timber resource property" (as defined in the Tax Act), and (d) options in respect of, or interests in, or for civil law rights in, property described in any of (a) through (c) above, whether or not such property exists.

If Unit Shares, Warrants or Warrant Shares are taxable Canadian property of a Non-Resident Holder and are not "treaty-protected property" (as defined in the Tax Act) of the Non-Resident Holder at the time of their disposition, such Non-Resident Holder may realize a capital gain (or capital loss) on the disposition of those Unit Shares, Warrants, or Warrant Shares, and the consequences described above under the subheading " Taxation of Capital Gains and Capital Losses " will generally apply.

Non-Resident Holders whose Unit Shares, Warrants or Warrant Shares are taxable Canadian property should consult their own advisors.

DIVIDEND POLICY

The Company has not declared any dividends or distributions on the Common Shares since incorporation. The Company intends to retain its earnings, if any, to finance the growth and development of Adcore's operations and do not presently anticipate paying any dividends or distributions in the foreseeable future. The board of directors of the Company may, however, declare from time to time such cash dividends or distributions out of the monies legally available for dividends or distributions as the board of directors considers advisable. Any future determination to pay dividends or make distributions will be at the discretion of the board of directors and will depend on Adcore's capital requirements, results of operations and such other factors as the board of directors considers relevant.

DESCRIPTION OF THE SECURITIES BEING DISTRIBUTED

The Offering consists of [●] Units, with each Unit consisting of one Unit Share and one-half of one Warrant. The Units will immediately separate into Unit Shares and Warrants upon issuance.

Common Shares

The Unit Shares and Warrant Shares will have all of the characteristics, rights and restrictions of our Common Shares. The authorized capital of the Company consists of an unlimited number of Common Shares. As of June 8, 2021, there were 60,063,570 Common Shares issued and outstanding. See " Description of the Securities Being Distributed – Common Shares " in the Prospectus for a description of the material attributes and characteristics of the Common Shares.

Warrants

The Warrants will be issued under and governed by the Warrant Indenture to be entered into on the Closing Date between the Company and the Warrant Agent, as agent for the holders of the Warrants. The following description is subject to the detailed provisions of the Warrant Indenture. Reference should be made to the Warrant Indenture for the full text of attributes of the Warrants.

Each Warrant will be transferable and will entitle the holder thereof to acquire one Warrant Share at an exercise price of $[●] per Warrant Share until 4:30 p.m. (Toronto time) on the date that is 24 months following the Closing Date, subject to adjustment in certain circumstances, after which time the Warrants will expire.

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The Warrants may be issued in uncertificated form. Any Warrants issued in certificated form shall be evidenced by a warrant certificate in the form attached to the Warrant Indenture. All Warrants issued in the name of CDS may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book-entry position on the register of Warrant holders, which will be maintained by the Warrant Agent at its principal offices in Toronto, Ontario. The Company appoint the principal transfer offices of the Warrant Agent in Toronto, Ontario as the location at which the Warrants may be surrendered for exercise, transfer or exchange.

The Warrant Indenture will provide for adjustment in the number of Warrant Shares issuable upon the exercise of the Warrants and the exercise price per Warrant Share will be subject to adjustment in the event of a subdivision or consolidation of the Common Shares. The Warrant Indenture will also provide that if there is (a) a reclassification or change of the Common Shares, (b) any consolidation, amalgamation, arrangement or other business combination of the Company resulting in any reclassification, or change of the Common Shares into other shares, or (c) any sale, lease, exchange or transfer of the Company's assets as an entity or substantially as an entirety to another entity, then each holder of a Warrant which is thereafter exercised shall receive, in lieu of Common Shares, the kind and number or amount of other securities or property which such holder would have been entitled to receive as a result of such event if such holder had exercised the Warrants prior to the event.

No adjustment in the exercise price or the number of Warrant Shares issuable upon the exercise of the Warrants will be required to be made unless the cumulative effect of such adjustment or adjustments would result in a change of at least one percent (1%) in the exercise price or a change in the number of Warrant Shares issuable upon exercise by at least one one-hundredth (1/100) of a Warrant Share, as the case may be. Furthermore, no adjustment will be made in the right to acquire Warrant Shares if an issue of Common Shares of the Company is being made in connection with a share incentive plan, restricted share plan or share purchase plan for the benefit of directors, officers, employees, consultants or other service providers, or the satisfaction of existing instruments issued as of the date of the Warrant Indenture.

The Company will covenant in the Warrant Indenture that, during the period in which the Warrants are exercisable, it will give notice to the Warrant Agent and to the holders of the Warrants of certain stated events, including events that would result in an adjustment to the exercise price for the Warrants or the number of Warrant Shares issuable upon exercise of the Warrants, at least 10 days prior to the record date or effective date any such event.

No fractional Warrant Shares will be issuable upon the exercise of any Warrants and no cash or other consideration will be paid in lieu of fractional Warrant Shares. Holders of Warrants will not have any voting or pre-emptive rights or any other rights which a holder of Common Shares would have.

The Warrant Indenture will provide that, from time to time, the Company may amend or supplement the Warrant Indenture for certain purposes, without the consent of the holders of the Warrants, including curing defects or inconsistencies or making any change that does not prejudice the rights of any holder. Any amendment or supplement to the Warrant Indenture that adversely affects the interests of the holders of Warrants may only be made by "extraordinary resolution", which will be defined in the Warrant Indenture as a resolution either: (i) passed at a meeting of the holders of Warrants at which there are holders of Warrants present in person or represented by proxy representing at least 10% of the aggregate number of the then-outstanding Warrants by the affirmative vote of the holders of Warrants representing not less than 66⅔% of the aggregate number of Warrants represented at the meeting and voted on the poll upon such resolution; or (ii) adopted by an instrument in writing signed by the holders of Warrants representing not less than 66⅔% of the aggregate number of all the then-outstanding Warrants.

The Company has applied to list the Warrants on the TSX. Listing will be subject to the Company fulfilling all listing requirements of the TSX.

PLAN OF DISTRIBUTION

The Units will be offered in each of the provinces and territories of Canada, except Quebec, and subject to applicable law and the Underwriting Agreement, certain jurisdictions outside of Canada. Pursuant to the Underwriting Agreement, the Company has agreed to issue and sell and the Underwriters have severally agreed to purchase, as principals, on the Closing Date, a total of [●] Units at the Offering Price of $[●] per Unit, payable in

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cash to the Company against delivery. The obligations of the Underwriters under the Underwriting Agreement may be terminated at their discretion on the basis of "market out", "regulatory out", "disaster out", and "material change out" provisions in the Underwriting Agreement and may also be terminated upon the occurrence of certain stated events. The Underwriters are, however, obligated to take up and pay for all of the Units if any of the Units are purchased under the Underwriting Agreement.

The Offering Price and certain other terms of the Offering have been determined by arm's length negotiations between the Company and the Lead Underwriter, on behalf of the Underwriters.

Pursuant to the Underwriting Agreement, the Company has granted to the Underwriters the Over-Allotment Option exercisable in whole or in part in the sole discretion of the Underwriters at any time until the date which is 30 days following the Closing Date, to purchase up to 15% of the number of Units sold on the Closing Date, at a price equal to the Offering Price, solely to cover over-allotments, if any, and for market stabilization purposes. The OverAllotment Option may be exercised to purchase: (a) up to [●] Additional Units at the Offering Price per Additional Unit, (b) up to [●] Additional Units Shares at $[●] per Additional Unit Share; (c) up to [●] Additional Warrants at $[●] per Additional Warrant; or (d) any combination of Additional Units, Additional Unit Shares and/or Additional Warrants, provided that (i) the number of Additional Units does not exceed [●], (ii) the number of Additional Shares does not exceed [●], and (iii) the number of Additional Warrants does not exceed [●]. This Prospectus Supplement and the Prospectus also qualify the grant of the Over-Allotment Option and the distribution of the Additional Units upon exercise of the Over-Allotment Option. Any purchaser who acquires Additional Securities forming part of the over-allotment position of the Underwriters pursuant to the Over-Allotment Option acquires such securities under this Prospectus Supplement and the Prospectus, regardless of whether the over-allotment position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

Subject to alternative arrangements in respect of President's List Purchasers, subscriptions for the Units will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. Except in limited circumstances, on the Closing Date, the Units, which are immediately separable into Unit Shares and Warrants, will be available for delivery in book-entry form or the noncertificated inventory system of CDS or, its nominee, and will be deposited with CDS on the closing of the Offering (subject to certain limited exceptions). Purchasers of Units will receive only a customer confirmation from the registered dealer who is a CDS Participant from or through whom Units are purchased. Physical certificates evidencing Unit Shares and Warrants will not be issued except in limited circumstances.

Adcore has applied to list the Unit Shares, the Warrants and the Warrant Shares on the TSX. Listing will be subject to Adcore fulfilling all listing requirements of the TSX. Closing of the Offering is conditional on the Unit Shares and the Warrant Shares being conditionally listed or approved for listing on the TSX, subject to standard listing conditions.

There is currently no market through which the Warrants may be sold and purchasers may not be able to resell the Warrants purchased under this Prospectus Supplement. This may affect the prices of the Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the securities, and the extent of issuer regulation. See " Risk Factors ".

The Offering is expected to close on or about June 16, 2021, or such other date as may be agreed upon between

the Company and the Lead Underwriter.

