ADCORE

ADCORE INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 29, 2025

AND

MANAGEMENT INFORMATION CIRCULAR

DATED MARCH 24, 2025

ADCORE INC.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TUESDAY, APRIL 29, 2025

TAKE NOTICE THAT an annual general and special meeting (the "Meeting") of the holders of common shares (the "Common Shares") of Adcore Inc. (the "Company") will be held at the offices of Gowling WLG (Canada) LLP, 1 First Canadian Place, 100 King Street West, Suite 1600, Toronto, Ontario, M5X 1G5 on Tuesday, April 29, 2025, at 10:00 a.m. (Eastern Standard Time), for the following purposes:

to receive the audited financial statements of the Company for the year end dated December 31, 2024 and the accompanying report of the auditors;
to appoint auditors of the Company for the ensuing year and to authorize the directors of the Company to fix the auditors' remuneration, as more fully described in the management information circular (the "Management Information Circular") accompanying this Notice;
to fix the number of directors of the Company at five (5);
to elect the directors of the Company to serve until the close of the next annual general meeting of shareholders of the Company or until their successors are elected or appointed;
to consider, and, if deemed appropriate, to pass with or without variation, an ordinary resolution approving further amendments to the Stock Option Plan of the Company;
to consider, and if thought appropriate, to pass with or without variation, an ordinary resolution of disinterested shareholders to amend the expiry date of certain options granted under the Stock Option Plan to certain insiders of the Company;; and
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 March 17, 2025 (the "Record Date") are entitled to notice of the Meeting and to vote at the Meeting and at any adjournment or postponement thereof.

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 Company, Computershare Investor Services Inc., at its principal office at 100 University Ave, Toronto, Ontario M5J 2Y1 not later than forty-eight 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 Chair of the Meeting in his or her discretion and the Chair is under no obligation to accept or reject any particular late instruments of proxy.

DATED at Toronto, Ontario this 24th day of March, 2025.

By Order of the Board of Directors of Adcore Inc.

(signed) "Omri Brill"
Omri Brill
Chief Executive Officer and Director

GLOSSARY OF DEFINED TERMS ... III
SOLICITATION OF PROXIES ... 5
Forward Looking Information ... 5
APPOINTMENT AND REVOCATION OF PROXIES ... 6
RECORD DATE AND QUORUM ... 8
VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SECURITIES ... 8
PARTICULARS OF MATTERS TO BE ACTED UPON ... 9
1. Financial Statements ... 9
2. Appointment of Auditors ... 9
3. Fixing the Number of Directors ... 9
4. Election of Directors ... 9
5. Approval of Amended and Restated Stock Option Plan ... 15
6. Approval of Amendment to the Expiry Date of Certain Options Granted to Certain Insiders ... 14

STATEMENT OF CORPORATE GOVERNANCE PRACTICES ... 15
Independence ... 16
Management Supervision by the Board ... 16
Public Company Board Memberships ... 16
In Camera Meetings ... 17
Board and Committee Meetings and Attendance ... 17
Board Mandate ... 17
Committees of the Board ... 17
Position Descriptions ... 19
Orientation and Continuing Education ... 20
Ethical Business Conduct ... 20
Other Policies ... 20
Nomination of Directors ... 21
Compensation ... 21
Assessments ... 21
Director Term Limits and Other Mechanisms of Board Renewal ... 22
Gender Diversity ... 22

STATEMENT OF EXECUTIVE COMPENSATION ... 22
Compensation Discussion and Analysis ... 22
Summary Compensation Table ... 26
Change of Control Payment Chart ... 32

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(continued)

Pension Disclosure ... 33
Incentive Plan Awards – Value Vested or Earned During the Year ... 33
Director Compensation ... 34
Director Compensation – Outstanding Option Based and Share Based Awards ... 34
Director Compensation – Incentive Plan Awards – Value Vested or Earned During the Year ... 35
Securities Authorized for Issuance under Equity Compensation Plans ... 35

INDEBTEDNESS OF DIRECTORS AND OFFICERS ... 35
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ... 36
INTEREST OF DIRECTORS AND OFFICERS IN MATTERS TO BE ACTED UPON ... 36
ADDITIONAL INFORMATION ... 36

GLOSSARY OF DEFINED TERMS

The following is a glossary of certain terms used in this Circular. Where the context requires, the below terms include both their plural and singular forms, and the below terms implying a gender includes all genders. All dollar amounts herein are in Canadian dollars, unless otherwise stated.

"Ad Tech" means digital advertising technology.

"Adcore" or "Company" means Adcore Inc., a corporation existing under the CBCA with its registered office located in Toronto, Ontario, together with its wholly-owned subsidiaries.

"Annual Information Form" means the annual information form of the Company dated March 24, 2025.

"Audit Committee" means the audit committee of the Board.

"Beneficial Shareholders" has the meaning ascribed to it under Appointment and Revocation of Proxies.

"BFS" means Broadridge Financial Solutions, Inc.

"Board" means the board of directors of the Company.

"By-laws" means the by-laws of the Company.

"CBCA" means the Canada Business Corporations Act.

"CEO" means Chief Executive Officer of the Company.

"CFO" means Chief Financial Officer of the Company.

"Change of Control" has the meaning ascribed to it under Statement of Executive Compensation.

"Circular" or "Management Information Circular" means this management information circular of the Company dated March 24, 2025, and all documents attached to or incorporated by reference into the management information circular.

"Code" has the meaning ascribed to it under Statement of Corporate Governance Practices.

"Common Shares" means the common shares in the authorized share structure of the Company.

"Compensation Committee" means the compensation committee of the Board.

"EST" means Eastern Standard Time.

"Insider" means insider as defined in the Securities Act (Ontario), or other securities legislation applicable to the Company.

"Instrument of Proxy" means the form of proxy for use by Shareholders to vote at the Meeting.

"MD&A" means the Company's Management's Discussion and Analysis for the financial year ended December 31, 2024.

"Meeting" means the annual meeting of the Shareholders of the Company on April 29, 2025 and any adjournment or postponement thereof.

"NEOs" has the meaning given to it under Statement of Executive Compensation.

"NI 51-102" means National Instrument 51-102 - Continuous Disclosure Obligations.

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"NI 52-110" means National Instrument 52-110 - Audit Committees.

"NI 54-101" means National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer.

"NI 58-101" means National Instrument 58-101 – Disclosure of Corporate Governance Practices.

"Notice" means the notice of the Meeting accompanying the Circular.

"NP 58-201" means National Policy 58-201 – Corporate Governance Guidelines.

"Options" means stock options of the Company issued pursuant to the Stock Option Plan.

"Participant" means an eligible employee, director, or consultant of the Company or a subsidiary (or in the case of a consultant, also of a related entity) to whom RSUs are granted under the RSU Plan.

"Podium" means Podium Advertising Technologies Ltd., a private corporation incorporated under the laws of Israel.

"Qualifying Transaction" means the transaction whereby the Company completed a reverse takeover of County Capital One Ltd. pursuant to the TSX Venture Exchange Policy 2.2 - Capital Pool Companies.

"Record Date" means March 17, 2025.

"RSU Plan" means the amended and restated restricted share unit plan of the Company as approved by the Board and as ratified by Shareholders at the Company's annual general and special meeting held on July 19, 2021.

"RSUs" means restricted share units issuable under the RSU Plan.

"Securities Based Compensation Arrangement" means the Stock Option Plan and/or the RSU Plan.

"Shareholders" means the holders of the Common Shares.

"Stock Option Plan" means the amended and restated stock option plan of the Company as approved by the Board and as ratified by the Shareholders at the Company's annual general and special meeting held on July 19, 2021.

"Stock Trading Policy" has the meaning ascribed to it under Statement of Corporate Governance Practices.

"Transfer Agent" means Computershare Investor Services Inc.

"TSX" means the Toronto Stock Exchange.

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ADCORE INC.
MANAGEMENT INFORMATION CIRCULAR
SOLICITATION OF PROXIES

This Management Information Circular is provided in connection with the solicitation of proxies by management of Adcore Inc. for use at the Meeting. The Meeting will be held on Tuesday, April 29, 2025 at 10:00 a.m. will be held at the offices of Gowling WLG (Canada) LLP, 1 First Canadian Place, 100 King Street West, Suite 1600, Toronto, Ontario, M5X 1G5, or at such other time or place to which the Meeting may be adjourned, for the purposes set forth in the Notice.

Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, facsimile or other means of electronic communication. In accordance with NI 54-101, arrangements have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the Common Shares held of record by such persons and the Company may reimburse such persons for reasonable fees and disbursements incurred by them in doing so. The costs thereof will be borne by the Company.

These Shareholder materials are being sent to both registered and non-registered owners of the Common Shares. If you are a non-registered owner, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings or securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.

Accompanying this Management Information Circular (and filed with applicable securities regulatory authorities) is the Instrument of Proxy. Each Shareholder who is entitled to attend at Shareholders' meetings is encouraged to participate in the Meeting and Shareholders are urged to vote on matters to be considered in person or by proxy.

Unless otherwise stated, the information contained in this Management Information Circular is given as of March 24-, 2025.

All time references in this Management Information Circular are in EST.

References in this Circular to "we", "us", "our" and similar terms, as well as references to "Adcore", or the "Company", refer to Adcore Inc.

Forward Looking Information

Certain statements in this Circular constitute "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian securities laws (together, "forward-looking information"). The words "scheduled", "may", "will", "would", "should", "could", "expects", "plans", "intends", "trends", "indications", "anticipates", "believes", "estimates", "predicts", "likely" or "potential" or the negative or other variations of these words or other comparable words or phrases, are intended to identify forward-looking information.

Forward-looking information is based on estimates and assumptions made by the Company in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Company believes are appropriate and reasonable in the circumstances, but there can be no assurance that such estimates and assumptions will prove to be correct or that the Company's business guidance, objectives, plans and strategic priorities will be achieved.

Many factors could cause the Company's actual results to differ materially from those expressed or implied by forward-looking information, including, without limitation, the factors discussed in the "Risk Factors" section of our Annual Information Form for the year ended December 31, 2024. Although these factors are not intended to represent a complete list of the factors that could affect the Company, they should be considered carefully. The forward-looking information contained in this Circular are made as of the date of this Circular, and the Company has no intention and undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities

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regulations. The forward-looking information contained in this Circular are expressly qualified by this cautionary statement. We caution investors not to rely on forward-looking information contained in this Circular when making an investment decision in our securities. You are encouraged to read our filings with Canadian securities regulatory authorities available at www.sedarplus.ca for a discussion of these and other risks and uncertainties. Please also refer to the section entitled "Cautionary Statement Regarding Forward-Looking Information" in the Company's Annual Information Form for additional details with respect to forward-looking statements.

Date of Information and Currency Presentation

Unless otherwise indicated, the information in this Circular is given as at March 24, 2025.

References in this Circular to (i) $ or C$ are to Canadian dollars and (ii) US$ are to United States dollars. The Company has used the following annual average exchange rates reported by the Bank of Canada for conversions of currency to Canadian dollars throughout this Circular, unless indicated otherwise:

Currency	Year Ended December 31
	2024	2023	2022
One United States dollar in Canadian dollars	$1.37	$1.35	$1.30

On March 17, 2025, the exchange rate as quoted by the Bank of Canada for conversion of one United States dollar into Canadian dollars was US$1.00 = $1.44.

The Company's financial year end is December 31. Certain totals, subtotals and percentages throughout this Circular may not reconcile due to rounding.

APPOINTMENT AND REVOCATION OF PROXIES

Appointment of a Proxy

Those Shareholders who wish to be represented at the Meeting by proxy must complete and deliver an Instrument of Proxy to the Transfer Agent either in person, or by mail or courier, to 100 University Ave, Toronto, Ontario M5J 2Y1.

The persons named as proxyholders in the Instrument of Proxy accompanying this Circular are directors or officers of the Company and are representatives of the Company's management for the Meeting. A Shareholder who wishes to appoint some other person (who need not be a Shareholder) as his or her representative at the Meeting may do so by either: (i) crossing out the names of the management nominees AND legibly printing the other person's name in the blank space provided in the accompanying Instrument of Proxy; or (ii) completing another valid form of proxy. In either case, the completed Instrument of Proxy must be delivered to the Transfer Agent, at the place and within the time specified herein for the deposit of proxies. A Shareholder who appoints a proxy who is someone other than the management representatives named in the Instrument of Proxy should notify the nominee of the appointment, obtain the nominee's consent to act as proxy, and provide instructions on how the Common Shares are to be voted. The nominee should bring personal identification to the Meeting. In any case, the form of proxy should be dated and executed by the Shareholder or an attorney authorized in writing, with proof of such authorization attached (where an attorney executed the proxy form).

In order to validly appoint a proxy, instruments of proxy must be received by the Transfer Agent (the address is stated above or in the Instrument of Proxy) at least 48 hours prior to the Meeting or any adjournment or postponement thereof. After such time, the chair of the Meeting may accept or reject an Instrument of Proxy delivered to him in his discretion but is under no obligation to accept or reject any particular late Instrument of Proxy.

Revoking a Proxy

A Shareholder who has validly given a proxy may revoke it for any matter upon which a vote has not already been cast by the proxyholder appointed therein. In addition to revocation in any other manner permitted by law,

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a proxy may be revoked with an instrument in writing signed and delivered to either the registered office of the Company or the Transfer Agent, 100 University Ave, Toronto, Ontario M5J 2Y1, at any time up to and including the last business day preceding the date of the Meeting, or any postponement or adjournment thereof at which the proxy is to be used, or deposited with the chair of such Meeting on the day of the Meeting, or any postponement or adjournment thereof. The document used to revoke a proxy must be in writing and completed and signed by the Shareholder or his or her attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized.

