ADCORE Inc. — Proxy Solicitation & Information Statement 2021

Jun 23, 2021

ADCORE INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE THAT an annual and special meeting (the “ Meeting ”) of the shareholders of Adcore Inc. (the “ Corporation ”) will be held on Monday, July 19, 2021 at 10:00 a.m. (Toronto Time) by zoom video conference (link below) for the following purposes:

1. to receive the audited financial statements of the Corporation for the year end dated December 31, 2020 and the accompanying report of the auditors;

2. to appoint auditors of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix the auditors’ remuneration, as more fully described in the management information circular (the “ Management Information Circular accompanying this notice of Meeting;

3. to elect the directors of the Corporation to serve until the close of the next annual meeting of shareholders of the Corporation or until their successors are elected or appointed;

4. to consider, and, if deemed appropriate, to pass, with or without variation, an ordinary resolution approving the Corporation’s amended and restated stock option plan;

5. to consider, and, if deemed appropriate, to pass, with or without variation, an ordinary resolution approving the Corporation’s amended and restated restricted share unit plan; and

6. to transact such other business as may be properly brought before the Meeting or any postponement or adjournment thereof.

Information relating to the items above is set forth in the Management Information Circular.

Only shareholders of record as of May 21, 2021, the record date, are entitled to notice of the Meeting and to vote at the meeting and at any adjournment or postponement thereof.

ZOOM Video Conference Details

https://gowlingwlgca.zoom.us/j/93131961096?pwd=SXNaaDVpdWdnT3hNNmlIUml1bFc4QT09 Password: 858024

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IMPORTANT

It is desirable that as many common shares as possible be represented at the Meeting. If you would like your common shares represented, please complete the enclosed instrument of proxy and return it as soon as possible in the envelope provided for that purpose. To be valid, all instruments of proxy must be deposited at the office of the Registrar and Transfer Agent of the Corporation, Computershare Investor Services Inc., at its principal office at 100 University Ave, Toronto, Ontario M5J 2Y1 not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or any postponement or adjournment thereof. Late instruments of proxy may be accepted or rejected by the Chairman of the Meeting in his discretion and the Chairman is under no obligation to accept or reject any particular late instruments of proxy.

DATED at Toronto, Ontario this 17[th] day of June, 2021.

By Order of the Board of Directors of Adcore Inc.

(signed) “ Omri Brill ” Omri Brill Chief Executive Officer

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