In consideration for the Underwriters' services, the Company has agreed to pay in cash to the Underwriters the Underwriting Commission equal to 7% of the gross proceeds raised in respect of the Offering, except in respect of sales of Units to President's List Purchasers, in respect of which the Underwriting Commission will be reduced to 3.5%. In addition, the Company has agreed to issue Compensation Warrants to the Underwriters, exercisable for a period of 24 months following the Closing Date, to acquire in aggregate that number of Common Shares which is equal to 7% of the total number of Units sold under the Offering to purchasers other than President's List Purchasers, and 3.5% of the total number of Units sold under the Offering to the President's List Purchasers, at an exercise price equal to the Offering Price per Common Share.

The Company estimates that the total expenses of the Offering payable by the Company, not including the Underwriting Commission, will be approximately $125,000. Pursuant to the Underwriting Agreement, the Company

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has agreed to pay the out-of-pocket expenses of the Underwriters, and reasonable fees and disbursements of the Underwriters' counsel, subject to an agreed upon maximum.

Pursuant to the Underwriting Agreement, the Company and each of the directors and senior officers have agreed to enter into a lock-up undertaking in favour of the Underwriters pursuant to which such person (and each of such person's associates and affiliates) will agree, for so long as such person is a director and/or a senior officer, not to directly or indirectly offer, issue, sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to alter economic exposure to, or announce any intention to do so, in any manner whatsoever, any Common Shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Company for a period of 90 days after the initial Closing Date, without the prior written consent of the Canaccord, on behalf of the Underwriters (such consent not to be unreasonably withheld), other than in conjunction with: (i) transfers by any such person to its affiliates for tax or other bona fide tax or estate planning purposes, provided that each transferee shall, as a condition precedent to such transfer, agree to enter into a substantially similar undertaking; (ii) in order to accept a bona fide take-over bid made to all securityholders of the Company or similar business combination transaction; (iii) the receipt of a grant of stock options, restricted share units and other similar issuances pursuant to the share incentive plan, restricted share unit plan, and other share compensation arrangements of the Company, provided that the exercise price thereof shall not be less than the Offering Price; or (iv) the conversion, exercise or exchange of any convertible, exercisable or exchangeable securities existing on the date hereof or upon exercise of stock options or restricted share units granted in accordance with (iii) above, provided that any Common Shares or other securities received will also be subject to the lock-up undertaking.

The Company has agreed in the Underwriting Agreement to indemnify the Underwriter against certain liabilities, including liabilities under the U.S. Securities Act, and Canadian securities laws, and, where such indemnification is unavailable, to contribute to payments that the Underwriters may be required to make in respect of such liabilities.

The summary of certain provisions of the Underwriting Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the provisions of the Underwriting Agreement, a copy of which has been filed with the securities commissions in Canada and is available on SEDAR at www.sedar.com.

Pursuant to the policies of certain Canadian securities regulators, the Underwriters may not, throughout the period of distribution under this Prospectus Supplement, bid for or purchase Common Shares. The foregoing restriction is subject to certain exceptions, including: (a) a bid or purchase permitted under the bylaws and rules of applicable regulatory authorities and stock exchanges, including the Universal Market Integrity Rules for Canadian Marketplaces administered by the Investment Industry Regulatory Organization of Canada, relating to market stabilization and passive market-making activities; (b) a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of distribution; (c) a bid or purchase to cover a short position entered into prior to the distribution; and (d) transactions in compliance with U.S. federal securities laws. Any such trades are permitted only on the condition that the bid or purchase is not engaged in for the purpose of creating actual or apparent active trading in or raising the price of the Common Shares.

This Prospectus Supplement does not constitute an offer to sell or a solicitation of an offer to buy any of the Units in the United States or to a U.S. Person. The Units, the Unit Shares, the Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws and, unless registered under the U.S. Securities Act and applicable state securities laws or exempt from such registration, may not be offered, sold, transferred, delivered or otherwise disposed of, directly or indirectly, within the United States or to, or for the account or benefit of, any U.S. Person or person in the United States. The Underwriters have agreed that they and their respective registered U.S. broker-dealer affiliates (the " U.S. Affiliates ") will not offer or sell the Units within the United States or to, or for the account of U.S. Persons, except that they and the U.S. Affiliates may offer the Units in certain transactions exempt from the registration requirements of the U.S. Securities Act, in compliance with applicable state securities laws and in accordance with the Underwriting Agreement.

Pursuant to the Underwriting Agreement, the Underwriters may reoffer and resell the Units that have been acquired pursuant to the Underwriting Agreement in the United States and to, or for the account of benefit of U.S. Persons, by or through one or more U.S. Affiliates to (a) Qualified Institutional Buyers pursuant to Rule 144A and/or other available exemptions under the U.S. Securities Act and in compliance with similar exemptions under applicable

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U.S. state securities laws and (b) "accredited investors", as defined in Rule 501(a) of Regulation D under the U.S. Securities Act (" U.S. Accredited Investors "), that will purchase the Units as substituted purchasers for the Underwriters, through U.S. Affiliates, directly from the Company pursuant to Rule 506(b) of Regulation D under the U.S. Securities Act and similar exemptions under applicable state securities laws. The Underwriters will offer and sell the Units outside the United States only in accordance with Regulation S under the U.S. Securities Act. In addition, until 40 days after the commencement of the Offering, an offer or sale of the Units in the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made other than in accordance with an exemption from such registration requirements.

Any Units, Unit Shares, Warrants or Warrant Shares that are offered or sold to, or for the account or benefit of persons in the United States or U.S. Persons will be "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act and, except as otherwise described in this Prospectus Supplement, they will contain a legend to the effect that such securities have not been registered under the U.S. Securities Act or any state securities laws and may only be offered, sold, pledged or otherwise transferred pursuant to certain exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws.

The Warrants and the Warrant Shares issuable upon the exercise of the Warrants have not been and will not be registered under the U.S. Securities Act or any state securities laws. The Warrants will not be exercisable by or on behalf of a person in the United States or a U.S. Person, nor will any certificates representing the Warrant Shares issuable upon exercise of the Warrants be registered or delivered to an address in the United States, unless an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws is available and the Company has received an opinion of counsel of recognized standing or other evidence reasonably satisfactory to the Company to such effect in form and substance reasonably satisfactory to the Company; provided, however, that a U.S. Accredited Investor or a Qualified Institutional Buyer that purchased the Warrants in the Offering for its own account, or for the account of another U.S. Accredited Investor or Qualified Institution Buyer for which it exercised sole investment discretion with respect to such original purchase (an "Original Beneficial Purchaser"), will not be required to deliver an opinion of counsel if it exercises the Warrants for its own account or for the account of the Original Beneficial Purchaser, if any, if each of it and such Original Beneficial Purchaser, if any, was a U.S. Accredited Investor or a Qualified Institutional Buyer at the time of the original purchase and is also a U.S. Accredited Investor or a Qualified Institutional Buyer at the time of exercise of the Warrants. If required pursuant to the U.S. Securities Act, certificates representing Warrant Shares will be required to bear a legend describing transfer restrictions imposed by the U.S. Securities Act.

LEGAL MATTERS

Certain legal matters in connection with the Offering will be passed upon on behalf of the Company by Gowling WLG (Canada) LLP, as to Canadian legal matters. Certain legal matters in connection with the Offering will be passed upon on behalf of the Underwriters by DLA Piper (Canada) LLP.

As of the date of this Prospectus Supplement, the partners and associates of Gowling WLG (Canada) LLP and DLA Piper (Canada) LLP beneficially own, directly or indirectly, in the aggregate less than 1% of the issued and outstanding Common Shares.

INDEPENDENT AUDITOR

The Company's auditors, Ziv Haft Chartered Accountants (Israel), a BDO Member Firm are the auditors of the Company and have confirmed that they are independent from the Company within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Shares is Computershare Investor Services Inc. at its principal office in the city of Toronto, Ontario, and the warrant agent for the Warrants is Computershare Trust Company, at its principal office in the city of Toronto, Ontario.

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PROMOTERS

Omri Brill may be considered a promoter of the Company based on his role as founder of Adcore. Other than as described in this Prospectus, no promoter of the Company has received or will receive anything of value, including money, property, contracts, options, or rights of any kind from the Company or Adcore for acting as a promoter of the Company. Mr. Brill beneficially owns, directly or indirectly, or exercises control or direction over 40,769,885 Common Shares representing 67.88% of the outstanding Common Shares.

No promoter of the Company is, as at the date of this Prospectus, or has been within 10 years prior to the date of this Prospectus, a director, chief executive officer, or chief financial officer of any person or company, that:

(a) was subject to an order that was issued while the promoter was acting in such capacity; or
(b) was subject to an order that was issued after the promoter ceased to act in such capacity and which resulted from an event that occurred while the promoter was acting in such capacity.

No promoter of the Company is, as at the date of this Prospectus, or has been within the 10 years prior to the date of this Prospectus, a director or executive officer of any person or company that, while the promoter was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

No promoter of the Company has, within the 10 years prior to the date of this Prospectus, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the promoter.