Also, a Shareholder who has given a proxy may attend the Meeting in person (or where the Shareholder is a corporation, its authorized representative may attend), revoke the proxy (by indicating such intention to the chair before the proxy is exercised) and vote in person (or withhold from voting).

Voting of Proxies

Each Shareholder may instruct his or her proxy how to vote his or her Common Shares by completing the blanks on the Instrument of Proxy.

The Common Shares represented by the enclosed proxy will be voted or withheld from voting on any motion, by ballot or otherwise, in accordance with any indicated instructions. In the absence of such direction, such Common Shares will be voted IN FAVOUR OF PASSING THE RESOLUTIONS DESCRIBED IN THE INSTRUMENT OF PROXY AND BELOW. If any amendment or variation to the matters identified in the Notice is proposed at the Meeting or any adjournment or postponement thereof, or if any other matters properly come before the Meeting or any adjournment or postponement thereof, the accompanying Instrument of Proxy confers discretionary authority to vote on such amendments or variations or such other matters according to the best judgment of the appointed proxyholder. Unless otherwise stated, the Common Shares represented by a valid Instrument of Proxy will be voted in favour of the election of nominees set forth in this Circular except where a vacancy among such nominees occurs prior to the Meeting, in which case, such Common Shares may be voted in favour of another nominee in the proxyholder's discretion. As at the date of this Circular, management of the Company knows of no such amendments or variations or other matters to come before the Meeting.

Advice to Beneficial Shareholders

The information set forth in this section is of importance to many Shareholders, as a substantial number of Shareholders do not hold Common Shares in their own name. Shareholders who hold their Common Shares through their brokers, intermediaries, trustees or other persons, or who otherwise do not hold their Common Shares in their own name (referred to in this Circular as "Beneficial Shareholders") should note that only proxies deposited by Shareholders who are registered shareholders (that is, shareholders whose names appear on the records maintained by the registrar and transfer agent for the Common Shares as registered holders of Common Shares) will be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, those Common Shares will, in all likelihood, not be registered in the Shareholder's name. Such Common Shares will more likely be registered under the name of the Shareholder's broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers (or their agents or nominees) on behalf of a broker's client can only be voted at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker's clients. Therefore, each Beneficial Shareholder should ensure that voting instructions are communicated to the appropriate person well in advance of the Meeting.

Existing regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is substantially similar to the Instrument of Proxy provided directly to registered shareholders by the Company. However, its purpose is limited to instructing the registered shareholder (i.e., the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The vast majority of brokers now delegate responsibility for obtaining instructions

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from clients to BFS in Canada. BFS typically prepares a machine-readable voting instruction form, mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the forms to BFS, or otherwise communicate voting instructions to BFS (by way of the Internet or telephone, for example). BFS then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting. A Beneficial Shareholder who receives a BFS voting instruction form cannot use that form to vote Common Shares directly at the Meeting. The voting instruction forms must be returned to BFS (or instructions respecting the voting of Common Shares must otherwise be communicated to BFS) well in advance of the Meeting in order to have the Common Shares voted. If you have any questions respecting the voting of Common Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his broker, CDS & Co. or another intermediary, the Beneficial Shareholder may attend the Meeting as proxyholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder, should enter their own names in the blank space on the Instrument of Proxy provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker.

All references to Shareholders in this Circular and the accompanying Instrument of Proxy and Notice are to registered Shareholders unless specifically stated otherwise.

RECORD DATE AND QUORUM

The Board has fixed the record date for the Meeting at the close of business on March 17, 2025. The Shareholders of record as at the Record Date are entitled to receive notice of the Meeting and to vote those shares included in the list of the Shareholders entitled to vote at the Meeting prepared as at the Record Date.

The quorum for the transaction of business at a meeting of Shareholders is two persons who are, or who represent by proxy, Shareholders entitled to vote at the meeting who hold, in the aggregate, at least five percent of the votes attached to the outstanding Common Shares.

VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Shareholders of record as of the Record Date are entitled to receive notice and attend and vote at the Meeting. As at the Record Date, the Company had 60,533,119 issued and outstanding Common Shares. The Common Shares are the only voting shares of the Company.

All Common Shares represented at the Meeting by properly executed proxies will be voted on any matter that may be called for and, where a choice with respect to any matter to be acted upon has been specified in the accompanying form of proxy, the Common Shares represented by the proxy will be voted in accordance with such instructions. In the absence of any such instruction, the persons whose names appear on the printed form of proxy will vote in favour of all the matters set out thereon.

To the knowledge of the directors and officers of the Company, as at the Record Date, no person or corporation beneficially owns, directly or indirectly, or exercises control or direction over, more than 10% of the issued and outstanding Common Shares except as stated below.

Name	Aggregate Number of Common Shares	Percentage of Outstanding Common Shares(1)
Omri Brill	41,260,052	68.16%

Note:
(1) Based on 60,533,119 Common Shares issued and outstanding as of the Record Date.

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PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Board, the only matters to be brought before the Meeting are set forth in the accompanying Notice. These matters are described in more detail under the headings below.

1. Financial Statements

The audited financial statements of the Company for the year ended December 31, 2024 and the auditor's report thereon will be received at the Meeting. The audited financial statements of the Company and the auditor's report were delivered to each Shareholder who has formally requested a copy thereof as required pursuant to applicable laws and are available on SEDAR+ at www.sedarplus.ca. No formal action will be taken at the Meeting to approve the financial statements.

2. Appointment of Auditors

Ziv Haft, Certified Public Accountants (Isr.), BDO Member Firm will be nominated at the Meeting for appointment as auditors of the Company to hold office until the next annual general meeting of Shareholders. There were no "reportable events" as such term is defined under NI 51-102.

Ziv Haft, Certified Public Accountants (Isr.) was first appointed as auditor of the Company on May 16, 2019.

For information on the external auditor service fees paid during the financial years ended December 31, 2024 and 2023, please refer to the section titled "Audit Committee Information" in the Annual Information Form.

It is the intention of the persons named in the enclosed Instrument of Proxy, if not expressly directed to the contrary in such Instrument of Proxy, to vote such proxies FOR the appointment of Ziv Haft, Certified Public Accountants (Isr.), BDO Member Firm as auditors of the Company, to hold office until the close of the next annual general meeting of shareholders, at such remuneration as may be fixed by the directors of the Company.

3. Fixing the Number of Directors

The Company is required to have a minimum of one director. At the Meeting, Shareholders will be asked to fix the number of directors of the Company at five.

In the absence of a contrary instruction, the person(s) designated by management of the Company in the enclosed Instrument of Proxy intend to vote FOR the fixing of the number of directors of the Company at five.

4. Election of Directors

Pursuant to the By-laws, directors of the Company are elected annually. Each director will hold office until the next annual general meeting or until the successor of such director is duly elected or appointed, unless such office is earlier vacated in accordance with the By-laws.

In the absence of a contrary instruction, the person(s) designated by management of the Company in the enclosed Instrument of Proxy intend to vote FOR the election as directors of the proposed nominees whose names are set forth below:

Omri Brill
Ronnie Jaegermann
Nancy Goertzen
Roy Nevo
Sukvinder (Sokhie) Puar

We do not anticipate that any of the nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting or any postponement or adjournment thereof, it is intended that discretionary authority shall be exercised by the persons named in the accompanying Instrument of Proxy to vote any proxy for the election of the remaining nominees and any other person or persons in place of any nominee or nominees unable to serve.

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The following table sets forth the name of each of the persons proposed to be nominated for election as a director of the Company, all positions and offices in the Company presently held by such nominees, the nominees' municipality and country of residence, principal occupation at the present time, the period during which the nominees have served as directors, and the number and percentage of Common Shares currently beneficially owned by the nominees, directly or indirectly, or over which control or direction is exercised.

Omri Brill Tel Aviv, Israel Director Since: May 27, 2019 Age: 51		Mr. Brill has been employed as Chief Executive Officer of Podium since founding the company in July 2006 and became Chief Executive Officer and a director of the Company upon closing of the Qualifying Transaction and dedicating 100% of his time to that position. He has more than 20 years' experience in the Ad Tech industry and is a leading expert in the field of digital advertising. Mr. Brill holds a BSc in industrial Engineering from Tel Aviv University. Principal Occupation (Past 5 years): Founder and CEO of Podium since July 2006; and the Chair and CEO of the Company since May 27, 2019. Public Company Directorships: None
Securities Held
Number and Percentage of Common Shares Beneficially Owned or Controlled(1)	RSUs(2)	Warrants(3)	Options(4)	Value of Common Shares, RSUs, Warrants and Options(5)
41,260,052	Nil	Nil	175,000	11,926,665
(68.16%)
Current Board and Committee Positions/Membership and Attendance
Member of the Board (Chair)		Board Meetings Attended 2024: 9 of 9 – 100%
Roy Nevo Tel Aviv, Israel Director Since: May 27, 2019 Age: 50		Mr. Nevo has been employed as Chief Operating Officer of Podium since March 2012, and became Chief Operating Officer and a director of the Company upon closing of the Qualifying Transaction. His responsibilities include executive responsibility for the management of Adcore's operations. Mr. Nevo has more than 10 years' experience in the online Ad Tech industry. He holds LLB and MBA degrees from the Ono Academic College (Israel). Principal Occupation (Past 5 years): COO of Podium since March 2012; COO of the Company since May 27, 2019 Public Company Directorships: None
Securities Held
Number and Percentage of Common Shares Beneficially Owned or Controlled(1)	RSUs(2)	Warrants(3)	Options(4)	Value of Common Shares, RSUs, Warrants and Options(5)
203,333 (0.34%)	Nil	Nil	4,885,748	$864,253
Current Board and Committee Positions/Membership and Attendance
Member of the Board		Board Meetings Attended 2024: 9 of 9 100%

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Ronnie Jaegermann
Tel Aviv, Israel
Director Since: May 27, 2019
Age: 64

Mr. Jaegermann has been a Venture Partner at Exiteam Capital Partners Ltd., an Israeli Venture Capital and Investment Advisory Firm since November 2020. Prior to that he was a Venture Partner at Beyond-Ventures, an Israeli Venture Capital and Investment Advisory Firm since September 2019. Prior to that Mr. Jaegermann was the Chief Executive Officer and Head of Investment Banking Advisory at Aloni Haft, a Tel Aviv-based boutique investment bank focused on fund raisings for Israeli companies in international capital markets since 2014. He has led multiple businesses in growing them from start-up to profitable companies that became take-out targets. Between November 2012 and October 2013, Mr. Jaegermann was the Chief Executive Officer of JNH International Ltd., a company that manufactures, markets and sells Disney licensed children furniture and toddler and junior Disney bed linen. Mr. Jaegermann holds a BA in Economic and Political Science from Tel Aviv University. Mr. Jaegermann serves as Chief Financial Officer of Cann-Is Capital Corp., a Capital Pool Company, a member of the board of directors of Water Ways Technologies Inc. and a member of the board of Reem Capital Corp., a Capital Pool Company.

Principal Occupation (Past 5 years): Founder and Venture Partner at Exiteam Capital Partners since November 2020; Founder and Venture Partner at Beyond Ventures from September 2019 to November 2020; Head of Investment banking at Aloni Haft Ltd. from 2014 until September 2019.

Public Company Directorships: Water Ways Technologies Inc., Reem Capital Corp.

Securities Held

Number and Percentage of Common Shares Beneficially Owned or Controlled^{(1)}	RSUs^{(2)}	Warrants^{(3)}	Options^{(4)}	Value of Common Shares, RSUs, Warrants and Options^{(5)}
299,000
(0.49%)	Nil	Nil	150,000	17,710

Current Board and Committee Positions/Membership and Attendance

Independent Member of the Board^{(6)}	Board Meetings Attended 2024: 9 of 9 – 100%
Member, Audit Committee (Chair)^{(6)}	Audit Committee Meetings Attended 2024: 4 of 4 – 100%
Member, Nominating Committee (Chair)	Compensation Committee Meetings Attended 2024: 1 of 1^{7} – 100%
Member, Compensation Committee (Chair)	Nomination Committee Meetings Attended 2024: N/A^{8} – 100%

Sukvinder (Sokhie) Puar
Vancouver, British Columbia
Director Since: January 3, 2021
Age: 61

Mr. Puar, with over 30 years in the public markets, has worked in various capacities in both public and private companies. He has worked with companies in the mining, oil and gas, technology, education and clean energy sectors since 2001. Most recently, Mr. Puar held the positions of CEO, Chairman and Director of Candelaria Mining Corp. from February 2012 to September 2017. During his tenure, Candelaria Mining Corp. raised in excess of $28 million and acquired several mining projects in Mexico. From May of 2015 to present Mr. Puar has held the position of CEO and Director of Else Nutrition Holdings Inc. and currently remains as Lead Director of the company. Since going public in June of 2019 Else Nutrition has raised over $75 million. Mr. Puar holds a diploma in Mechanical Engineering Technology and a diploma in Business Administration from the British Columbia Institute of Technology. Mr. Puar sits and has sat on the board of many public and private companies including the board of Governors of Southpointe Academy, an independent school located in Tsawwassen, B.C..