ELIGIBILITY FOR INVESTMENT

In the opinion of Gowling WLG (Canada) LLP, counsel the Company and DLA Piper (Canada) LLP, counsel to the Underwriters, based on the current provisions of the Tax Act and the Regulations in force as of the date hereof and the Tax Proposals, the Unit Shares, Warrants and Warrant Shares, if issued on the date hereof, would be "qualified investments" under the Tax Act for a trust governed by a registered retirement savings plan, a registered retirement income fund, a registered education savings plan, a registered disability savings plan, a tax-free savings account (each a " Registered Plan ") or a deferred profit sharing plan (a " DPSP ") (each as defined in the Tax Act), provided that:

(a) in the case of the Unit Shares and Warrant Shares, the Unit Shares or Warrant Shares (as applicable) are listed on a "designated stock exchange" as defined in the Tax Act (which currently includes the TSX) or the Company otherwise qualifies as a "public corporation" (each as defined in the Tax Act); and
(b) in the case of the Warrants, either the Warrants are listed on a "designated stock exchange" as defined in the Tax Act (which currently includes the TSX) or the Warrant Shares are qualified investments as described in (a) above and neither the Company, nor any person with whom the Company does not deal at arm's length, is an annuitant, a beneficiary, an employer or a subscriber under, or a holder of, such Registered Plan or DPSP.

Notwithstanding the foregoing, the annuitant, holder or subscriber of a Registered Plan, as the case may be, (each, a " Registered Holder "), will be subject to a penalty tax if the Unit Shares, Warrants or Warrant Shares held in a Registered Plan are a "prohibited investment" for that Registered Plan pursuant to the Tax Act. The Unit Shares, Warrants and Warrant Shares will generally be a "prohibited investment" for a particular Registered Plan if a Registered Holder in respect thereof has a "significant interest" (as defined in subsection 207.01 of the Tax Act) in the Company or the Registered Holder does not deal at arm's length with the Company for the purposes of the

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Tax Act. The Unit Shares and Warrant Shares will not be a prohibited investment if they are "excluded property" as defined in the Tax Act for trusts governed by a Registered Plan.

Purchasers who intend to hold Unit Shares, Warrants and Warrant Shares through a Registered Plan or DPSP should consult their own tax advisors in regard to the application of these rules in their particular circumstances.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment or supplement thereto. In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the Prospectus or Prospectus Supplement and any amendment thereto contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province. Purchasers should refer to any applicable provisions of the securities legislation of their province for the particulars of these rights or consult with a legal adviser.

In an offering of Warrants, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the Prospectus or Prospectus Supplement and any amendment is limited, in certain provincial securities legislation, to the price at which the Warrants are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon exercise of the Warrants, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars of this right of action for damages or consult with a legal adviser.

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CERTIFICATE OF THE COMPANY

Dated: June 9, 2021

The short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and this supplement as required by the securities legislation of each of the provinces and territories of Canada.

/s/ “Omri Brill” /s/ “Yatir Sadot” Omri Brill Yatir Sadot Chief Executive Officer Chief Financial Officer

On behalf of the Board of Directors

/s/ “Ronnie Jaegermann” /s/ “Sokhie Puar” Ronnie Jaegermann Sokhie Puar Director Director

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CERTIFICATE OF THE PROMOTER

Dated: June 9, 2021

/s/ “Omri Brill” Omri Brill

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CERTIFICATE OF THE UNDERWRITERS

June 9, 2021

To the best of our knowledge, information and belief, the short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and this supplement as required by the securities legislation of each of the provinces and territories of Canada.

CANACCORD GENUITY CORP.

/s/ “Shoaib Ansari” Shoaib Ansari Managing Director

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This short form prospectus is a base shelf prospectus. This short form base shelf prospectus has been filed under legislation in each of the provinces and the territories of Canada that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities, except in cases where an exemption from such delivery requirements has been obtained.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by the persons permitted to sell such securities.

The securities offered hereunder 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. These securities will not be offered or sold to, or for the account or benefit of, persons within the United States or " U.S. persons " , as such term is defined in Regulation S under the U.S. Securities Act unless the securities are registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available. See " Plan of Distribution". This short form base shelf prospectus does not constitute an offer to sell or a solicitation of an offer to buy the securities offered hereby to, or for the account or benefit of, persons in the United States or U.S. persons.

Information has been incorporated by reference in this short form base shelf prospectus from documents filed with securities commissions or similar authorities in Canada . Copies of the documents incorporated herein by reference may be obtained on request without charge from secretary of the Company at 100 King Street West, Suite 1600, Toronto Ontario, Canada, M5X 1A9, telephone 415-7994515, and are also available electronically at www.sedar.com.

New Issue

May 10, 2021

SHORT FORM BASE SHELF PROSPECTUS

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ADCORE INC.

$25,000,000 Common Shares Warrants Units Debt Securities Subscription Receipts

This short form base shelf prospectus (" Prospectus ") relates to the offering for sale from time to time (each, an " Offering ") by Adcore Inc. (the " Company " or " Adcore ") during the 25-month period that this Prospectus, including any of amendments thereto, remains valid, of up to $25,000,000 in the aggregate of: (i) common shares (" Common Shares ") of the Company; (ii) warrants (" Warrants ") to purchase other Securities (as defined below) of the Company; (iii) units (" Units ") comprising of one or more of the other Securities, (iv) senior and subordinated unsecured debt securities (collectively, " Debt Securities "), including debt securities convertible or exchangeable into other securities of the Company, and (v) subscription receipts (" Subscription Receipts " and together with the Common Shares, Warrants, Units and Debt Securities, collectively referred to herein as the " Securities "). The Securities may be offered separately or together, in amounts, at prices and on terms determined based on market conditions at the time of the sale and as set forth in an accompanying prospectus supplement (" Prospectus Supplement ").

All shelf information permitted under applicable laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus, except in cases where an exemption from such delivery requirements has been obtained. Each Prospectus Supplement containing the specific terms of any Securities will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.

The specific terms of any Securities offered will be described in a Prospectus Supplement, including: (i) in the case of Common Shares, the number of Common Shares offered, the offering price (in the event the offering is a fixed price distribution), the manner of determining the offering price(s) (in the event the offering is a non-fixed price distribution) and any other specific terms; (ii) in the case of Warrants, the number of Warrants being offered, the offering price (in the event the offering is a fixed price distribution), the manner of determining the offering price(s) (in the event the offering is a non-fixed price distribution), the designation, number and terms of the other Securities purchasable upon exercise of the Warrants, and any procedures that will result in the adjustment of those numbers, the exercise price, the dates and periods of exercise and any other specific terms; (iii) in the case of Units, the number of Units offered, the offering price, the designation, number and terms of the other Securities comprising the Units, and any other specific terms; (iv) in the case of the Debt Securities, the specific designation of the Debt Securities, whether such Debt Securities are senior or subordinate, the aggregate principal amount of the Debt Securities being offered, the currency or currency unit in which the Debt Securities may be purchased, authorized denominations, any limit on the aggregate principal amount of the Debt Securities of the series being offered, the issue and delivery date, the maturity date, the offering price (at par, at a discount or at a premium), the interest rate or method of determining the interest rate, the interest payment date(s), any conversion or exchange rights that are attached to the Debt Securities, any redemption provisions, any repayment provisions and any other specific terms; and (v) in the case of Subscription Receipts, the number of Subscription Receipts being offered, the offering price (in the event the offering is a fixed price distribution), the manner of determining the offering price(s) (in the event the offering is a non-fixed price distribution), the terms, conditions and procedures for the conversion of the Subscription Receipts into other Securities, the designation, number and terms of such other Securities, and any other specific terms. A Prospectus Supplement relating to a particular offering of Securities may include terms pertaining to the Securities being offered thereunder that are not within the terms and parameters described in this Prospectus.

The Securities may be sold through underwriters or dealers, directly by us pursuant to applicable statutory exemptions, or through designated agents from time to time. See " Plan of Distribution ". The Prospectus Supplement relating to a particular offering of Securities will identify each underwriter, dealer or agent, as the case may be, engaged by the Company in connection with the offering and sale of the Securities, and will set forth the terms of the offering of such Securities, including, to the extent applicable, any fees, discounts or any other compensation payable to underwriters, dealers or agents in connection with the offering, the method of distribution of the Securities, the initial issue price (in the event that the offering is a fixed price distribution), the net proceeds to us and any other material terms of the plan of distribution.

The Securities may be sold from time to time in one or more transactions at a fixed price or prices or at non-fixed prices. This Prospectus may qualify an "at-the-market distribution", as defined in National Instrument 44-102 — Shelf Distributions (" NI 44-102 "). If offered on a non-fixed price basis, the Securities may be offered at market prices prevailing at the time of sale, at prices determined by reference to the prevailing price of a specified security in a specified market or at prices to be negotiated with purchasers including sales in transactions that are deemed to be "at-the-market distributions", including sales made directly on the Toronto Stock Exchange (the " TSX ") or other existing trading markets for the Securities, and as set forth in an accompanying Prospectus Supplement, in which case the compensation payable to an underwriter, dealer or agent in connection with any such sale will be decreased by the amount, if any, by which the aggregate price paid for the Securities by the purchasers is less than the gross proceeds paid by the underwriter, dealer or agent to the Company. The price at which the Securities will be offered and sold may vary from purchaser to purchaser and during the period of distribution. See " Plan of Distribution ".

This Prospectus does not qualify the issuance of Debt Securities in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to one or more underlying interests including, for example, an equity or debt security, a statistical measure of economic or financial performance including, but not limited to, any currency, consumer price or mortgage index, or the price or value of one or more commodities, indices or other items, or any other item or formula, or any combination or basket of the foregoing items. For greater certainty, this Prospectus may qualify for issuance Debt Securities in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to published rates of a central banking authority or one or more financial institutions, such as a prime rate or bankers' acceptance rate, or to recognized market benchmark interest rates such as the Secured Overnight Financing Rate (" SOFR "), Euro Inter-Bank Offered Rate (" EURIBOR ") or a United States federal funds rate.

over-allot securities in connection with such distribution or effect any other transactions that are intended to stabilize or maintain the market price of the offered Securities or securities of the same class as the Securities distributed under the "at-the-market distribution", including selling an aggregate number or principal amount of Securities that would result in the underwriter creating an over-allocation position in the Securities.

In connection with any offering of the Securities, subject to applicable laws and other than an "at-the-market distribution", the underwriters or agents may over-allot or effect transactions that stabilize or maintain the market price of the offered Securities at a level above that which might otherwise prevail on the open market. Such transactions, if commenced, may be interrupted or discontinued at any time. See " Plan of Distribution ".

The Common Shares are listed on the TSX under the trading symbol "ADCO" and trade in the United States on the OTCUS under the trading symbol "ADCOF" and in Germany on the Frankfurt Stock Exchange under the trading symbol "ADQ". On May 7, 2021, the last trading day prior to the filing of this Prospectus, the closing prices of the Common Shares on the TSX was $1.43, on the OTCUS was US$1.19 and on Frankfurt Stock Exchange was €0.95.

Unless specified in the applicable Prospectus Supplement, there is no market through which the Subscription Receipts, Warrants, Units and Debt Securities may be sold and purchasers may not be able to resell the Subscription Receipts, Warrants, Units and Debt Securities purchased under this Prospectus and the Prospectus Supplement. This may affect the pricing of the Subscription Receipts, Warrants, Units and Debt Securities in the secondary market, the transparency and availability of trading prices, the liquidity of the Subscription Receipts, Warrants, Units and Debt Securities and the extent of issuer regulation. See " Risk Factors ".

Prospective investors should be aware that the purchase of Securities may have tax consequences that may not be fully described in this Prospectus or in any Prospectus Supplement, and should carefully review the tax discussion, if any, in the applicable Prospectus Supplement and in any event consult with a tax advisor.

An investment in the Securities is subject to a number of risks, including those risks described in this Prospectus and documents incorporated by reference into this Prospectus. See " Risk Factors " in this Prospectus and in the Company's Annual Information Form and Interim MD&A incorporated by reference herein.

No person is authorized by the Company to provide any information or to make any representation other than as contained in this Prospectus in connection with the issue and sale of the Securities offered hereunder.

No underwriter has been involved in the preparation of this Prospectus or performed any review of the contents hereof.

Omri Brill (President, Chief Executive Officer, Chairman and Promoter), Roy Nevo (Chief Operation Officer and Director), Yatir Sadot (Chief Financial Officer), Barak Frank (Corporate Secretary) and Ronnie Jaegermann (Director) who each reside outside of Canada, have appointed Gowling WLG (Canada) LLP, 1 First Canadian Place, 100 King Street West, Suite 1600, Toronto, Ontario M5X 1G5, as their agent for service of process in Canada. Prospective purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process, see " Risk Factors ".

In this Prospectus, references to the " Company ", " Adcore ", " we ", " us " and " our " refer to Adcore Inc. and/or, as applicable, one or more of its subsidiaries. The Company's head office is located at 105 Allenby St., Tel Aviv-Yafo, Israel, 6513444 and its registered office is located at Suite 1600, 100 King Street West, Toronto, ON M5X 1G5.

iii

PROSPECTUS

GENERAL MATTERS ............................................................................................................................................ 1 CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION....................................................... 1 EXEMPTION ........................................................................................................................................................... 2 TRADEMARKS AND SERVICE MARKS................................................................................................................ 2 MARKETING MATERIALS ..................................................................................................................................... 2 DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................. 3 THE COMPANY ...................................................................................................................................................... 4 CONSOLIDATED CAPITALIZATION ..................................................................................................................... 5 USE OF PROCEEDS ............................................................................................................................................. 6 DESCRIPTION OF SECURITIES BEING DISTRIBUTED ..................................................................................... 6 PLAN OF DISTRIBUTION .................................................................................................................................... 10 RISK FACTORS ................................................................................................................................................... 11 CERTAIN FEDERAL INCOME TAX CONSIDERATIONS ................................................................................... 14 PROMOTERS ....................................................................................................................................................... 14 LEGAL MATTERS ................................................................................................................................................ 14 AUDITORS, TRANSFER AGENT AND REGISTRAR .......................................................................................... 14 STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION ..................................... 15 CERTIFICATE OF THE COMPANY ....................................................................................................................... 1 CERTIFICATE OF THE PROMOTER .................................................................................................................... 2

GENERAL MATTERS

Investors should rely only on the information contained in or incorporated by reference into this Prospectus or any applicable Prospectus Supplement. The Company has not authorized anyone to provide investors with different information. Information contained on the Company's website shall not be deemed to be a part of this Prospectus or incorporated by reference herein or in any applicable Prospectus Supplement and may not be relied upon by prospective investors for the purpose of determining whether to invest in the Securities qualified for distribution under this Prospectus. The Company is not making an offer of these Securities in any jurisdiction where the offer is not permitted. Investors should not assume that the information contained in this Prospectus is accurate as of any date other than the date on the front of this Prospectus or the date of the relevant document incorporated by reference. The Company's business, operating results, financial condition and prospects may have changed since that date.

In this Prospectus, unless stated otherwise or the context requires otherwise, all dollar amounts are expressed in Canadian dollars.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This Prospectus and the documents incorporated by reference herein contain certain "forward-looking information" and "forward-looking statements" (collectively, " forward-looking statements ") which are based upon the Company's current internal expectations, estimates, projections, assumptions and beliefs. Such statements can be identified by the use of forward-looking terminology such as "expect", "believe", "likely", "may", "will", "should", "intend", "anticipate", "potential", "proposed", "estimate", "project", "continue", "plan", "aim" and other similar words, including negative and grammatical variations thereof, or statements that certain events or conditions "may" or "will" happen, or by discussions of strategy. Forward-looking statements include estimates, plans, expectations, opinions, forecasts, projections, targets, guidance, or other statements that are not statements of fact. The Company has based these forward-looking statements on current expectations and projections about future events and financial trends that they believe may affect the Company's financial condition, results of operations, business strategy and financial needs, as the case may be.

Such forward-looking statements are made as of the date of this Prospectus, or in the case of documents incorporated by reference herein, as of the date of each such document. Forward-looking statements in this Prospectus and the documents incorporated by reference herein include, but are not limited to, statements with respect to:

the performance of the Company's business and operations;
the intention to grow the business, operations and potential activities of the Company;
the competitive and business strategies of the Company;
the Company's anticipated operating cash requirements and future financing needs;
the anticipated future gross revenues and profit margins of the Company's operations;
the Company's expectations regarding its revenue, expenses and operations;
the applicable laws, regulations and any amendments thereof;
expectations with respect to the advancement and adoption of new products;
the acceptance by customers and the marketplace of new products and solutions;
the ability to attract new customers and develop and maintain existing customers;
the ability to protect, maintain and enforce the Company's intellectual property rights;
the ability to successfully leverage current and future strategic partnerships and alliances;
the ability to attract and retain personnel;
the anticipated labour and materials costs;
the Company's competitive condition and expectations regarding competition, including pricing and demand expectations and the regulatory environment in which the Company operates;
the anticipated trends and challenges in the Company's business and the markets and jurisdictions in which the Company operates;
the impact of COVID-19 on the Company's business;
the completion of the Offerings and the receipt of all regulatory and stock exchange approvals in connection therewith;
the use of the net proceeds of the Offering; and
the Company's business objectives and milestones and the anticipated timing of execution.

Forward-looking statements reflect the Company's current expectations and assumptions, and are subject to a number of known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements to be materially different from any anticipated future results, performance or achievements expressed or implied by the forward-looking statements. Should one or more of these risks and uncertainties materialize, or should underlying factors or assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. In making the forward-looking statements included in this Prospectus, and the documents incorporated by reference herein, the Company has made various material assumptions, including, but not limited to:

the general business, economic, financial market, regulatory and political conditions in which the Company operates will remain positive;
the Company will continue to be in compliance with regulatory requirements;
the tax treatment of the Company and its subsidiaries will remain constant and the Company will not become subject to any material legal proceedings;
the Company will have sufficient working capital and be able to secure additional funding necessary for the continued operation and development of the Company; and
key personnel will continue their employment with the Company and the Company will be able to obtain and retain additional qualified personnel, as needed, in a timely and cost-efficient manner.

Purchasers are cautioned that the above list of cautionary statements is not exhaustive. A number of factors could cause actual events, performance or results to differ materially from what is projected in forward-looking statements. The purpose of forward-looking statements is to provide the reader with a description of management's expectations, and such forward-looking statements may not be appropriate for any other purpose. You should not place undue reliance on forward-looking statements contained in this Prospectus or in any document incorporated by reference herein. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

The forward-looking statements contained in this Prospectus and the documents incorporated by reference herein are expressly qualified in their entirety by the foregoing cautionary statement. Investors should read this entire Prospectus, including the Annual Information Form, and each applicable Prospectus Supplement, and consult their own professional advisers to ascertain and assess the income tax and legal risks and other aspects associated with holding Securities.