Principal Occupation (Past 5 years): Founder and President of SNJ Capital Ltd., and SANJ Capital Corp, which has provided management consulting services since 2000.

Public Company Directorships: Else Nutrition Holdings Inc., Meraki Acquisition One Inc.

Securities Held

Number and Percentage of Common Shares Beneficially Owned or Controlled^{(1)}	RSUs^{(2)}	Warrants^{(3)}	Options^{(4)}	Value of Common Shares, RSUs, Warrants and Options^{(5)}
248,950
(0.41%)	6,250	Nil	150,000	5,008

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Current Board and Committee Positions/Membership and Attendance

| Independent Member of the Board
Member, Audit Committee^{(5)}
Member, Nominating Committee
Member, Compensation Committee | Board Meetings Attended 2024: 9 of 9 100%
Audit Committee Meetings Attended 2024: 4 of 4 – 100%
Compensation Committee Meetings Attended 2024: 1 of 1^{7} – 100%
Nomination Committee Meetings Attended 2024: N/A^{8} – 100% | | | |
| --- | --- | --- | --- | --- |
| Nancy Goertzen
Vancouver, British Columbia
Director Since: August 15, 2022
Age: 64 | Ms. Goertzen has over 30 years of experience in corporate development with diversified experience in companies across multiple industry sectors including broadcasting, renewable energy, new media, natural resources, mass timber and more. Ms. Goertzen has worked in a variety of corporate structures including private, pre-IPO, exempt market and listed companies. She has specialized expertise in market readiness including ESG, investor relations and governance. Her first career was in broadcast television production followed by web-based content production. In 2006 Ms. Goertzen leveraged her background in media into an investor relations career in the resource sector in British Columbia. Since 2010 she has been a principal at Nantucket Capital where she advises a diverse client base including several early-stage companies. Ms. Goertzen has served as a Director of the Board of Nationwide Self Storage Trusts I through IV since 2017 and is a Board Member of Mission Group Enterprises, an Okanagan real estate development company and fund since 2021. Ms. Goertzen founded Canadian Women in Private Equity and Venture Capital for BC in 2012. She holds the ICD.D designation from University of Toronto's Rotman School of Management and is a Certified Professional in Investor Relations (CPIR), a designation from Western University's Ivey Business School.

Principal Occupation (Past 5 years): Principal at Nantucket Capital (Since 2010); Director of the Board of Nationwide Self Storage Trusts I through IV (since 2017) and a Board Member of Mission Group Enterprises, an Okanagan real estate development company and fund (since 2021); Founder of Canadian Women in Private Equity and Venture Capital for BC in 2012.

Public Company Directorships: None | | | |
| Securities Held | | | | |
| Number and Percentage of Common Shares Beneficially Owned or Controlled^{(1)} | RSUs^{(2)} | Warrants^{(3)} | Options^{(4)} | Value of Common Shares, RSUs, Warrants and Options^{(5)} |
| Nil
(0%) | 75,000 | Nil | 75,000 | $27,750 |
| Current Board and Committee Positions/Membership and Attendance^{(6)} | | | | |
| Independent Member of the Board
Member, Audit Committee^{(5)}
Member, Nominating Committee
Member, Compensation Committee | Board Meetings Attended 2024: 9 of 9–100%
Audit Committee Meetings Attended 2024: 4 of 4 – 100%
Compensation Committee Meetings Attended 2024: 1 of 1^{7} – 100%
Nomination Committee Meetings Attended 2024: N/A^{8} – 100% | | | |

Notes:

(1) The Common Shares indicated for each nominee are those beneficially owned, directly or indirectly, or over which control or direction is exercised, by the nominee as at March 17, 2025 being 60,533,119- Common Shares. The information about Common Shares over which control or direction is exercised, not being within the knowledge of the Company, has been furnished by the respective nominees. Unless otherwise indicated, beneficial ownership is direct and the nominee has sole voting and investment power.

(2) RSUs held as at March 17, 2025. For additional information regarding the Share Compensation Plan under which the RSUs are granted, please see "Statement of Executive Compensation".

(3) Company's Warrants have been expired on June 17, 2023.

(4) Options held as at March 17, 2025. For additional information regarding Options held by directors, please see "Statement of Executive Compensation".

(5) Based on the closing price of Common Shares on the TSX of $0.29 on March 17, 2025, less the applicable exercise price for Options.

(6) Effective June 29, 2023, the Audit Committee was reconstituted to consist of Ronnie Jaegermann, Sukvinder (Sokhie) Puar and Nancy Goertzen.

(7) The Compensation Committee meeting to discuss the 2024 annual compensation was held in November 2023.

(8) No material nominations were made during 2024; therefore, the Nomination Committee did not convene during the year ended December 31, 2024.

Corporate Cease Trade Orders or Bankruptcies

Other than as disclosed below, no person proposed to be nominated for election as a director at the Meeting is or has been, within the preceding ten (10) years, a director, chief executive officer or chief financial officer of any company (including the Company) that:

(a) was the subject of a cease trade or similar order, or an order that denied such company access to any exemptions under applicable securities legislation that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer, or

(b) was the subject of a cease trade or similar order, or an order that denied such company access to any exemptions under applicable securities legislation that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Sukvinder (Sokhie) Puar, a director of the Company, was a director of VanadiumCorp Resource Inc., a junior mining company listed on the TSX Venture Exchange. VanadiumCorp Resource Inc. failed to file its annual audited financial statements for the year ended October 31, 2020 and the accompanying management's discussion and analysis year ended October 31, 2020, and the certification of annual filings for the year ended October 31, 2020, on or before the prescribed filing deadline as required under applicable Canadian securities legislation. VanadiumCorp Resource Inc. was issued a cease trade order by the British Columbia Securities Commission on March 9, 2021. The cease trade order was lifted on December 30, 2021 following the filing of the VanadiumCorp Resource Inc.'s financial statements.

No person proposed to be nominated for election as a director at the Meeting is or has been, within the preceding ten (10) years, a director or executive officer of any company (including the Company) that, while that person 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 person proposed to be nominated for election as a director at the Meeting is or has, within the preceding ten (10) years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or has 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 such person.

Majority Voting Policy

The Board has adopted a policy on majority voting. If, with respect to any particular nominee, such nominee is not elected by a majority (50% + 1 vote) of the votes cast with respect to his or her election, then for purposes of the policy the nominee shall be considered not to have received the support of the shareholders, even though duly elected as a matter of corporate law. A person elected as a director who is considered under this test not to have received the support of the Shareholders must immediately submit to the Board his or her resignation, to take effect upon acceptance by the Board. A nominee who tenders a resignation pursuant to the policy will not participate in any meeting of the Board at which the resignation is considered. The Board will promptly accept the resignation unless it determines that there are exceptional circumstances (for example, relating to the composition of the Board or the voting results) that should delay the acceptance of the resignation or justify rejecting it. In any event, it is expected that the resignation will be accepted (or in rare cases rejected) and the Board will promptly announce its decision in a press release within 90 days of the meeting, including reasons for rejecting the resignation, if applicable. This policy does not apply to a contested meeting of shareholders. A copy of the majority voting policy is posted on the Company's website at https://www.adcore.com/investors/.

Effective August 31, 2022, the CBCA was amended to introduce a statutory majority voting requirement for uncontested director elections of distributing corporations incorporated under the CBCA. Shareholders of such corporations now cast votes for or against the election of each director nominee, and director nominees are elected only if they receive more votes "for" their election than votes "against" their election at a shareholders' meeting (unless the corporation's articles require a higher threshold). The CBCA provides that if an incumbent

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director is not elected in those circumstances, the director may continue in office until the earlier of (i) the 90th day after the day of the election, and (ii) the day on which their successor is appointed or elected. Consistent with such amendments, at the Meeting, Shareholders will have the choice to vote "for" or "against" each director. The Board is considering whether the new CBCA requirements, which apply to the Company, made the Company's majority voting policy redundant and, therefore, whether to repeal the policy.

5. Approval of Amended and Restated Stock Option Plan

At the Meeting, shareholders of the Company will be asked to consider and, if thought appropriate, pass an ordinary resolution in the form set out below, to approve an amended and restated Stock Option Plan for the Company (the "Amended and Restated Stock Option Plan"). Additional information regarding the Stock Option Plan can be found at "Stock Option Plans and Other Incentive Plans" above, and the full text of the amended and restated Stock Option Plan is set out at Schedule "A". The proposed sole amendment to the Stock Option Plan is as follows:

increasing the outer limit of a stock option granted under the Stock Option Plan by the board to a term not to exceed twenty (20) years from the date of the grant from a term not to exceed ten (10) years from the date of the grant.

"BE IT RESOLVED, as an ordinary resolution, that:

a. The Corporation's amended and restated stock option plan be approved;

b. The Board of Directors be authorized on behalf of the Corporation to make any further amendments to the stock option plan as may be required by regulatory authorities, without further approval of the shareholders of the Corporation, in order to ensure adoption of the amended and restated stock option plan; and

c. Any one director or officer of the Corporation is authorized and directed to do all such acts and things and to execute and deliver all such deeds, documents, instruments and assurances as in his opinion may be necessary or desirable to give effect to this resolution."

The Board has unanimously approved the Amended and Restated Stock Option Plan and recommends that shareholders vote FOR the Stock Option Plan Resolution.

In order to be effective, the Stock Option Plan Resolution must be approved by at least a majority of the votes cast by shareholders who vote in respect of the Stock Option Plan Resolution.

Unless the shareholder has specified in the enclosed Proxy that the common shares represented by such Proxy are to be voted against the Stock Option Plan Resolution, the persons named in the enclosed Proxy will vote FOR the Stock Option Plan Resolution.

6. Approval of Amendment to the Expiry Date of Certain Options Granted to Certain Insiders

At the Meeting, disinterested shareholders of the Company will be asked to consider and, if thought appropriate, pass an ordinary resolution in the form set out below, to amend the expiry date of certain options granted to certain insiders of the Company under the Stock Option Plan, whose options remain valid as of the date of the Annual General and Special Meeting and are set to expire during the remainder of 2025. The total number of such options subject to this amendment is 4,960,748 Options (the "Insider Option Amendments"). The amendment will extend the expiry date of these options by an additional seven (7) years from their current expiry date.

The shareholders of the Company excluded from voting their Common Shares in this matter are Ronnie Jaegermann, Sukvinder Sokhie Puar and Roy Nevo, in their respective capacities as officers and directors of the Company (the "Excluded Shareholders"). As at the date hereof, the Excluded Shareholders hold an aggregate of 751,283 common shares, representing 1.24% of the issued and outstanding Common Shares.

The following table outlines the specific options subject to this amendment:

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Name and Position of Insider	Number of Options Held	Grant Date	Current Expiry Date	Exercise Price (CAD)	Amended Expiry Date
Ronnie Jaegermann, Director	75,000	06/07/2021	6/7/2025	1.2900	6/7/2032
Sukvinder Sokhie Puar, Director	75,000	06/07/2021	6/7/2025	1.2900	6/7/2032
Roy Nevo, Chief Operations Officer (COO) and Director	50,000	06/07/2021	6/7/2025	1.2900	6/7/2032
Roy Nevo, Chief Operations Officer (COO) and Director	4,760,748	03/05/2018	3/5/2025	0.12	3/5/2032

"BE IT RESOLVED, as an ordinary resolution, that:

a. The Insider Option Amendments are hereby approved;

b. The Board of Directors be authorized on behalf of the Company to make any further amendments to the Insider Options as may be required by regulatory authorities, without further approval of the shareholders of the Corporation, in order to ensure adoption of the Insider Option Amendments; and

c. Any one director or officer of the Company is authorized and directed to do all such acts and things and to execute and deliver all such deeds, documents, instruments and assurances as in his opinion may be necessary or desirable to give effect to this resolution including the entering into of a new stock option agreement with the applicable insider to give effect to the Insider Option Amendments."

The Board has approved the Insider Option Amendments (with Ronnie Jaegermann, Sukvinder Sokhie Puar and Roy Nevo abstaining from voting) and recommends that disinterested shareholders vote FOR the Insider Option Amendments.

In order to be effective, the Insider Option Amendments must be approved by at least a majority of the votes cast by shareholders who vote in respect of the Insider Option Amendments (other than shares held by Ronnie Jaegermann, Sukvinder Sokhie Puar and Roy Nevo).

Unless the shareholder has specified in the enclosed Proxy that the common shares represented by such Proxy are to be voted against the Insider Option Amendments, the persons named in the enclosed Proxy will vote FOR the Insider Option Amendments.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Board believes that good corporate governance improves corporate performance and benefits all Shareholders. NP 58-201 provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. The Company has reviewed its own corporate governance practices in light of these guidelines. In certain cases, the Company's practices comply with the guidelines; however, the Board considers some of the guidelines to not be suitable for the Company at its current stage of development and therefore these guidelines have not been adopted. NI 58-101 prescribes that certain disclosure by the Company of its corporate governance practices be provided.

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Our Board believes that sound corporate governance practices are essential to our stewardship of at the Company. Our Board supervises the management of the business and the affairs of the Company with a view to ensuring that Shareholder value is enhanced and high ethical and legal standards are adhered to. The Board has developed its corporate governance practices to assist it in fulfilling its supervisory role. The Board fulfills its mandate directly and through its committees.

The following is a description of the Company's corporate governance practices, prepared in accordance with Form 58-101F1 – Corporate Governance Disclosure of the Canadian Securities Administrators, as approved by the Board.

Independence

For a director to be considered independent under NI 58-101, he or she must have no direct or indirect material relationship with the Company, and must not be in any relationship deemed to not be independent pursuant to such requirements. A material relationship with the Company is a relationship that could, in the view of the Board, reasonably be expected to interfere with the exercise of a director's independent judgment.

The Board has considered the relationships of each of the nominees for election by the Shareholders to the Company, and has determined that three (3) of the five (5) directors nominated for election at the Meeting are independent within the meaning of NI 58-101. Ronnie Jaegermann, Sukvinder (Sokhie) Puar and Nancy Goertzen are independent directors based upon the tests for independence set forth in NI 52-110. Omri Brill and Roy Nevo are not independent as they are members of management of the Company. As a result, a majority of the nominees are independent within the meaning of NI 58-101.

Management Supervision by the Board

The Board has determined that the current constitution of the Board is appropriate for the Company's current stage of development. Independent supervision of management is accomplished through choosing management who demonstrate a high level of integrity and ability and having strong independent Board members.

Public Company Board Memberships

The following nominees for election as directors of the Company are presently directors other issuers that are a reporting issuers (or the equivalent) in Canada or a foreign jurisdiction.

Name	Name of Reporting Issuer	Exchange	Position	Director Since
Ronnie Jaegermann	Water Ways Technologies Inc.	TSX Venture Exchange	Director	March 2019
	Reem Capital Corp.	TSX Venture Exchange	Director	May 2021
Sukvinder (Sokhie) Puar	Else Nutrition Holdings Inc.	TSX	Director	April 2015
	Meraki Acquisition One Inc.	TSX Venture Exchange	Director	January 2022

The Company does not restrict the number of public company boards of directors on which its directors may sit. However, directors of the Company are expected to devote the required time and effort to discharge their obligations as members of the Board. Currently, two of the Company's directors sit on boards of other reporting issuers. None of the directors of the Company sit together on two or more other boards of other reporting issuers.

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In Camera Meetings

The independent directors of the Board do not hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. However, they have the opportunity to, and do hold, ad hoc meetings that are not attended by the non-independent directors and members of management and they avail themselves of this opportunity, at their entire discretion, whenever necessary. The Company holds regular quarterly meetings and other meetings as required, at which time the independent directors meet in camera. The opinion of the independent directors is sought and duly acted upon for all material matters related to the Company.

Board and Committee Meetings and Attendance

The Board meets a minimum of four (4) times per year and as otherwise required. Typically, each committee (other than the Audit Committee which meets at least four (4) times each year) will meet at least once annually, or more frequently as deemed necessary by the applicable committee. The frequency of meetings and nature of each meeting agenda depends on the business and affairs that the Company faces from time to time. The table below provides details regarding director attendance at Board and committee meetings held during the year ended December 31, 2023.

	Board of Directors	Audit Committee(1)	Nominating Committee(2)	Compensation Committee(3)
Directors		Number and percentage of meetings attended
Omri Brill	9 of 9 – 100%	N/A	N/A	N/A
Roy Nevo	9 of 9 – 100%	N/A	N/A	N/A
Ronnie Jaegermann	9 of 9 – 100%	4 of 4– 100%	N/A(5)	1 of 1 - 100%(4)
Sukvinder (Sokhie) Puar	9 of 9 – 100%	4 of 4 – 100%	N/A(5)	1 of 1 - 100%(4)
Nancy Goertzen	9 of 9 – 100%	4 of 4 – 100%	N/A(5)	1 of 1- 100%(4)

Notes:
(1) Effective June 29, 2023, the Audit Committee was reconstituted to consist of Ronnie Jaegermann (Chair), Sukvinder (Sokhie) Puar and Nancy Goertzen.
(2) The Nominating Committee was established on April 28, 2022.
(3) The Compensation Committee was established on April 28, 2022.
(4) The Compensation Committee meeting to discuss the 2024 annual compensation was held in November 2023.
(5) No material nominations were made during 2024; therefore, the Nomination Committee did not convene during the year ended December 31, 2024.

Board Mandate

The Board has adopted a written mandate, which is posted on the Company's website at www.adcore.com/investors.

Committees of the Board

The Board has established three standing committees to assist it in discharging its mandate. The roles of the committees are outlined below.

Audit Committee

Members: Ronnie Jaegermann (Chair), Sukvinder (Sokhie) Puar and Nancy Goertzen

The purpose of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities with respect to:

financial reporting and disclosure requirements;

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ensuring that an effective risk management and financial control framework has been implemented and tested by management of the Company; and
for external and internal audit processes.

The Company has filed its Annual Information Form under its profile on SEDAR+ at www.sedarplus.ca. The Annual Information Form contains, among other things, the disclosure required under NI 52-110. In particular, the information that is required to be disclosed in Form 52-110F1 of NI 52-110 (e.g., relevant education and experience of the Audit Committee members) may be found under the heading "Audit Committee Information" in the Annual Information Form. Upon request, the Company will promptly provide a copy of the Annual Information Form to Shareholders free of charge.

A copy of the Audit Committee's charter is contained in the Annual Information Form, and is posted on the Company's website at www.adcore.com/investors.

Compensation Committee

Members: Ronnie Jaegermann (Chair), Sukvinder (Sokhie) Puar and Nancy Goertzen. The Compensation Committee assists the Board in fulfilling its responsibilities relating to compensation, succession planning and other human resources matters. The Committee is responsible for:

appointing, compensating and evaluating and planning for the succession of officers and other senior management personnel of the Company;
the administration of the Company's compensation matters, including approving the Company's annual compensation budget;
the amount and form of compensation of the Board;
the salary, bonus and other benefits, direct or indirect, and any change of control packages of the CEO of the Company and other members of the senior management team; and
the performance of additional duties set out in the Compensation Committee Charter or otherwise delegated to the Compensation Committee by the Board.

A copy of the Compensation Committee's charter is posted on the Company's website at www.adcore.com/investors.

For a detailed discussion of the responsibilities of the Compensation Committee relating to compensation, see "Statement of Executive Compensation" below.

Nominating Committee

Members: Ronnie Jaegermann (Chair), Sukvinder (Sokhie) Puar and Nancy Goertzen.

The Nominating Committee assists the Board in fulfilling its responsibilities relating to director nomination responsibilities. The Committee is responsible for:

assessing the effectiveness of the Board as a whole as well as discuss the contribution of individual directors;
overseeing the recruitment and selection of new nominees for appointment to the Board;
orienting new directors and ensuring that directors have training available to develop the skills and competencies necessary to provide proper oversight to the Company as members of the Board of Directors;

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overseeing the recruitment and selection of any new CEO of the Company; and
performing the additional duties set out in this Charter or otherwise delegated to the Committee by the Board.

A copy of the Compensation Committee's charter is posted on the Company's website at www.adcore.com/investors.

Position Descriptions

Board-Level Position Descriptions

The Board has developed a written position description for the directors of the Company. The Board has also adopted written position descriptions for the Chair of the Board and the Chairs of Board Committees. Copies of these position descriptions are posted on the Company's website at www.adcore.com/investors.

Chair of the Board

The Chair of the Board is Mr. Omri Brill. The Board has established a written position description for the Chair who is responsible for, among other things, presiding at meetings of the Board and Shareholders, providing leadership to the Board, overseeing the Board's timely and diligent discharge of its duties and responsibilities as set out in the CBCA, governing the conduct of the Board, assisting the committees of the Board, being available to members of the Board to address concerns they cannot raise at Board meetings, managing the Board, acting as liaison between the Board and management, and, representing the Company to external groups including Shareholders, local communities and governments.

Chair of Board Committees

The Board has established a written position description for Chairs of Committees who are responsible for, among other things, providing leadership to the Committee, ensuring that the responsibilities of the Committee, as set out in the relevant Committee charter, are understood by the Committee members; ensuring that the Committee meets at least quarterly, managing the timely discharge of the Committee's duties and responsibilities, managing the conduct of the Committee, acting as liaison between the Committee, the Board and management, and reporting to the Board on behalf of the Committee.

CEO Position Description

The CEO of the Company is Mr. Omri Brill. The Board has established a written position description for the CEO who is responsible for, among other things, the day-to-day management of the business and affairs of the Company. The CEO is also responsible for recommending to the board, together with the CFO and such other management as appropriate, for approval of the Company's financial and operating goals and objectives, formulating and presenting to the Board long-term business plans, strategies and policies and keeping the Board informed of the Company's progress, and together with the Chair of the Board serving as the Company's principal spokesperson. The Board exercises its responsibility for oversight through the approval of all decisions that affect the Company before they are implemented. A copy of the CEO position description is posted on the Company's website at www.adcore.com/investors.

Lead Director Position Description

The Lead Director of the Company is Mr. Ronnie Jaegermann. The Board has established a written position description for the Lead Director who is responsible for, among other things, working with the Chair to set the Board's agenda, working with the Chair to ensure that the materials for Board meetings are set to management in advance of meetings, chairing Board meetings in the absence of the Chair, chairing the meetings of independent directors as appropriate, and, as requested, acting as a liaison between the Board and the Chair. A copy of the Lead Director position description is posted on the Company's website at www.adcore.com/investors.

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Orientation and Continuing Education

The Board is responsible for developing an appropriate orientation and education program for new members of the Board. In order to orient new directors regarding the role of the Board, its committees and directors, including the business and operations of the Company, all potential new directors are given the opportunity to meet with the CEO, the Chair of the Board, the Lead Director and other directors to ask questions and become familiar with the Company prior to being elected as a director. New directors will be presented with information packages prepared by management which include incorporation documents, by-laws, the Board and committee charters, position descriptions for the Chair of the Board and for the chairs of committees, the policies of the Company, and summaries on the existing operations of the Company and its ongoing strategic initiatives.

With respect to continuing education for directors, the CEO facilitates education on an ongoing basis to existing directors, and management regularly provides reports to the Board on the Company's business and affairs specifically. Management also keeps the Board apprised of new developments in the advertising technology industry. Management also provides information to the Board about legislative changes and requirements pertaining to securities laws and public company obligations.

Ethical Business Conduct

Code of Conduct

As part of its commitment to conducting its business and affairs with honesty, integrity and in accordance with high ethical and legal standards, the Board has adopted a Code of Business Conduct (the "Code") which applies to all of our directors, officers, employees, consultants and contractors. The Code addresses such matters as compliance with laws, protection and proper use of assets, conflict of interest, corporate opportunities, reporting violations and consequences of non-compliance.

In addition, the Board is responsible for: (i) ensuring that management has established a system to monitor compliance with and enforce the Code; (ii) obtaining reports from management that the Company and its directors, officers and employees are in compliance with the Code; (iii) making recommendations to the Board regarding any waivers from the Code; and (iv) advising the Board with respect to the Company's policies and procedures regarding compliance with the Code.

Any waiver of the Code with respect to a director or officer of the Company may be made only by the Board. The Board did not grant any waiver of the Code in 2023. In the unlikely event of such a waiver, it will be promptly disclosed to the extent required by applicable laws or stock exchange rules and regulations.

Conflicts of Interest

Directors, officers, employees, consultants and contractors are required to perform their duties and arrange their personal business affairs in a manner that does not interfere with their independent exercise of judgement. No director, officer or employee of the Company or consultant or contractor working for the Company is permitted to accept financial compensation of any kind, nor any special discount, loan or favour, from persons, corporations or organizations having dealings or potential dealings with the Company.

Non-executive directors of the Company are not expected to devote their time and effort solely on behalf of the Company, and they may have a variety of other business relationships that could give rise to a conflict of interest. Any such potential conflicts of interest are not subject to the Code and are to be resolved directly with the Board.

Other Policies

The Board has also adopted an stock trading policy (the "Stock Trading Policy") to ensure that the Company and all directors, officers, employees, consultants and contractors of the Company and its subsidiaries meet their obligations under applicable securities laws and stock exchange rules by ensuring that all such persons who have material non-public information do not engaged in insider trading or tipping.

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Nomination of Directors

The Nominating Committee is responsible for identifying individuals qualified to become new Board members and recommending the new director nominees for the next annual meeting of Shareholders. Prior to nominating individuals as directors, the Nominating Committee: (i) considers what competencies and skills the Board, as a whole, should possess; (ii) what competencies and skills each existing director possesses; and (iii) considers the appropriate size of the Board, with a view to facilitating effective decision-making.

With respect to nomination matters, the Nominating Committee is specifically responsible for considering and making recommendations to the Board on the size and composition of the Board. The Board also considers: (i) what competencies and skills the Board, as a whole, should possess; (ii) the competencies and skills each existing director possesses; and (iii) in recommending new nominees to the Board, the competencies and skills each new nominee will bring to the Board.