EXEMPTION

Pursuant to a decision of the Autorité des marchés financiers dated April 21, 2021, the Company was granted a permanent exemption from the requirement to translate into French this Prospectus as well as the documents incorporated by reference therein and any Prospectus Supplement to be filed in relation to an "at-the-market distribution". This exemption is granted on the condition that this Prospectus and any Prospectus Supplement (other than in relation to an "at-the-market distribution") be translated into French if the Company offers Securities to Québec purchasers in connection with an offering of Securities other than in relation to an "at-the-market distribution".

TRADEMARKS AND SERVICE MARKS

This prospectus includes trademarks, trade names and service marks which are protected under applicable intellectual property laws for use in connection with the operation of our business, and which are the property of the Company. All other trade names, trademarks or service marks appearing in this prospectus that are not identified as marks owned by us are the property of their respective owners. Solely for convenience, trademarks, service marks and trade names referred to in this prospectus may be listed without the ®, (TM) and (sm) symbols, however, we will assert, to the fullest extent under applicable law, our applicable rights in these trademarks, service marks and trade names.

MARKETING MATERIALS

Any template version of marketing materials (as such terms are defined in National Instrument 41-101 General Prospectus Requirements ) that are utilized in connection with the distribution of Securities will be filed under the

Company's profile on SEDAR. In the event that such marketing materials are filed after the date of the applicable Prospectus Supplement for the offering and before termination of the distribution of such Securities, such filed versions of the marketing materials will be deemed to be incorporated by reference into the applicable Prospectus Supplement for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from Yatir Sadot, Chief Financial Officer of the Company at Suite 1600, 100 King Street West, Toronto, ON, M5X 1G5, telephone 415-799-4545, and are also available electronically on SEDAR.

The following documents of the Company filed with the securities commissions or similar authorities in Canada are incorporated by reference in this Prospectus:

the annual information form of the Company dated March 30, 2021 (the " Annual Information Form ") in respect of the fiscal year ended December 31, 2020;
the audited consolidated financial statements of the Company and the notes thereto as at and for the fiscal years ended December 31, 2020 and 2019, together with the auditor's report thereon (the " Annual Financial Statements ");
the management's discussion and analysis of the Company for the fiscal years ended December 31, 2020 and December 31, 2019 (the " Annual MD&A "); and
the management information circular dated May 26, 2020 in respect of the Company's 2020 annual general and special meeting held on June 29, 2020.

Any document of the type referred to in Section 11.1 of Form 44-101F1 – Short Form Prospectus Distributions filed by the Company with a securities commission or similar regulatory authority in Canada after the date of this Prospectus and prior to 25 months from the date hereof shall be deemed to be incorporated by reference in this Prospectus.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference in this Prospectus shall be deemed to be modified or superseded for the purposes of this Prospectus to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference in this Prospectus modifies or supersedes that statement. Any statement so modified or superseded shall not constitute a part of this Prospectus except as so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

Upon filing of a new Annual Information Form and related Annual Financial Statements with, and where required, accepted by, the applicable securities regulatory authorities during the currency of this Prospectus, the previous Annual Information Form, including all amendments thereto, the previous Annual Financial Statements and all interim financial statements (including any interim MD&A's related thereto), material change reports and management information circulars filed prior to the commencement of the fiscal year in which the new Annual Information Form is filed, shall be deemed no longer to be incorporated into this Prospectus for purposes of future offers and sales of Securities hereunder.

A Prospectus Supplement containing the specific terms of any Securities offered thereunder will be delivered to purchasers of such Securities together with this Prospectus to the extent required under applicable securities laws and will be deemed to be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement solely for the purposes of the Securities offered hereunder and thereunder.

THE COMPANY

Summary of the Business

Adcore is a global advertising technology (" Ad Tech ") provider of search engine marketing software-as-a-service (" SaaS ") solutions and services to scale via automation and machine learning technologies. The Company's cloudbased Ad Tech suite enables advertisers and agencies to improve financial performance, realize efficiencies and time savings, and make better business decisions.

Inter-Corporate Relationships

As at the date hereof, the Company's corporate structure consists of the following wholly-owned subsidiaries:

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----- Start of picture text -----

Adcore Inc.
(Canada)
100% 100% 100%
Adcore Australia Podium Advertising Adcore East Limited
PTY Ltd. Technologies Ltd. (Hong Kong)
(Australia) (Israel)
100%
Adcore China
(China)
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*The application for incorporating "Adcore China" has been made to relevant governmental authorities in China. Adcore is awaiting confirmation of requisite approval of the subsidiary.

Recent Developments

During the last three years, Adcore has expanded its product offerings, introducing Adcore VIEWS in 2017, and SEMDOC in 2018, and established or strengthened its partnerships with key digital advertising channels to market, sell, and service their products, becoming a Google Ads authorized reseller in 2017, a Google Reach Partner in 2018, a Microsoft Ads Channel Partner in 2019 and a Facebook Marketing Partner in 2020.

Adcore has expanded its geographic reach, opening its first international office in Melbourne, Australia in 2017, its second in Toronto, Canada in 2018, its third in Hong Kong in 2020 and its fourth in Shanghai, China in 2021. Adcore has grown its workforce in all five offices, adding sales staff, Ad Tech experts, and pre- and post-sales customer support staff to manage the digital advertising activity of Adcore's direct and indirect clients.

Adcore has also focused on expanding its client base, headlined by winning a tender and entering into an agreement with the Israeli Government Advertising Agency (" IGAA ") in October 2018 to manage jointly with Maple Team Ltd. a budget of approximately C$25 million per year in online advertising spending on behalf of the Israeli Ministry of Tourism. The IGAA Agreement is renewable annually by the IGAA until 2024, and on February 23, 2021 was renewed for another year.

COVID-19 Pandemic

The outbreak of the novel coronavirus, commonly referred to as "COVID-19", has spread throughout North America and Europe, causing companies and various international jurisdictions to impose restrictions such as quarantines, business closures and travel restrictions. While these effects are expected to be temporary, the duration of the business disruptions internationally and their impacts on the Company cannot be reasonably estimated at this time.

As of the date of this Prospectus, the Company has successfully continued operations under COVID-19 protocols. COVID-19 has not resulted in any material delays in the development or sales of our products. The Company is not currently experiencing any significant delays or interruptions in service or product delivery. The Company's workforce has successfully transitioned to working remotely during COVID-19. The Company has been able to operate relatively unaffected by the COVID-19 pandemic. The most notable impact has been that certain business development pursuits have taken longer to complete as international travel restrictions have hindered the performance and attendance of live product demonstrations, particularly for the Company's newer products.

Notwithstanding the foregoing, if the Company or its vendors and suppliers are unable to continue operations or keep up with increasing demands as a result of COVID-19, customers may experience delays or interruptions in service or the delivery of products, which may be detrimental to the Company's reputation and business. The Company cautions that it is impossible to fully anticipate or quantify the effect and ultimate impact of the COVID19 pandemic as the situation is rapidly evolving. The extent to which COVID-19 impacts the Company's results will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions taken by governments to contain it or treat its impact, including shelter in place directives, which, if extended, may impact the economies in which the Company now operates, or may in the future operate, key markets into which the Company sells products and delivers services, and markets through which the Company's key suppliers source their products.

For additional information see also " Risk Factors – Implications of the COVID-19 Pandemic ".

Director Update

Sukvinder (Sokhie) Puar, a director of Adcore, is also a director of Vanadiumcorp Resource Inc. (" Vanadiumcorp "), a junior mining and technology company listed on the TSX Venture Exchange. Vanadiumcorp was unable to file its annual financial statements and accompanying management's discussion and analysis for its year ended October 31, 2020 due to delays as a result of the COVID-19 pandemic. On March 9, 2021, Vanadiumcorp was issued a cease trade order (" CTO ") by the British Columbia Securities Commission. Vanadiumcorp is working diligently to complete the outstanding financial statements and accompanying management's discussion and analysis within the next 60 days. Upon making the requisite filings, Vanadiumcorp will seek to have the CTO revoked. Mr. Puar is a resident of Surrey, British Columbia and is the Founder and President of SNJ Capital Management Ltd., a company that has provided management consulting services since 2000.

CONSOLIDATED CAPITALIZATION

The applicable Prospectus Supplement will describe any material changes, and the effect of such material changes, on the share and loan capitalization of the Company that will result from the issuance of Securities pursuant to each Prospectus Supplement.

The Company's consolidated capitalization as at December 31, 2020 and as at May 9, 2021 are set out in the following table:

table:
Share Capital Common Shares Warrants Compensation Warrants Options Restricted Share Units	December 31, 2020 (audited)	May 9, 2021 (unaudited)
	Unlimited common shares 56,329,336 2,496,000 313,040 7,744,081 302,500	Unlimited common shares 59,752,195 180,000 13,800 7,948,581 534,250

USE OF PROCEEDS

Unless otherwise indicated in the applicable Prospectus Supplement, the Company intends to use the net proceeds from the sale of Securities for working capital requirements or for other general corporate purposes. Each applicable Prospectus Supplement will contain specific information concerning the use of proceeds from that sale of Securities by the Company. Notwithstanding the above, the Company's management has broad discretion in the application of proceeds of an offering of Securities. On the basis of results obtained or for other sound business reasons, the Company may re-allocate funds as required. Accordingly, the Company's actual use of proceeds may vary significantly from any proposed use of proceeds disclosed in any applicable Prospectus Supplement. See " Risk Factors – Discretion in the Use of Proceeds ".