Compensation

The Compensation Committee is responsible for overseeing compensation matters (including compensation of officers and other senior management personnel) and approving the Company's annual compensation budget. The Compensation Committee assists the Board with these responsibilities. The Compensation Committee's composition and responsibilities are set out in the Compensation Committee charter (discussed above). With respect to compensation matters, the Compensation Committee is specifically responsible for:

(a) reviewing the Company's overall compensation philosophy;

(b) reviewing and making recommendations to the Board with respect to all executive officer and director compensation matters and all incentive compensation and equity-based plans, including:

(i) reviewing the corporate goals and objectives relevant to the compensation of the CEO and the other executive officers of the Company and recommending those goals and objectives to the Board;

(ii) evaluating the CEO's performance in light of his or her goals and objectives and recommending to the Board its assessment of the CEO's performance and compensation;

(iii) through the CEO, reviewing the performance of the other executive officers in light of their goals and objectives and recommending to the Board its assessment of the other executive officers' performances and compensation;

(iv) reviewing the adequacy, amount and form of compensation to be paid to each director and making recommendations to the Board based on this review; and

(v) reviewing and making recommendations to the Board with respect to the adoption and amendment of incentive compensation and equity-based plans, including the number of securities that may be issued under those plans during any particular period;

(c) with respect to disclosure, obtaining advice on and tracking disclosure requirements related to compensation and reviewing the Company's compensation-related disclosure before the Company publicly discloses such information; and

(d) reviewing and approving the selection and terms of reference of any outside consultants retained to provide benchmark analysis and advice on compensation programs.

Assessments

To date, the Board has not adopted formal procedures to regularly assess the Board, its committees or the individual directors as to their effectiveness and contribution. Effectiveness has been subjectively measured by comparing actual corporate results with stated objectives. The contributions of individual directors have been informally monitored by the other Board members, bearing in mind the business strengths and particular

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skills of the individual and the purpose of originally nominating the individual to the Board. The Nomination Committee also assists with the evaluation of Board members.

The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and its committees.

Director Term Limits and Other Mechanisms of Board Renewal

The Company has not adopted term limits for its directors as the Company is of the view that director term limits reduce continuity and experience on the Board and that term limits force valuable, experienced and knowledgeable directors to leave. As such, the Company views term limits as not in the Company's best interests. To ensure adequate Board renewal, the Board and the Nominating Committee are responsible for conducting regular Board, committee and directors assessments. These assessments will evaluate the tenure and performance of individual directors and review the composition and effectiveness of the Board and its committees. The results of these assessments are reported to the Board, together with recommendations, if any, regarding the composition of the Board.

Gender Diversity

As a relatively new TSX company still in the process of adopting its corporate governance practices, the Company has not yet adopted a written policy relating to the identification and nomination of women directors, nor has it adopted a target regarding women on the Board. The Board has however considered the level of representation of women on the Board in identifying and nominating candidates for election or re-election to the Board.

In 2022, the Company appointed Ms. Nancy Goertzen as a Board member and currently, there is one woman (16.66%) serving in director position of the Company.

In 2022, the Company appointed Adv. Zehavit Dan as an executive officer of the Company in the position of General Counsel & Corporate Secretary and currently, there is one woman (25%) serving in senior executive officer position at the Company.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

The purpose of this Compensation Discussion and Analysis is to provide information about the Company's philosophy, objectives and processes regarding executive compensation. This disclosure is intended to communicate the compensation provided to: (i) the CEO; (ii) the CFO; (iii) each of the three most highly compensated executive officers of the Company, if any, whose individual total compensation was more than $150,000 for the year ended December 31, 2024, other than the CEO and CFO; (iv) each individual who satisfies the criteria noted in (iii) but for the fact the individual was not an executive officer of the Company, nor acting in a similar capacity, at as December 31, 2024 (collectively, the "NEOs") and (v) the directors of the Company. During the year ended December 31, 2024, the NEOs of the Company were Omri Brill, Amit Konforty, Roy Nevo, Ronit Moll and Rob Reynolds. The description of the Company's compensation philosophy and objectives and the elements of such compensation for the year ended December 31, 2024 is set forth below.

The Compensation Discussion and Analysis section of this Circular sets out the objectives of the Company's executive compensation arrangements, the Company's executive compensation philosophy and the application of this philosophy to the Company's executive compensation arrangements. The Company has established the Compensation Committee, which has been granted assigned the responsibility to review the compensation received by directors and NEOs. The Compensation Committee adopted a charter in 2022. During the year ended December 31, 2024, management compensation was set by the Board.

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Compensation Philosophy and Objectives

When determining the compensation arrangements for the NEOs and directors, the Compensation Committee (formerly, the Board) considers the objectives of: (i) retaining an executive critical to the success of the Company and the enhancement of Shareholder value; (ii) providing fair and competitive compensation; (iii) balancing the interests of management and Shareholders of the Company; and (iv) rewarding performance, both on an individual basis and with respect to the business in general.

The Compensation Committee is comprised of Ronnie Jaegermann, Sokhie Puar and Nancy Goertzen all of whom have experience that is relevant to their responsibilities. Each member of the Compensation Committee is independent based upon the tests for independence set forth in NI 52-110.

Role of Management

Members of senior management assist the Compensation Committee by compiling information to be used in the Compensation Committee's determinations and reporting on historical compensation levels, methods of compensation, compensation practices of industry peers, achieved performance relative to corporate and individual objectives, succession planning and recent compensation trends and regulatory initiatives.

The Compensation Committee relies, in part, on the CEO to review the performance of the other NEOs and to make recommendations to the Compensation Committee in this regard. Given the direct reporting relationship between the CEO and the other NEOs, the Compensation Committee believes the CEO is in the best position to directly assess the performance of the other senior executives. While the CEO typically attends Compensation Committee meetings, he is not present during in camera sessions of the Compensation Committee or when the Compensation Committee is considering his performance or compensation.

Elements of Executive Compensation

The compensation paid to directors and NEOs consisted of three primary components: base salary; equity participation through the Stock Option Plan and RSU Plan and bonuses.

In determining the compensation level for each executive, the Compensation Committee looks at factors such as the relative complexity of the executive's role within the organization, the executive's performance and potential for future advancement, the compensation paid by other companies in the same industry as the Company, and pay equity considerations.

The Company believes that making a significant portion of the NEOs' and directors' compensation based on long-term incentives supports the Company's executive compensation philosophy, as these forms of compensation allow those most accountable for the Company's long-term success to acquire and hold the Company's Common Shares. The key features of these three primary components of compensation are discussed below:

Base Salary

Base salary recognizes the value of an individual to the Company based on his or her role, skill, performance, contributions, leadership and potential. It is critical in attracting and retaining executive talent in the markets in which the Company competes for talent. Base salaries for the NEOs and directors are reviewed annually. Any change in the base salary of a NEO or a director is generally determined by an assessment of such executive's performance, a consideration of competitive compensation levels in companies similar to the Company and a review of the performance of the Company as a whole and the role such executive officer played in such corporate performance.

Equity Participation

The Company provides long-term incentives to the NEOs and directors in the form of Options and RSUs as part of its overall executive compensation strategy. The Compensation Committee believes that Options and RSU grants serve the Company's executive compensation philosophy in several ways: they help attract, retain, and motivate talent; they align the interests of the NEOs and directors with those of the Shareholders by linking

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a specific portion of the officer's total pay opportunity to share price; and they provide long-term accountability for NEOs and directors. Previous grants are taken into account when considering new grants to NEOs and directors.

Bonus Payments

Annual incentives, in the form of cash bonus payments, are designed to add a variable component of compensation based on overall corporate performance and the executive's individual performance. Each executive is eligible for an annual bonus, payable in cash or through share-based compensation. The amount paid is based on the Board's assessment, following the Compensation Committee's recommendation, of the Company's performance for the year. Factors considered in determining bonus amounts include individual performance, financial criteria (such as revenue, cash flow and share price performance) and operational criteria (such as significant acquisitions and the attainment of corporate milestones).

Risks of Compensation Policies and Practices

The Board and the Compensation Committee have not formally considered the implications of the risks associated with the Company's compensation policies and practices. The discretionary nature of Options and RSU awards under Securities Based Compensation Arrangements are significant elements of the Company's compensation plans and provide the Board and the Compensation Committee with the ability to reward historical performance and behaviour that the Board and the Compensation Committee consider to be aligned with the Company's best interests.

The Board believes that the executive compensation program should not raise its overall risk profile. Accordingly, the Company's executive compensation program includes safeguards designed to mitigate compensation risks. The following measures impose appropriate limits to avoid excessive or inappropriate risk taking or payments:

Vesting requirements for Options and RSUs and Option terms to discourage excessive risk taking to achieve short-term goals;
recommendation of discretionary bonus payments to the Board by the Compensation Committee who are specifically tasked with determining allocation; and
implementation of trading blackouts prescribed by the Company's Stock Trading Policy to limit the ability of officers of the Company to trade in securities of the Company.

Inappropriate and excessive risks by executives are also mitigated by review of the Board, at which, activity by the executives must be approved by the Board if such activity is outside previously Board-approved actions or as set out in a Board-approved budget. Given the current composition of the Company's executive management team, the Board and the Compensation Committee are able to closely monitor and consider any risks which may be associated with the Company's compensation practices. Risks may also be identified and mitigated through regular Board meetings during which financial and other information of the Company is reviewed, including executive compensation.

Purchase of Financial Instruments

The Stock Trading Policy discourages an NEO or director from purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director.

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Performance Graph

The following chart compares the total cumulative Shareholder return on $100 invested in the Common Shares on December 31, 2018 with the cumulative total returns of the S&P/TSX for the five most recently completed financial years.

	Dec. 31, 2018	2019	2020	2021	2022	2023	2024
Adcore Inc.	100	-10%	118%	-29%	-57%	-40%	-3%
S&P/TSX Composite Index	100	29%	16%	27%	-9%	8%	20%

As shown in the foregoing graph, the Company's performance has exceeded performance of the S&P/TSX Composite Index during 2020 and did not meet the S&P/TSX Composite Index during 2021, 2022, 2023 and 2024.

Market conditions have been volatile and have particularly impacted the Ad Tech sector. Market conditions and associated long term market uncertainties have an impact on officer compensation decisions; however, the Compensation Committee also considers the performance of the officers and the achievement of milestones. The trend in the performance graph does not directly correlate to the trend of the compensation paid to the NEOs. The Company has concluded that management must be compensated based on competitive market conditions and the value of the services provided, irrespective of Common Share price movements. The trading price of the Common Shares directly impacts the benefits enjoyed by the NEOs as a result of the NEOs' participation in the security-based incentive compensation plans offered by the Company.

Compensation Governance

The Compensation Committee is responsible for reviewing the Company's overall compensation philosophy and reviewing and making recommendations to the Board with respect to all executive officer and director compensation matters and all incentive compensation and equity-based plans. The Board, as a whole, ultimately determines compensation for the directors, its CEO, CFO and other officers (including other NEOs) on the advice of the Compensation Committee. In performing its duties, the Compensation Committee has the authority to engage and compensate any outside advisor, including executive compensation consultants that it determines to be necessary or advisable to carry out its responsibilities.

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Summary Compensation Table

The following table provides information concerning compensation of the NEOs for the years ended December 31, 2024, December 31, 2023 and December 31, 2022.

Name and Position	Year	Salary(1) ($)	Share-Based Awards ($)	Non-equity incentive plan compensation ($)			Pension Value ($)	All Other Compensation ($)	Total Compensation ($)
				Option-Based Awards(2) ($)	Annual Incentive Plans	Long Term Incentive Plans
	2024	656,000	Nil	3,001	Nil	Nil	Nil	27,600	686,601
Omri Brill(3)	2023	627,781	3,342	2,877	Nil	Nil	Nil	152,382	786,382
Chief Executive Officer and Director	2022	581,559	3,223	18,681	Nil	Nil	Nil	129,080	732,542
Amit	2024	165,580	NIL	3,001	Nil	Nil	32,384	NIL	200,966
Konforty Chief Financial Officer (from 11/2023)	2023	25,761	NIL	667	Nil	Nil	5,334	NIL	31,763
Yatir Sadot	2023	293,291	8,025	13,472	Nil	Nil	21,483	NIL	336,271
Chief Financial Officer (until 11/2023)	2022	304,456	45,091	11,062	Nil	Nil	20,342	Nil	380,951
Roy	2024	498,309	4,452	750	Nil	Nil	32,384	27,600	563,495
Nevo(3)	2023	488,793	7,726	1,439	Nil	Nil	32,006	61,999	591,963
Chief Operating Officer and Director	2022	448,656	3,223	18,681	Nil	Nil	33,861	60,778	565,199
Ronit Moll	2024	466,311	Nil	Nil	Nil	Nil	49,397	NIL	515,708
General manager Australia & New Zealand	2023	475,677	Nil	Nil	Nil	Nil	50,972	Nil	526,649
	2022	453,885	Nil	2,074	Nil	Nil	50,432	Nil	506,391
	2024	341,475	Nil	Nil	Nil	Nil	35,849	Nil	377,325
Rob	2023	339,633	Nil	9,715	Nil	Nil	36,904	Nil	386,252
Reynolds Commercial Director	2022	350,017	Nil	12,149	Nil	Nil	38,891	Nil	401,057

(1) All compensation paid to all NEOs listed has been paid under executive employment agreements between the Company (or its operating subsidiary) and each such NEO as more particularly described under the heading "Statement of Executive Compensation - Employment Contracts and Termination and Change of Control Benefits" of this Circular.
(2) The grant date fair value is a theoretical value determined using the Black Scholes pricing model for Options granted during the year. Under Black Scholes, the Options on the date of grant have no intrinsic value as the exercise price is the closing price of the Common Shares on the preceding date. Each NEO does not receive any value until each of the following occur: (i) the Options vest and (ii) and they are exercised. Generally, the Options will only be exercised where the exercise price is less than the trading price. Existing Options were priced under the provisions of the Stock Option Plan.
(3) The compensation was attributable to 2023 but technically received in 2024.

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Stock Options and Other Incentive Plans

The following table sets forth information with respect to the Options held by the NEOs which were outstanding as of December 31, 2024:

Name and Position	Option Based Awards				Share-Based Awards
	Number of Securities Underlying Unexercised Option (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised in-the-money options ($)	Number of Common Shares or Units that have not vested (#)	Market Value or payout value of share-based awards that have not vested ($)	Market value or payout value of vested share-based awards not paid out or distributed ($)
Omri Brill Chief Executive Officer and Director	50,000	1.29	July 6, 2025	Nil	Nil	Nil	Nil
	25,000	0.26	August 15, 2026	Nil	Nil	Nil	Nil
	50,000	0.185	February 2, 2028	Nil	Nil	Nil	Nil
	50,000	0.185	February 2, 2028	Nil	Nil	Nil	Nil
Amit Konforty Chief Financial Officer (from 11/2023)	50,000	0.26	August 15, 2026	Nil	Nil	Nil	Nil
	100,000	0.19	01 February, 2028	Nil	Nil	Nil	Nil
	4,760,748	0.12	May 3, 2025	Nil	Nil	Nil	Nil
Roy Nevo Chief Operating Officer and Director	50,000	1.29	July 6, 2025	Nil	Nil	Nil	Nil
	25,000	0.26	August 15, 2026	Nil	Nil	Nil	Nil
	25,000	0.19	1 February 2028	Nil	Nil	Nil	Nil
	25,000	0.19	1 February 2028	Nil	Nil	Nil	Nil

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	Option Based Awards				Share-Based Awards
Name and Position	Number of Securities Underlying Unexercised Option (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised in-the-money options ($)	Number of Common Shares or Units that have not vested (#)	Market Value or payout value of share-based awards that have not vested ($)	Market value or payout value of vested share-based awards not paid out or distributed ($)
Ronit Moll General manager Australia & New Zeland	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Rob Reynolds Commercial Director	30,000	1.29	July 5,2025	Nil	Nil	Nil	Nil
	50,000	0.23	June 6, 2027	Nil	Nil	Nil	Nil

Stock Option Plan, Restricted Share Unit Plan and Omnibus Incentive Plan

In March 2021, the Company graduated to the TSX. In connection with the graduation, the Company amended and restated its stock option plan (the "Stock Option Plan") and restricted share unit plan (the "RSU Plan", together with the Stock Option Plan, the "Incentive Plans") on February 2, 2021 to bring these incentive plans in line with TSX policies. The Incentive Plans comprises the Company's only forms of security-based incentive compensation plans.

The aggregate number of Common Shares available for grants under the Incentive Plans is currently fixed at 15,790,893 Common Shares representing 25% of the issued and outstanding Common Shares of the Company as at June 17, 2021.

Stock Option Plan

A summary of the material terms of the Stock Option Plan is set forth below.

Eligible Persons. Only directors, senior officers, employees and consultants of the Company or its subsidiaries are eligible to receive Options under the Stock Option Plan.
Fixed Plan. The Stock Option Plan is a fixed plan, such that the aggregate number of common shares that may be issued pursuant to the Amended and Restated Stock Option Plan shall not exceed 15,790,893 common shares, less the number of Shares issuable pursuant to all other security based compensation arrangements. Options issued under the Stock Option Plan that are cancelled, terminated or expired prior to exercise of all or a portion thereof shall result in the common shares that were reserved for issuance thereunder being available for a subsequent grant of Options pursuant to the Stock Option Plan.
Limitations. The Stock Option Plan includes insider participation limits whereby the total number of common shares which are: (i) issued to any person or to insiders of the Company (as defined in the TSX Company Manual), within any one-year period, and (ii) issuable to any person or to insiders of the Company, at any time, under the Stock Option Plan, or when combined with all other security-based compensation arrangements of the Company, cannot exceed 10% of the Company's total issued common shares, respectively. The total number of Options granted to any one consultant for the Company shall not exceed 2% of the issued and outstanding common shares of the Company at the

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grant date. The total number of Options granted to all persons employed by the Company who perform investor relations activities for the Company shall not exceed 2% of the issued and outstanding common shares of the Company, in any twelve month period, calculated at the grant date.

Terms of the Options. Under the Stock Option Plan, the Board determines the exercise price of the Options at the time of grant, provided that the exercise price shall not be less than the market price of the Common Shares. The Board also determines the period during which an Option may be exercised at the time of grant, subject to any vesting limitations, which may be imposed by the Board in its sole unfettered discretion at the time of grant, provided that no Option shall be exercisable for a period exceeding 10 years. Notwithstanding the foregoing, Options issued to consultants performing investor relations activities must vest in stages over at least twelve months with not more than one-quarter of the Options vesting in any three month period.
Ceasing to be a director, officer, employee or consultant. The Stock Option Plan provides that subject to the terms of the applicable stock option agreement, in the event of the Participant ceasing to be a director, officer, employee or consultant of the Company or a subsidiary for any reason other than death, such Option may be exercised at any time up to an including the earlier of: (a) the expiry time; and (b) a date that is 90 days following the effective date of such resignation, retirement or notice of termination of employment, as the case may be. In the event of the death of a Participant, such Option may be exercised by the legal personal representative of the Participant at any time up to and including a date one (1) year from the date of death of the Participant.
Transferability. Options granted under the Stock Option Plan are non-assignable, except in the event of the death or permanent disability of a participant, in which case Options held by such participant may be exercised by the person or persons to whom a participant's rights under the Option pass by the participant's will or applicable law.
Amendments. Subject to applicable regulatory approval, the Board may from time to time amend the Stock Option Plan and the terms and conditions of any Option thereafter to be granted and, without limiting the generality of the foregoing, may make such amendments for the purpose of meeting any changes in any relevant law, TSX policy, rule or regulation applicable to the Stock Option Plan, any Option or the common shares, or for any other purpose which may be permitted by all relevant laws, rules and regulations, provided always that any such amendment shall not alter the terms or conditions of any Option or impair any right of any Option holder pursuant to any Option granted prior to such amendment. Notwithstanding the foregoing, shareholder approval will be required for any of the following amendments to the Stock Option Plan:
Any increase to the fixed maximum percentage of common shares issuable under the Stock Option Plan;
A reduction in the exercise price or purchase price of an Option (other than for standard anti-dilution purposes) held by or benefitting an Insider;
An increase in the maximum number of common shares that may be issued to Insiders within any one year period or that are issuable to Insiders at any time;
An extension of the term of an Option held by or benefiting an Insider;
Any change to the definition of "Participants" which would have the potential of broadening or increasing Insider Participation;
The addition of any form of financial assistance;
Any amendment to a financial assistance provision which is more favourable to Participants; and

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Any other amendments that may lead to significant or unreasonable dilution in the Company's outstanding securities or may provide additional benefits to Participants, especially Insiders, at the expense of the Company and its existing shareholders.

Without limiting the generality of the foregoing, the Board may make the following amendments to the Stock Option Plan, or any outstanding Options, without obtaining shareholder approval including, without limitation: (i) amendments of a "housekeeping" nature; (ii) a change to the vesting provisions of an Option or the Stock Option Plan; or (iii) a change to the termination provisions of an Option or the Stock Option Plan which does not entail an extension beyond the original expiry date (except as contemplated by the Stock Option Plan).

As at December 31, 2024, there were 7,261,221 Options issued and outstanding pursuant to the Stock Option Plan.

RSU Plan

A summary of the material terms of the RSU Plan is set forth below.

Eligible Persons. The Board of Directors or a committee delegated by the Board of Directors under the RSU Plan (the "Committee") may grant RSUs to directors, officers, employees or consultants of the Company or a subsidiary of the Company (the "Participants") provided that the Board, together with such individuals or companies, are responsible for ensuring and confirming that such person is a bona fide Participant.
Fixed Plan. The RSU Plan is a fixed plan, such that the aggregate number of common shares that may be issued pursuant to the Plan shall not exceed 15,790,893 common shares, less the number of Shares issuable pursuant to all other security based compensation arrangements.
Vesting. Each RSU will vest in such manner as determined by the Board of Directors or the Committee at the time of grant.
Limitations. The RSU Plan includes the following additional limitations: (i) the number of common shares reserved for issuance to any one Participant retained as a consultant to provide services to the Company or its subsidiaries under all security based compensation arrangements in any 12 month period shall not exceed 2% of the issued and outstanding common shares; (ii) the number of common shares reserved for issuance to any one Participant under all security based compensation arrangements in any 12 month period will not exceed 5% of the issued and outstanding common shares; (iii) unless the Company has received disinterested shareholder approval to do so, the number of common shares issuable to insiders, at any time, under all security based compensation arrangements, shall not exceed 10% of the issued and outstanding common shares; and (iv) unless the Company has received disinterested shareholder approval to do so the number of common shares issued to insiders, within any one year period, under all security based compensation arrangements, shall not exceed 10% of the issued and outstanding common shares.
Ceasing to be a director, officer, employee or consultant. The RSU Plan provides that if a Participant shall cease to be a director or officer of or be in the employ of, or a consultant or other Participant to, the Company or a subsidiary for any reason whatsoever including, without limitation, retirement, resignation or involuntary termination (with or without cause), as determined by the Board of Directors in its sole discretion, before all of the awards respecting RSUs credited to the Participant's account have vested or are forfeited pursuant to any other provision thereof, (i) such Participant shall cease to be a Participant as of the forfeiture date, (ii) the former Participant shall forfeit all unvested awards respecting RSUs credited to the Participant's account effective as at the forfeiture date, (iii) any award value corresponding to any vested RSUs remaining unpaid as of the forfeiture date shall be paid to the former Participant and (iv) the former Participant shall not be entitled to any further payment from the RSU Plan.
Change of control. In the event of a Change of Control (as defined in the RSU Plan), the Board or the Committee shall have absolute discretion to determine if all issued and outstanding RSUs shall vest (whether or not then vested) upon the Change of Control and the vesting date shall be the date which

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is immediately prior to the time such Change of Control takes place, or at such earlier time as may be established by the Board of Directors or the Committee, in its absolute discretion, prior to the time such Change of Control takes place.

Transferability. Except as required by law, the rights of a Participant hereunder are not capable of being assigned, transferred, alienated, sold, encumbered, pledged, mortgaged or charged and are not capable of being subject to attachment or legal process for the payment of any debts or obligations of the Participant.
Amendments. The Board of Directors may amend the RSU Plan in any way, or discontinue the RSU Plan altogether, and may amend, in any way, any RSU granted under the RSU Plan at any time without the consent of a Participant, provided that such amendment shall not adversely alter or impair any RSU previously granted under the RSU Plan or any related RSU agreement, except as otherwise permitted under the RSU Plan. In addition, the Board of Directors may, by resolution, make any amendment to the RSU Plan or any RSU granted under it (together with any related RSU agreement) without shareholder approval, provided however, that the Board will not be entitled to amend the RSU Plan or any RSU granted under it without shareholder (disinterested shareholder approval if applicable) and, if applicable, TSX approval, in order to: (i) increase the maximum number of shares issuable pursuant to the RSU Plan; (ii) cancel an RSU and subsequently issue to the holder of such RSU a new RSU in replacement thereof; (iii) extend the term of an RSU, but not beyond the Expiry Date; (iv) permit the assignment or transfer of an RSU other than as provided for in the RSU Plan; (v) add to the categories of persons eligible to participate in this Plan; or (viii) in any other circumstances where TSX and shareholder approval is required by the TSX.

As of December 31, 2024, there were 156,250 RSUs issued and outstanding pursuant to the RSU Plan.

Employment Contracts and Termination and Change of Control Benefits

Certain agreements with NEOs provide for a 180-day notice requirement to terminate the agreement and severance equal to 8.33% of such NEOs annual salary in accordance with Israeli employment laws.

Omri Brill

Mr. Brill is employed as Chief Executive Officer and Chairman of the Company pursuant to an employment agreement with Podium since 2006. Mr. Brill is entitled to receive a salary of CAD 57,324 per month, and a yearly incentive bonus of up to CAD 195,910 based on achieving targeted goals of the Company's operational performance. Toronto Tel Aviv Ltd., a sole proprietorship owned by Mr. Brill, is the entity through which he receives his compensation. The agreement includes non-disclosure, non-competition, and confidentiality provisions, and restrictions on undertaking certain activities for the term of the agreement and for 12 months after termination. The agreement may be terminated by either Mr. Brill or the Company upon providing written notice of 180 days in accordance with Israeli advanced notice law, except in the case where Mr. Brill has breached his confidentiality or fiduciary duties, or under other circumstances that lawfully justify termination without severance pay. The agreement does not contain change of control, severance (other than the amounts required by law) or constructive dismissal provisions.

Roy Nevo

Mr. Nevo is employed as Chief Operating Officer of the Company pursuant to an employment agreement with Podium since 2012. Mr. Nevo is entitled to receive a salary of CAD 44,776 per month, a yearly incentive bonus of up to CAD 75,350 based on achieving targeted goals of the Company's operational performance. The agreement includes non-disclosure and non-competition clauses, confidentiality provisions, and restrictions on undertaking certain activities during the term of the agreement and for 12 months after termination. The agreement may be terminated by either Mr. Nevo or Podium upon providing written notice of 180 days in accordance with Israeli advanced notice law, except where Mr. Nevo has breached his confidentiality fiduciary duties, or under other circumstances that lawfully justify termination without severance pay. The agreement does not contain change of control, severance (other than the amounts required by law) or constructive dismissal provisions.