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

The following is a brief summary of certain general terms and provisions of the Securities that may be offered pursuant to this Prospectus. This summary does not purport to be complete. The particular terms and provisions of the Securities as may be offered pursuant to this Prospectus will be set forth in the applicable Prospectus Supplement pertaining to such offering of Securities, and the extent to which the general terms and provisions described below may apply to such Securities will be described in the applicable Prospectus Supplement.

Common Shares

The authorized capital of the Company consists of an unlimited number of Common Shares. As at May 9, 2021, the Company had 59,752,195 Common Shares issued and outstanding.

Holders of Common Shares are entitled to dividends if, as and when declared by the board of directors of Adcore, to receive notice of and one vote per Common Share at meetings of shareholders and, upon liquidation, dissolution or winding up of Adcore, to share rateably in such assets of Adcore as are distributable to the holders of Common Shares.

Common Shares may be sold separately or together with certain other Securities under this Prospectus. Common Shares may also be issuable on conversion, exchange, exercise or maturity of certain other Securities qualified for issuance under this Prospectus.

Warrants

Warrants may be offered separately or together with other Securities, as the case may. Each series of Warrants may be issued under a separate warrant indenture or warrant agency agreement to be entered into between the Company and one or more banks or trust companies acting as Warrant agent or may be issued as stand-alone contracts. The applicable Prospectus Supplement will include details of the Warrant agreements, if any, governing the Warrants being offered. The Warrant agent, if any, will be expected to act solely as the agent of the Company and will not assume a relationship of agency with any holders of Warrant certificates or beneficial owners of Warrants. The following sets forth certain general terms and provisions of the Warrants that may be offered under this Prospectus. The specific terms of the Warrants, and the extent to which the general terms described in this section apply to those Warrants, will be set forth in the applicable Prospectus Supplement.

A copy of any warrant indenture or any warrant agency agreement relating to an offering of Warrants will be filed by the Company with the relevant securities regulatory authorities in Canada after it has been entered into by the Company.

Each applicable Prospectus Supplement will set forth the terms and other information with respect to the Warrants being offered thereby, which may include, without limitation, the following (where applicable):

the designation of the Warrants;
the aggregate number of Warrants offered and the offering price;
the designation, number and terms of the other Securities purchasable upon exercise of the Warrants, and procedures that will result in the adjustment of those numbers;
the exercise price of the Warrants;
the dates or periods during which the Warrants are exercisable;
the designation and terms of any securities with which the Warrants are issued;
if the Warrants are issued as a unit with another Security, the date on and after which the Warrants and the other Security will be separately transferable;
any minimum or maximum amount of Warrants that may be exercised at any one time;
whether such Warrants will be listed on any securities exchange;
any terms, procedures and limitations relating to the transferability, exchange or exercise of the Warrants;
certain material Canadian tax consequences of owning the Warrants; and
any other material terms and conditions of the Warrants.

Units

The Company may issue Units comprised of one or more of the other Securities described herein in any combination. Each Unit may be issued so that the holder of the Unit is also the holder of each Security included in the Unit; thus, the holder of a Unit may have the rights and obligations of a holder of each included Security. Any Unit agreement under which a Unit may be issued may provide that the Securities included in the Unit may not be held or transferred separately at any time or at any time before a specified date.

Each applicable Prospectus Supplement will set forth the terms and other information with respect to the Units being offered thereby, which may include, without limitation, the following (where applicable):

the designation, number and terms of the Units and of the Securities comprising the Units, including whether and under what circumstances those Securities may be held or transferred separately;
any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of the Securities comprising the Units;
certain material Canadian tax consequences of owning the Securities comprising the Units; and
any other material terms and conditions of the Units.

Debt Securities

The Debt Securities will be senior or subordinated unsecured indebtedness of the Company as described in the relevant Prospectus Supplement. If the Debt Securities are senior indebtedness, they will rank equally and rateably with all other unsecured indebtedness of the Company, from time to time issued and outstanding, which is not subordinated.

If the Debt Securities are subordinated indebtedness, they will rank equally and rateably with all other subordinated Debt Securities from time to time issued and outstanding. In the event of the insolvency or winding-up of the Company, the subordinated Debt Securities will be subordinated and postponed in right of payment to the prior

payment in full of all other liabilities and indebtedness of the Company, other than indebtedness that, by its terms, ranks equally with, or subordinate to, such subordinated Debt Securities.

Any convertible or exchangeable Debt Securities will be convertible or exchangeable only for other securities of the Company.

In conformity with applicable laws of Canada, for all bonds and notes of companies that are publicly offered, the Debt Securities will be governed by a document called an "indenture". There will be a separate indenture for the senior Debt Securities and the subordinated Debt Securities. An indenture is a contract between a financial institution, acting on your behalf as trustee of the Debt Securities offered, and us. The trustee has two main roles. First, subject to some limitations on the extent to which the trustee can act on your behalf, the trustee can enforce your rights against us if we default on our obligations under the indenture. Second, the trustee performs certain administrative duties for us. The aggregate principal amount of Debt Securities that may be issued under each indenture is unlimited. A copy of the form of each indenture to be entered into in connection with offerings of Debt Securities will be filed with the applicable securities regulatory authorities in Canada when it is entered into. A copy of any indenture or supplement thereto entered into by us will be filed with securities regulatory authorities and will be available on our profile on SEDAR.

This Prospectus does not qualify for issuance Debt Securities in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to one or more underlying interests including, for example, an equity or debt security, a statistical measure of economic or financial performance including, but not limited to, any currency, consumer price or mortgage index, or the price or value of one or more commodities, indices or other items, or any other item or formula, or any combination or basket of the foregoing items. For greater certainty, this Prospectus may qualify for issuance Debt Securities in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to published rates of a central banking authority or one or more financial institutions, such as a prime rate or bankers' acceptance rate, or to recognized market benchmark interest rates such as SOFR, EURIBOR or a United States federal funds rate.

Selected provisions of the Debt Securities and the indenture(s) under which such Debt Securities will be issued are summarized below. This summary is not complete. The statements made in this Prospectus relating to any indenture and Debt Securities to be issued thereunder are summaries of certain anticipated provisions thereof and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable indenture. The indentures will not limit the amount of Debt Securities that we may issue thereunder. We may issue Debt Securities from time to time under an indenture in one or more series by entering into supplemental indentures or by our board of directors or a duly authorized committee authorizing the issuance. The Debt Securities of a series need not be issued at the same time, bear interest at the same rate or mature on the same date.

The Prospectus Supplement for a particular series of Debt Securities will disclose the specific terms of such Debt Securities, including the price or prices at which the Debt Securities to be offered will be issued. The terms and provisions of any Debt Securities offered under a Prospectus Supplement may differ from the terms described below, and may not be subject to or contain any or all of such terms. Those terms may include some or all of the following:

the designation, aggregate principal amount and authorized denominations of such Debt Securities;
the indenture under which such Debt Securities will be issued and the trustee(s) thereunder;
the currency or currency units for which the Debt Securities may be purchased and the currency or currency unit in which the principal and any interest is payable (in either case, if other than Canadian dollars);
whether such Debt Securities are senior or subordinated and, if subordinated, the applicable subordination provisions;
the percentage of the principal amount at which such Debt Securities will be issued;
the date or dates on which such Debt Securities will mature;
the rate or rates per annum at which such Debt Securities will bear interest (if any), or the method of determination of such rates (if any);
the dates on which any such interest will be payable and the record dates for such payments;

any redemption term or terms under which such Debt Securities may be defeased;
whether such Debt Securities are to be issued in registered form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;
the place or places where principal, premium and interest will be payable;
the designation and terms of any other Securities with which the Debt Securities will be offered, if any, and the principal amount of Debt Securities that will be offered with each Security;
the securities exchange(s) on which such series of Debt Securities will be listed, if any;
any terms relating to the modification, amendment or waiver of any terms of such Debt Securities or the applicable indenture;
any change in the right of the trustee or the holders to declare the principal, premium and interest with respect to such series of debt securities to be due and payable;
governing law;
any limit upon the aggregate principal amount of the Debt Securities of such series that may be authenticated and delivered under the indenture;
if other than the Company or the trustee, the identity of each registrar and/or paying agent;
if the Debt Securities are issued as a Unit with another Security, the date on and after which the Debt Securities and other Security will be separately transferable;
if the Debt Securities are to be issued upon the exercise of Warrants, the time, manner and place for such Securities to be authenticated and delivered;
if the Debt Securities are to be convertible or exchangeable into other securities of the Company, the terms and procedures for the conversion or exchange of the Debt Securities into other securities; and
any other specific terms of the Debt Securities of such series, including any events of default or covenants.

Subscription Receipts

Subscription Receipts may be offered separately or together with other Securities, as the case may be. The Subscription Receipts may be issued under a subscription receipt agreement.

The applicable Prospectus Supplement will include details of any subscription receipt agreement covering the Subscription Receipts being offered. A copy of any subscription receipt agreement relating to an offering of Subscription Receipts will be filed by the Company with the relevant securities regulatory authorities in Canada after the Company has entered into it. The specific terms of the Subscription Receipts, and the extent to which the general terms described in this section apply to those Subscription Receipts, will be set forth in the applicable Prospectus Supplement. This description may include, without limitation, the following (where applicable):

the number of Subscription Receipts;
the price at which the Subscription Receipts will be offered;
the terms, conditions and procedures for the conversion of the Subscription Receipts into other Securities;
the designation, number and terms of the other Securities that may be exchanged upon conversion of each Subscription Receipt;
the designation, number and terms of other Securities with which the Subscription Receipts will be offered, if any, and the number of Subscription Receipts that will be offered with each Security;
terms applicable to the gross or net proceeds from the sale of the Subscription Receipts plus any interest earned thereon;
certain material Canadian tax consequences of owning the Subscription Receipts; and
any other material terms and conditions of the Subscription Receipts.