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Amit Konforty

Mr. Konforty is employed as Chief Financial Officer since November 10, 2023, pursuant to an employment agreement with Podium. Mr. Konforty is entitled to receive a salary of CAD 16,841 per month. The agreement includes non-disclosure, non-competition, and confidentiality provisions, and restrictions on undertaking certain activities for the term of the agreement and for 12 months after termination. The agreement may be terminated by either Mr. Konforty or Podium upon providing written notice of 60 days in accordance with Israeli advanced notice law, except in the case where Mr. Konforty has breached his confidentiality or fiduciary duties, or under other circumstances that lawfully justify termination without severance pay. The agreement does not contain change of control, severance (other than the amounts required by law) or constructive dismissal provisions.

Ronit Moll

Ms. Moll is employed as General Manager Australia and New Zealand and Chief Digital Officer pursuant to an employment agreement with Adcore Australia dated March 2020. Ms. Moll is entitled to receive a salary of CAD 23,574 per month and a yearly bonus of up to 5% of sales outside of Australia and 6.5% of sales in Australia. The agreement includes non-disclosure, non-competition, and confidentiality provisions, and restrictions on undertaking certain activities for the term of the agreement and for 12 months after termination. The agreement may be terminated by either Ms. Moll or the Company upon providing written notice of 90 days, except in the case where Ms. Moll has breached his confidentiality or fiduciary duties, or under other circumstances that lawfully justify termination without severance pay. The agreement does not contain change of control, severance (other than the amounts required by law) or constructive dismissal provisions.

Rob Reynolds

Mr. Reynolds is employed as Commercial Director pursuant to an employment agreement with Adcore Australia dated March 2020. Mr. Reynolds is entitled to receive a salary of CAD 14,211, and a yearly bonus of up to 5% of sales in APAC region. The agreement includes non-disclosure, non-competition, and confidentiality provisions, and restrictions on undertaking certain activities for the term of the agreement and for 12 months after termination. The agreement may be terminated by either Mr. Reynolds or the Company upon providing written notice of 30 days except in the case where Mr. Reynolds has breached his confidentiality or fiduciary duties, or under other circumstances that lawfully justify termination without severance pay. The agreement does not contain change of control, severance (other than the amounts required by law) or constructive dismissal provisions.

Change of Control Payment Chart

The estimated incremental payments, payables and benefits that would have been paid to the NEOs pursuant to the above noted agreements (those that have not resigned or been terminated as of the date of this Circular) in the event of termination without cause or after a Change of Control on December 31, 2024 is detailed below:

Named Executive Officer	Termination Without Cause ($)	Termination on a Change of Control ($)
Omri Brill
Salary	327,117	Nil
RSUs	Nil	Nil
Options	Nil	Nil
Bonus	Nil	Nil
Total	327,117	Nil
Roy Nevo
Salary	268,657	Nil
RSUs	Nil	Nil
Options	Nil	Nil
Bonus	Nil	Nil
Total	268,657	Nil

Named Executive Officer	Termination Without Cause ($)	Termination on a Change of Control ($)
Amit Konforty
Salary	33,682	Nil
RSUs	Nil	Nil
Options	Nil	Nil
Bonus	Nil	Nil
Total	33,682	Nil
Ronit Moll
Salary	70,722	Nil
RSUs	Nil	Nil
Options	Nil	Nil
Bonus	Nil	Nil
Total	70,722	Nil
Rob Reynolds
Salary	14,211	Nil
RSUs	Nil	Nil
Options	Nil	Nil
Bonus	Nil	Nil
Total	14,211	Nil

In this section, "Change of Control" means the acquisition by any person (person being defined as an individual, a corporation, a partnership, an unincorporated association or organization), a trust, a government or department or agency thereof and the heirs, executors, administrators or other legal representatives of an individual and an associate or affiliate of any thereof as such terms are defined in the CBCA of:

(i) shares or rights or options to acquire shares of the Company or securities which are convertible into shares of the Company or any combination thereof such that after the completion of such acquisition such persons would be entitled to exercise fifty percent (50%) or more of the votes entitled to be cast at a meeting of the shareholders of the Company;

(ii) shares or rights or options to acquire shares, or their equivalent, of any material subsidiary of the Company or securities which are convertible into shares of the material subsidiary or any combination thereof such that after the completion of such acquisition such persons would be entitled to exercise fifty percent 50% or more of the votes entitled to be cast at a meeting of the shareholders of the material subsidiary; or

(iii) more than fifty percent 50% of the material assets of the Company, including the acquisition of more than fifty percent 50% of the material assets of any material subsidiary of the Company.

Pension Disclosure

There are no pension plan benefits in place for the NEOs or the directors of the Company.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth information with respect to the value of RSUs and Options granted pursuant to the Stock Option Plan or RSU Plan to NEOs that vested during the year ended December 31, 2024:

2025 MANAGEMENT INFORMATION CIRCULAR

Name & Principal Position	Option-based awards – Value vested during year ($)	Share-Based Awards – Value Vested During Year ($)	Non-Equity Incentive Plan Compensation ($)
Omri Brill
Director and Chief Executive Officer	4,382	Nil	Nil
Roy Nevo
Director Chief Operating Officer	1,643	3,250	Nil
Amit Konforty	3,739	Nil	Nil
Ronit Moll
General Manager Australia and New Zealand	Nil	Nil	Nil
Rob Reynolds Commercial Director	Nil	Nil	Nil

Director Compensation

The following table sets forth all compensation to directors who were not NEOs during the year ended December 31, 2024:

Name	Fees Earned ($)	Share-Based Awards ($)	Option-Based Awards ($)	Annual Incentive Plans ($)	Pension Value ($)	All Other Compensation ($)	Total Compensation ($)
Ronnie Jaegermann	27,600	3,250	1,096	Nil	Nil	Nil	31,947
Sukvinder (Sokhie) Puar	27,600	3,250	1,096	Nil	Nil	Nil	31,947
Nancy Goertzen	27,600	3,250	1,096	Nil	Nil	Nil	31,947

Director Compensation – Outstanding Option Based and Share Based Awards

The following table sets forth information with respect to the Options granted pursuant to the Stock Option Plan to the non-NEO directors that were outstanding as of December 31, 2024.

Name and Position	Option-Based Awards				Share-Based Awards
	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of unexercised in-the-money options ($)	Number of Common Shares that have not vested (#)	Market Value or payout value of share-based awards that have not vested ($)	Market value or payout value of vested share-based awards not paid out or distributed ($)
Ronnie	75,000	1.29	July 5, 2025	Nil	Nil	Nil	Nil
Jaegermann, Director	25,000	0.26	August 15, 2026	Nil	Nil	Nil	Nil
	25,000	0.19	1 February, 2028	Nil	Nil	Nil	Nil
	25,000	0.19	1 February, 2028	Nil	Nil	Nil	Nil
Sukvinder (Sokhie) Puar, Director	75,000	1.29	July 5, 2025	Nil	Nil	Nil	Nil
	25,000	0.26	August 15, 2026	Nil	Nil	Nil	Nil
	25,000	0.19	1 February, 2028	Nil	Nil	Nil	Nil

2025 MANAGEMENT INFORMATION CIRCULAR

	Option-Based Awards				Share-Based Awards
Name and Position	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of unexercised in-the-money options ($)	Number of Common Shares that have not vested (#)	Market Value or payout value of share-based awards that have not vested ($)	Market value or payout value of vested share-based awards not paid out or distributed ($)
Nancy Goertzen	25,000	0.26	August 15, 2026	Nil	Nil	Nil	Nil
	25,000	0.19	1 February, 2028	Nil	Nil	Nil	Nil
	25,000	0.19	1 February, 2028	Nil	Nil	Nil	Nil

Director Compensation – Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth information with respect to the value of RSUs and Options granted pursuant to the Stock Option Plan and RSU Plan to the non-NEO directors that vested during the year ended December 31, 2024:

Name	Option-based awards – Value vested during year ($)	Share-Based Awards – Value Vested During Year ($)	Non-Equity Incentive Plan Compensation ($)
Ronnie Jaegermann	1,096	3,250	Nil
Sukvinder (Sokhie) Puar	1,096	3,250	Nil
Nancy Goertzen	1,096	3,250	Nil

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth the securities of the Company that are authorized for issuance under the equity compensation plans as of December 31, 2024.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (#)	Weighted-average exercise price of outstanding options, warrants and rights ($)	Number of securities remaining available for future issuance under equity compensation plans (#)
Equity Options approved by securityholders	7,417,471(1)	$0.3	8,373,422
Equity compensation plans not approved by securityholders	Nil	Nil	Nil
Total	7,417,471(1)	$0.3	8,373,422

Note:
(1) Composed of 7,261,221 Options and 156,250 RSUs outstanding as at the Company's year ended December 31, 2024.
(2) This figure is based on the total number of Common Shares authorized for issuance under the Stock Option Plan and RSU Plan, less the number of Options and RSUs outstanding as at the Company's year ended December 31, 2024.

INDEBTEDNESS OF DIRECTORS AND OFFICERS

No directors or officers of the Company, nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of any one of them, is or was indebted, directly or indirectly, to the Company or its subsidiaries at any time since the beginning of the financial period ended December 31, 2024.

2025 MANAGEMENT INFORMATION CIRCULAR

2025 MANAGEMENT INFORMATION CIRCULAR | 36

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No director or officer of the Company, nor any proposed nominee for election as a director of the Company, nor any other Insider of the Company, nor any associate or affiliate of any one of them, has or has had, at any time since the beginning of the financial period ended December 31, 2024, any material interest, direct or indirect, in any transaction or proposed transaction that has materially affected or would materially affect the Company.

INTEREST OF DIRECTORS AND OFFICERS IN MATTERS TO BE ACTED UPON

Except as disclosed in this Management Information Circular, no director or senior officer of the Company, nor any proposed nominee for election as a director of the Company, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting.

ADDITIONAL INFORMATION

Additional information about the Company is located on SEDAR+ at www.sedarplus.ca. Financial information is provided in the Company's financial statements and MD&A, which will be filed on SEDAR on or about March 26, 2025. The Annual Information Form will be filed on SEDAR+ on or about March 25, 2025.

Pursuant to NI 51-102, any person or company who wishes to receive financial statements from the Company may deliver a written request for such material to the Company or the Company's agent, together with a signed statement that the persons or company is the owner of securities of the Company. Shareholders who wish to receive interim financial statements are encouraged to send the enclosed mail card, together with the completed Instrument of Proxy, in the addressed envelope provided, to the Company's registrar and Transfer Agent, Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1. The Company will maintain a supplemental mailing list of persons or companies wishing to receive interim financial statements.

Shareholders may contact the Company to request copies of the financial statements and MD&A by writing to the Company's CFO, Amit Konforty, at the following address:

ADCORE INC.
100 King Street West, Suite 1600
Toronto, Ontario
M5X 1G5
DIRECTORS APPROVAL

The contents of this Management Information Circular and the sending thereof to the Shareholders of the Company have been approved by the Board.

Dated March 24, 2025

s/ "Omri Brill"
Omri Brill
Chief Executive Officer and Director

SCHEDULE "A"

AMENDED AND RESTATED STOCK OPTION PLAN

(see attached)

ADCORE INC.

AMENDED AND RESTATED STOCK OPTION PLAN

1. Purpose of the Plan

The purpose of the Plan is to provide the Participants with an opportunity to purchase Common Shares and benefit from the appreciation thereof. This proprietary interest in the Corporation will provide an increased incentive for the Participants to contribute to the future success and prosperity of the Corporation, thus enhancing the value of the Common Shares for the benefit of all the shareholders and increasing the ability of the Corporation and its Subsidiaries to attract and retain individuals of exceptional skill.

2. Defined Terms

2.1 Where used herein, the following terms shall have the following meanings (all other capitalized terms used and not defined herein shall have the meanings ascribed to them in the Toronto Stock Exchange Company Manual):

(a) “Acceleration Right” means the Participant’s right, in certain circumstances, to exercise its outstanding Option as to all or any of the Common Shares in respect of which such Option has not previously been exercised and which the Participant is entitled to exercise, including in respect of Common Shares not otherwise vested at such time;

(b) “Board” means the board of directors of the Corporation;

(c) “Business Day” means each day other than a Saturday, Sunday or statutory holiday in Ontario, Canada or Tel Aviv, Israel;

(d) “Common Shares” means the common shares in the capital of the Corporation or, in the event of an adjustment contemplated by Article 8 hereof, such shares to which a Participant may be entitled upon the exercise of an Option as a result of such adjustment;

(e) “Corporation” means Adcore Inc., and includes any successor corporation thereof;

(f) “Exchange” means the Toronto Stock Exchange or, if the Common Shares are not then listed and posted for trading on the Toronto Stock Exchange, then on any stock exchange in Canada on which such shares are listed and posted for trading or any other regulatory body having jurisdiction as may be selected for such purpose by the Board;

(g) “Exercise Notice” means the notice in writing signed by the Participant or the Participant’s legal personal representatives addressed to the Corporation specifying an intention to exercise all or a portion of the Option;

(h) “Expiry Time” means the time at which the Options will expire, being 4:00 p.m. (Toronto time) on a date to be fixed by the Board at the time the Option is granted, which date will not be more than twenty years from the date of grant;

(i) "Fair Market Value" means, for the purposes of sections 4.5 and 9.4 hereof, at any date in respect of the Common Shares, the closing price of the Common Shares as reported by the Exchange on the last trading day immediately preceding such date or, if the Common Shares are not listed on any stock exchange, a price determined by the Board;

(j) "Insider" has the meaning ascribed thereto in the Toronto Stock Exchange Company Manual;

(k) "Option" means an option to purchase Common Shares from treasury granted by the Corporation to a Participant, subject to the provisions contained herein;

(l) "Option Price" means the price per share at which Common Shares may be purchased under the Option, as the same may be adjusted herein;

(m) "Participants" means the directors, officers and employees of, and consultants to, the Corporation or its Subsidiaries, as defined by the relevant Exchange, and, subject to compliance with the applicable requirements of the Exchange, the Personal Holding Companies of such persons, to whom an Option has been granted by the Board pursuant to the Plan and which Option or a portion thereof remains unexercised;

(n) "Personal Holding Company" means a company of which 100% of the voting shares are beneficially owned, directly or indirectly, by a director, officer or employee of, or consultant to, the Corporation or its Subsidiaries and such entity shall be bound by the Plan in the same manner as if the Options were held directly;

(o) "Plan" means this stock option plan of the Corporation, as the same may be amended or varied from time to time;

(p) "Subsidiary" means any corporation that is a subsidiary of the Corporation, as such term is defined under the Canada Business Corporations Act, as such provision is from time to time amended, varied or re-enacted, or a "related entity" as defined in section 2.22 of National Instrument 45-106; and

(q) "Take-Over Bid" has the meaning ascribed thereto in the Securities Act (Ontario), as such provision is from time to time amended, varied or re-enacted.