PLAN OF DISTRIBUTION

General

The Company may from time to time during the 25-month period that this Prospectus, including any amendments and supplements hereto, remains valid, offer for sale and sell up to an aggregate of $25,000,000 in Securities hereunder.

The Securities may be sold by us (i) directly pursuant to applicable statutory exemptions, (ii) to or through underwriters or dealers, or (iii) through designated agents. The Prospectus Supplement relating to a particular offering of Securities will identify any underwriter, dealer or agent engaged in connection with the offering and sale of such Securities, and will set forth the terms of the offering of such Securities, including, to the extent applicable, any fees, discounts or any other compensation payable to underwriters, dealers or agents in connection with the offering, the method of distribution of the Securities, the purchase price of the Securities (or the manner of determination thereof if offered on a non-fixed price basis), the net proceeds to us and any other material terms of the plan of distribution (including sales in transactions that are deemed to be "at-the-market distributions" as defined in NI 44-102). Any initial offering price and discounts, concessions or commissions allowed or re-allowed or paid to underwriters, dealers or agents may be changed from time to time. Only underwriters named in the Prospectus Supplement are deemed to be underwriters in connection with our Securities offered by that Prospectus Supplement.

The Securities may be sold from time to time in one or more transactions at a fixed price or prices or at non-fixed prices. If offered on a non-fixed price basis, the Securities may be offered at market prices prevailing at the time of sale, at prices determined by reference to the prevailing price of a specified security in a specified market or at prices to be negotiated with purchasers including sales in transactions that are deemed to be "at-the-market" distributions, including sales made directly on the TSX or other existing trading markets for the Securities, in which case the compensation payable to an underwriter, dealer or agent in connection with any such sale will be decreased by the amount, if any, by which the aggregate price paid for the Securities by the purchasers is less than the gross proceeds paid by the underwriter, dealer or agent to the Company. The price at which the Securities will be offered and sold may vary from purchaser to purchaser and during the period of distribution.

Sales of Securities under an "at-the-market distribution", if any, will be made pursuant to an accompanying Prospectus Supplement. Sales of Securities under any "at-the-market" program will be made in transactions that are "at-the-market distributions" as defined in NI 44-102. The volume and timing of any "at-the-market distributions" will be determined at the Company's sole discretion.

No underwriter or dealer involved in an "at-the-market distribution" under this Prospectus, no affiliate of such an underwriter or dealer and no person or company acting jointly or in concert with such an underwriter or dealer will over-allot securities in connection with such distribution or effect any other transactions that are intended to stabilize or maintain the market price of the offered Securities or securities of the same class as the Securities distributed under the "at-the-market distribution", including selling an aggregate number or principal amount of Securities that would result in the underwriter creating an over-allocation position in the Securities.

In connection with the sale of the Securities, underwriters, dealers or agents may receive compensation from the Company including in the form of underwriters', dealers' or agents' fees, commissions or concessions. Underwriters, dealers and agents that participate in the distribution of the Securities may be deemed to be underwriters for the purposes of applicable Canadian securities legislation and any such compensation that they receive from the Company and any profit that they make on the resale of the Securities, may be deemed to be underwriting commissions.

Underwriters, dealers or agents who participate in the distribution of the Securities may be entitled, under agreements to be entered into with the Company to indemnification by the Company against certain liabilities, including liabilities under Canadian securities legislation, or to contribution with respect to payments, which such underwriters, dealers or agents may be required to make in respect thereof. Such underwriters, dealers and agents may be customers of, engage in transactions with, or perform services for, the Company in the ordinary course of business.

In connection with any offering of Securities, subject to applicable laws and other than an "at-the-market distribution", the underwriters, dealers or agents, as the case may be, may over-allot or effect transactions which

stabilize, maintain or otherwise affect the market price of the offered Securities at a level other than those which otherwise might prevail on the open market. Such transactions may be commenced, interrupted or discontinued at any time.

Offerings in the United States

The Securities have not been, and will not be, registered under the U.S. Securities Act or any state securities laws and, subject to certain exceptions, may not be offered or sold or otherwise transferred or disposed of in the United States absent registration or pursuant to an applicable exemption from registration under the U.S. Securities Act and applicable state securities laws. In addition, until 40 days after the commencement of an offering of Securities under any applicable Prospectus Supplement, an offer or sale of Securities within the United States by any dealer (whether or not participating in the offering of Securities) may violate the registration requirements of the U.S. Securities Act if such offer is made otherwise than in reliance on an exemption from the registration requirements of the U.S. Securities Act.

RISK FACTORS

An investment in the Securities involves a high degree of risk and must be considered speculative due to the nature of the Company's business and present stage of development. Before making an investment decision, prospective purchasers of Securities should carefully consider the information described in this Prospectus and the documents incorporated by reference herein, including the applicable Prospectus Supplement. There are certain risks inherent in an investment in the Securities, including the factors described below and under the heading " Risk Factors " in the Annual Information Form and under the heading "Risks and Uncertainties" in the Annual MD&A, and any other risk factors described herein or in a document incorporated by reference herein, which investors should carefully consider before investing . Additional risk factors relating to a specific offering of Securities will be described in the applicable Prospectus Supplement. Some of the factors described herein, in the documents incorporated by reference herein, and/or the applicable Prospectus Supplement are interrelated and, consequently, investors should treat such risk factors as a whole. If any of the risk factors described herein, in the Annual Information Form, in another document incorporated by reference herein or in the applicable Prospectus Supplement occur, it could have a material adverse effect on the business, financial condition and results of operations of the Company. Additional risks and uncertainties of which the Company currently is unaware or that are unknown or that it currently deems to be immaterial could have a material adverse effect on the Company's business, financial condition and results of operation. The Company cannot assure purchasers that it will successfully address any or all of these risks. There is no assurance that any risk management steps taken will avoid future loss due to the occurrence of the risks described herein, in the Annual Information Form, in the other documents incorporated by reference herein or in the applicable Prospectus Supplement or other unforeseen risks.

Implications of the COVID-19 Pandemic

Global pandemics (like the COVID-19 Pandemic) and other public health threats, or a fear thereof, could adversely impact our production operations, sales efforts, lead to labour shortages, and severely impact supply chain logistics

including travel and shipping disruptions and shutdowns (including as a result of government regulation and prevention measures) affecting production and delivery of the raw materials we need to operate and deliver our products to customers. It is unknown whether and how the Company may be affected if such an occurrence persists for an extended period of time but we anticipate that it would have a material adverse effect on our business, operating results and financial performance. In addition, the Company may also be required to incur additional expenses and/or delays relating to such events which could have a further negative impact on our business, operating results and financial performance.

Risks Related to the Offering

An Investment in the Securities is Speculative

An investment in the Securities and the Company's prospects generally, are speculative due to the risky nature of its business and the present state of its development. Investors may lose their entire investment and should carefully consider the risk factors described below and under the heading " Risk Factors " in the Annual Information Form.

Discretion in the Use of Proceeds

While detailed information regarding the use of proceeds from the sale of the Securities will be described in the applicable Prospectus Supplement, the Company will have broad discretion over the use of net proceeds from an offering by the Company of its securities. There may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary. In such circumstances, the net proceeds will be reallocated at the Company's sole discretion.

Management will have discretion concerning the use of proceeds scribed in the applicable Prospectus Supplement as well as the timing of their expenditures. As a result, an investor will be relying on the judgment of management for the application of the proceeds. Management may use the net proceeds described in a Prospectus Supplement in ways that an investor may not consider desirable. The results and the effectiveness of the application of the proceeds are uncertain. If the proceeds are not applied effectively, the Company's results of operations may suffer.

Additional Financing

The continued development of the Company will require additional financing. There is no guarantee that the Company will be able to achieve its business objectives, including with respect to the expansion of its product offerings, completing future acquisitions, and entering into strategic partnerships. The Company intends to fund its business objectives by way of additional offerings of equity and/or debt financing as well as through anticipated positive cash flow from operations in the future. The failure to raise or procure such additional funds or the failure to achieve positive cash flow could result in the delay or indefinite postponement of current business objectives. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, will be on terms acceptable to the Company. If additional funds are raised by offering equity securities, existing shareholders could suffer significant dilution.

Volatile Market Price of Company's Securities

The market price of the Company's securities may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond the Company's control. This volatility may affect the ability of holders of such securities to sell their securities at an advantageous price. Market price fluctuations in the Company's securities may be due to the Company's operating results failing to meet expectations of securities analysts or investors in any period, downward revision in securities analysts' estimates, adverse changes in general market conditions or economic trends, acquisitions, dispositions or other material public announcements by government

and regulatory authorities, the Company or its competitors, along with a variety of additional factors. These broad market fluctuations may adversely affect the market price of the securities of the Company.

Financial markets have at times historically experienced significant price and volume fluctuations that have particularly affected the market prices of equity securities of companies and that have often been unrelated to the operating performance, underlying asset values or prospects of such companies. Accordingly, the market price of the Company's securities may decline even if the Company's operating results, underlying asset values or prospects have not changed. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue, the Company's operations could be adversely impacted and the trading price of the Company's may be materially adversely affected. As at the date of this Prospectus, only the Common Shares are listed on a securities exchange and may be purchased in the secondary market.

Risk Factors Related to Dilution

The Company may issue additional securities in the future, which may dilute a shareholder's holdings in the Company. The Company's articles permit the issuance of an unlimited number of Common Shares, and shareholders will have no pre-emptive rights in connection with such further issuance. The directors of the Company have discretion to determine the price and the terms of further issuances. Moreover, additional Common Shares will be issued by the Company on the exercise of options under the Company's stock option plan and upon the exercise of outstanding Warrants.

Market for Securities

There is currently no market through which the Securities, other than the Common Shares, may be sold and, unless otherwise specified in the applicable Prospectus Supplement, such unlisted Securities may not be listed on any securities or stock exchange or any automated dealer quotation system. As a consequence, purchasers may not be able to resell such unlisted Securities purchased under this Prospectus. This may affect the pricing of our Securities, other than our Common Shares, in the secondary market, the transparency and availability of trading prices, the liquidity of these Securities and the extent of issuer regulation. There can be no assurance that an active trading market for our Securities, other than our Common Shares, will develop or, if developed, that any such market, including for our Common Shares, will be sustained.

Profitability

There is no assurance that the Company will earn profits in the future, or that profitability will be sustained. The Ad Tech industry requires significant financial resources, and there is no assurance that future revenues will be sufficient to generate the funds required to continue the Company's business development and marketing activities. If the Company does not have sufficient capital to fund its operations, it may be required to reduce its research and development efforts or in the future reduce its marketing efforts or forego certain business opportunities.

Operations in International Emerging Markets

The Company's expansion into certain jurisdictions is subject to risks. In emerging markets, there can be no assurance that any market for the Company's products will develop. The Company may face new or unexpected risks or significantly increase its exposure to one or more existing risk factors, including economic and political instability, changes in laws and regulations, and the effects of competition. These factors may limit the Company's ability to expand its operations into such jurisdictions and may have a material adverse effect on the Company's business, financial conditions, and results of operations. Inherent risks with conducting foreign operations include, but are not limited to: high rates of inflation; extreme fluctuations in currency exchange rates, military repression; war or civil war; social and labour unrest; organized crime; hostage taking; terrorism; violent crime; expropriation and nationalization; renegotiation or nullification of existing licenses, approvals, permits and contracts; changes in taxation policies; restrictions on foreign exchange and repatriation; and changing political norms, currency controls and governmental regulations that favour or require the Company to award contracts in, employ citizens of, or purchase supplies from, the jurisdiction. Governments in certain foreign jurisdictions intervene in their economies, sometimes frequently, and occasionally make significant changes in policies and regulations. Failure to comply strictly with applicable laws, regulations and local practices could result in loss, reduction or expropriation of

licenses, or the imposition of additional local or foreign parties as joint venture partners with carried or other interests. The Company continues to monitor developments and policies in the emerging markets in which it will operate and assess the impact thereof to its operations; however, such developments cannot be accurately predicted and could have an adverse effect on the Company's operations or profitability.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

The applicable Prospectus Supplement will include a general summary of certain Canadian federal income tax consequences which may be applicable to a purchaser of Securities offered thereunder. Investors should read the tax discussion in any Prospectus Supplement with respect to a particular offering and consult their own tax advisors with respect to their own particular circumstances.

PROMOTERS

(a) was subject to an order that was issued while the promoter was acting in such capacity; or
(b) was subject to an order that was issued after the promoter ceased to act in such capacity and which resulted from an event that occurred while the promoter was acting in such capacity.

LEGAL MATTERS

Certain legal matters in connection with the offering of the Securities will be passed upon by Gowling WLG (Canada) LLP on behalf of the Company. As at the date hereof, the designated professionals of Gowling WLG (Canada) LLP, as a group, beneficially own, directly or indirectly, less than 1 percent of the securities of the Company.

AUDITORS, TRANSFER AGENT AND REGISTRAR

Ziv Haft Chartered Accountants (Israel), A BDO Member Firm are the auditors of the Company and have confirmed that they are independent of the Company within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulation.

The registrar and transfer agent for the Common Shares is Computershare Investor Services Inc. with an office at 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1.

STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION

Unless provided otherwise in a Prospectus Supplement, the following is a description of a purchaser's statutory rights. Securities legislation in certain of the provinces and territories of Canada provides purchasers of the Securities with the right to withdraw from an agreement to purchase the Securities, which right may be exercised within two business days after receipt or deemed receipt of this Prospectus, the accompanying Prospectus Supplement and any amendment relating to the Securities purchased by a purchaser. In several of the provinces and territories, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price, or damages if the prospectus, prospectus supplement, and any amendment relating to securities purchased by a purchaser contains a misrepresentation or are not sent or delivered to the purchaser, provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for the particulars of these rights or consult with a legal advisor.

Original purchasers of Securities under this Prospectus (as supplemented or amended) that are convertible, exchangeable or exercisable securities will be granted a contractual right of rescission against the Company in respect of the conversion, exchange or exercise of such Securities. The contractual right of rescission will entitle such original purchasers to receive, in addition to the amount paid on original purchase of any Securities, the amount paid upon conversion, exchange or exercise, upon surrender of the underlying securities gained thereby, in the event that this Prospectus (as supplemented or amended) contains a misrepresentation, provided that both the conversion, exchange or exercise occurs, and the right of rescission is exercised, within 180 days of the date of the purchase of the Securities under this Prospectus (as supplemented or amended).

In an offering of Securities, to the extent such securities are convertible, exchangeable or exercisable securities, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the Prospectus (as supplemented or amended) is limited, in certain provincial and territorial securities legislation, to the price at which the Securities are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces and territories of Canada, if the purchaser pays additional amounts upon conversion, exchange or exercise, as applicable, of the Security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces and territories of Canada. The purchaser should refer to any applicable provisions of applicable provincial or territorial securities legislation for the particulars of this right of action for damages or consult with a legal advisor.

CERTIFICATE OF THE COMPANY

Dated: May 10, 2021

This short form base shelf prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by the securities legislation of each of the provinces and territories of Canada.

(signed) "Omri Brill" (signed) "Yatir Sadot" Omri Brill Yatir Sadot Chief Executive Officer Chief Financial Officer

On behalf of the Board of Directors

(signed) "Ronnie Jaegermann" (signed) "Sokhie Puar" Ronnie Jaegermann Sokhie Puar Director Director

CERTIFICATE OF THE PROMOTER

Dated: May 10, 2021

(signed) "Omri Brill"

Omri Brill

AI assistant

ADCORE Inc. — Capital/Financing Update 2021

47658_rns_2021-06-09_3d4b70cf-573c-465d-b52d-987da7f7af3b.pdf

New Issue

PRELIMINARY PROSPECTUS SUPPLEMENT To a Short Form Base Shelf Prospectus dated May 10, 2021

ADCORE INC.

$[●] [●] Units

Price: $[●] per Unit

Notes:

Note:

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT

TABLE OF CONTENTS

PROSPECTUS

GENERAL MATTERS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

TRADEMARKS AND SERVICE MARKS

DOCUMENTS INCORPORATED BY REFERENCE

MARKETING MATERIALS

CURRENCY PRESENTATION

BUSINESS OF THE COMPANY

RECENT DEVELOPMENTS

RISK FACTORS

Risks Relating to the Company

Implications of COVID-19 Pandemic

Risks Relating to the Offering

Discretion in the Use of Proceeds

Absence of a Public Market for the Warrants

Warrants are Speculative in Nature and May Not Have Any Value

Volatile market price of Common Shares and Warrants

Dilution from exercise of outstanding stock options and the Warrants

CONSOLIDATED CAPITALIZATION

Notes:

USE OF PROCEEDS

Business Objectives and Milestones

PRIOR SALES

Notes:

PRICE RANGE AND TRADING VOLUME

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

Allocation of Offering Price

Exercise of Warrants

Holders Resident in Canada

Expiry of Warrants

Taxation of Dividends Received by Resident Holders

Disposition of Unit Shares, Warrants and Warrant Shares

Taxation of Capital Gains and Capital Losses

Holders Not Residents in Canada

Taxation of Dividends

Disposition of Unit Shares, Warrants and Warrant Shares

DIVIDEND POLICY

DESCRIPTION OF THE SECURITIES BEING DISTRIBUTED

Common Shares

Warrants

PLAN OF DISTRIBUTION

LEGAL MATTERS

INDEPENDENT AUDITOR

TRANSFER AGENT AND REGISTRAR

PROMOTERS

ELIGIBILITY FOR INVESTMENT

Purchasers who intend to hold Unit Shares, Warrants and Warrant Shares through a Registered Plan or DPSP should consult their own tax advisors in regard to the application of these rules in their particular circumstances.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

CERTIFICATE OF THE COMPANY

On behalf of the Board of Directors

CERTIFICATE OF THE PROMOTER

CERTIFICATE OF THE UNDERWRITERS

CANACCORD GENUITY CORP.

New Issue

SHORT FORM BASE SHELF PROSPECTUS

ADCORE INC.

No underwriter has been involved in the preparation of this Prospectus or performed any review of the contents hereof.

PROSPECTUS

GENERAL MATTERS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

EXEMPTION

TRADEMARKS AND SERVICE MARKS

MARKETING MATERIALS

DOCUMENTS INCORPORATED BY REFERENCE

THE COMPANY

Summary of the Business

Inter-Corporate Relationships

Recent Developments

ADCORE Inc. Capital/Financing Update 2021