3. Administration of the Plan

3.1 The Board shall administer this Plan. Options granted under the Plan shall be granted in accordance with determinations made by the Board pursuant to the provisions of the Plan as to: (a) the Participants to whom and the time or times at which the Options will be granted; (b) the number of Options to be granted; (c) any vesting provisions attaching to the Option; and (d) the terms and provisions of the respective stock option

agreements, provided however, that each director, officer, employee or consultant shall have the right not to participate in the Plan and any decision not to participate therein shall not affect the employment by or engagement with the Corporation. The Board shall ensure that Participants under the Plan are eligible to participate under the Plan, and, if required by the Exchange, shall represent and confirm that the Participant is a bona fide employee, consultant or management company employee (as defined in the policies of the Exchange).

3.2 The Board may, from time to time, adopt such rules and regulations for administering the Plan as it may deem proper and in the best interests of the Corporation and may, subject to applicable law, delegate its powers hereunder to administer the Plan to a committee of the Board (the "Committee"). The Committee shall be comprised of two or more members of the Board who shall serve at the pleasure of the Board. Vacancies occurring on the Committee shall be filled by the Board.

3.3 The Committee (or the Board where the Committee has not been constituted) shall have the power to delegate to any member of the Board or officer so designated (the "Administrator"), the power to determine which Participants are to be granted Options and to grant such Options, the number of Common Shares purchasable under each Option, the Option Price and the time or times when and the manner in which Options are exercisable, and the Administrator shall make such determinations in accordance with the provisions of this Plan and with applicable securities and stock exchange regulatory requirements, subject to final approval by the Committee or Board.

4. Granting of Option

4.1 Participants may be granted Options from time to time. The grant of Options will be subject to the conditions contained herein and may be subject to additional conditions determined by the Board from time to time. Each Option granted hereunder shall be evidenced by an agreement in writing, signed on behalf of the Corporation and by the Participant, in such form as the Board shall approve from time to time. Each such agreement shall recite that it is subject to the provisions of this Plan.

4.2 The aggregate number of Common Shares of the Corporation allocated and made available to be granted to Participants under the Plan will be fixed at 25% of the issued and outstanding Common Shares of the Corporation as at the date hereof and will not exceed 15,790,893 Common Shares. Common Shares in respect of which Options are cancelled, expire or otherwise terminate for any reason without having been exercised, for any reason, shall be available for subsequent Option grants under the Plan. No fractional shares may be purchased or issued hereunder.

4.3 The Corporation shall at all times, during the term of the Plan, reserve and keep available such number of Common Shares as will be sufficient to satisfy the requirements of the Plan.

4.4 Any grant of Options under the Plan shall be subject to the following restrictions:

(a) the aggregate number of Common Shares reserved for issuance pursuant to Options granted to any one Participant, other than a consultant, in any 12 month period may not exceed 5% of the Corporation's total issued and outstanding Common Shares at the date of grant, unless disinterested shareholder approval is obtained;

(b) no more than 2% of the total issued and outstanding Common Shares at the time of grant may

be granted to any one consultant without the consent of the Exchange; and

(c) no more than an aggregate of 2% of the total issued and outstanding Common Shares at the time of grant may be granted to all persons retained by the Corporation to conduct Investor Relations Activities in any 12 month period without the consent of the Exchange.

4.5 Provided that the Corporation is listed on the Exchange and is in compliance with applicable Exchange requirements, the Board may grant Options which allow a Participant to elect to exercise its Option on a "cashless basis", whereby the Participant, instead of making a cash payment for the aggregate exercise price, shall be entitled to be issued such number of Common Shares equal to the number which results when: (i) the difference between the aggregate Fair Market Value of the Common Shares underlying the Option and the aggregate exercise price of such Option is divided by (ii) the Fair Market Value of each Common Share.

4.6 All Options granted pursuant to this Plan shall be subject to rules and policies of the Exchange and any other regulatory body having jurisdiction.

4.7 A Participant who has been granted an Option may, if otherwise eligible, and if permitted under the policies of the Exchange, be granted an additional Option if the Board so determines.

5. Option Price

5.1 Subject to applicable Exchange approval, the Option Price shall be fixed by the Board and announced as at the time the Option is granted to a Participant. In no event shall the Option Price be less than the closing price per Common Share on the Exchange on the last trading day preceding the date of grant on which there was a closing price or, if the Common Shares are not listed on any stock exchange, a price determined by the Board.

5.2 Once the Option Price has been determined by the Board and the Option has been granted, if the Participant is an Insider, the Option Price may only be reduced if disinterested shareholder approval is obtained; provided that such disinterested shareholder approval is then a requirement of the Exchange or other regulatory body having jurisdiction.

5.3 In no case will an Option be exercisable at an Option Price less than the minimum prescribed by the Exchange and/or the applicable regulatory authorities that would apply to the award of the Option in question.

6. Term of Option

6.1 The term of the Option shall be a period of time fixed by the Board, not to exceed twenty years from the date of grant. Unless the Board determines otherwise, Options shall be exercisable in whole or in part at any time during this period in accordance with such vesting provisions, conditions or limitations (including applicable hold periods) as are herein contained or as the Board may from time to time impose, or as may be required by the Exchange or under applicable securities law.

6.2 Each Option and all rights thereunder shall be expressed to expire at the Expiry Time, but shall be

subject to earlier termination in accordance with Section 11 hereof.

6.3 Subject to any specific requirements of the Exchange, the Board shall determine the vesting period or periods within the Option term, during which a Participant may exercise an Option or a portion thereof.

6.4 In addition to any resale restriction under securities laws, an Option may be subject to a four month Exchange hold period commencing on the date the Option is granted.

6.5 Except in the case of a Participant’s Option that terminates pursuant to section 11.4 below, in the event that the term of any Option expires within or immediately following a “blackout period” imposed by the Corporation, the Option shall expire on the date (the “Blackout Expiration Date”) that is ten Business Days following the end of such blackout period. The Blackout Expiration Date shall not be subject to the discretion of the Board.

7. Exercise of Option

7.1 Subject to the provisions of the Plan and the terms of any stock option agreement, an Option or a portion thereof may be exercised, from time to time, by delivery of the Exercise Notice to the Corporation’s principal office in Toronto, Ontario. The Exercise Notice shall state the intention of the Participant or the Participant’s legal personal representative to exercise the said Option or a portion thereof and specify the number of Common Shares in respect of which the Option is then being exercised, and shall be accompanied by the full purchase price of the Common Shares which are the subject of the exercise. Such Exercise Notice shall contain the Participant’s undertaking to comply, to the satisfaction of the Corporation, with all applicable requirements of the Exchange and any applicable regulatory authorities.

8. Adjustments in Shares

8.1 If the outstanding shares of the Corporation are increased, decreased, changed into or exchanged for a different number or kind of shares or securities of the Corporation through a re-organization, plan of arrangement, merger, re-capitalization, re-classification, stock dividend, subdivision or consolidation, an appropriate and proportionate adjustment shall be made by the Board, in its discretion, in the number or kind of shares optioned and the exercise price per share with respect to: (a) previously granted and unexercised Options or portions thereof; and (b) Options which may be granted subsequent to any such change in the Corporation’s capital.

8.2 Determinations by the Board as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. The Corporation shall not be obligated to issue fractional securities in satisfaction of any of its obligations hereunder.

9. Accelerated Vesting

9.1 In the event that certain events such as a liquidation or dissolution of the Corporation or a re-organization, plan of arrangement, merger or consolidation of the Corporation with one or more corporations,

as a result of which the Corporation is not the surviving corporation, or the sale by the Corporation of all or substantially all of the property and assets of the Corporation to another corporation prior to the Expiry Time, are proposed or contemplated, the Board may, notwithstanding the terms of this Plan or any stock option agreements issued hereunder, exercise its discretion, by way of resolution, to permit accelerated vesting of Options on such terms as the Board sees fit at that time. If the Board, in its sole discretion, determines that the Common Shares subject to any Option granted hereunder shall vest on an accelerated basis, all Participants entitled to exercise an unexercised portion of Options then outstanding shall have the right at such time, upon written notice being given by the Corporation, to exercise such Options to the extent specified and permitted by the Board and within the time period specified by the Board, which shall not extend past the Expiry Time.

9.2 An Option may provide that whenever the Corporation’s shareholders receive a Take-Over Bid and the Corporation supports this bid, pursuant to which the “offeror” would, as a result of such Take-Over Bid being successful, beneficially own in excess of 50% of the outstanding Common Shares, the Participant may exercise the Acceleration Right. The Acceleration Right shall commence on the date of the mailing of the Board circular recommending acceptance of the Take-Over Bid and end on the earlier of:

(a) the Expiry Time; and

(b) (i) in the event the Take-Over Bid is unsuccessful, the expiry date of the Take-Over Bid; and (ii) in the event the Take-Over Bid is successful, the tenth (10th) day following the expiry date of the Take-Over Bid.

9.3 At the time of the termination of the Acceleration Right, the original vesting terms of the Options shall be reinstated with respect to the Common Shares issuable thereunder which were not acquired by the holders of such Options pursuant to the terms thereof. Notwithstanding the foregoing, the Acceleration Right may be extended for such longer period as the Board may resolve.

9.4 Provided that the Corporation is listed on the Exchange and is in compliance with applicable Exchange requirements, the Corporation may satisfy any obligations to a Participant hereunder by paying to the Participant in cash the difference between the exercise price of all unexercised Options granted hereunder and the Fair Market Value of the Common Shares to which the Participant would be entitled upon exercise of all unexercised Options, regardless of whether all conditions of exercise relating to continuous employment have been satisfied.

Decisions of the Board

All decisions and interpretations of the Board respecting the Plan or Options granted thereunder shall be conclusive and binding on the Corporation and the Participants and their respective legal personal representatives and on all directors, officers, employees and consultants of the Corporation who are eligible to participate under the Plan.

Ceasing to be a Director, Officer, Employee or Consultant

11.1 Subject to the terms of the applicable stock option agreements and subject to section 11.4 hereof, in the event of the Participant ceasing to be a director, officer, employee or consultant of the Corporation or a Subsidiary for any reason other than death, including the resignation or retirement of the Participant or the termination by the Corporation or a Subsidiary of the employment of the Participant, prior to the Expiry Time, such Option (including an Option held by a Participant’s Personal Holding Company) may be exercised as to such Common Shares in respect of which the Option has not previously been exercised (and as the Participant would have been entitled to exercise) at any time up to and including (but not after) the earlier of: (a) the Expiry Time; and (b) a date that is ninety (90) days (or such other period as may be determined by the Board, provided that such period is not more than one year) following the effective date of such resignation or retirement or a date that is ninety (90) days (or such other period as may be determined by the Board, provided that such period is not more than one year) following the date notice of termination of employment is given by the Corporation or a Subsidiary, whether such termination is with or without reasonable notice, and subject to such shorter period as may be otherwise specified in the stock option agreement, after which date the Option shall forthwith expire and terminate and be of no further force or effect whatsoever.

11.2 In consideration of the Option hereby granted, in the event of the resignation or retirement of the Participant or the termination of employment by the Corporation without cause, the Participant hereby covenants not to sue the Corporation for damages arising from the loss of rights granted hereunder and releases the Corporation from any damages.

11.3 Notwithstanding the foregoing, in the event of termination for cause or as a result of an order of the Ontario Securities Commission, the Exchange or any regulatory body having jurisdiction to so order, such Options (including any Options held by a Participant’s Personal Holding Company) shall expire and terminate immediately on the date the Participant ceases to be a director, officer, employee or consultant of the Corporation or a Subsidiary and shall be of no further force or effect whatsoever as to the Common Shares in respect of which an Option has not previously been exercised.

11.4 In the event of the death of a Participant on or prior to the Expiry Time, such Option (including an Option held by a Participant’s Personal Holding Company) may be exercised as to such of the Common Shares in respect of which such Option has not previously been exercised (and as the Participant would have been entitled to purchase), by the legal personal representatives of the Participant at any time up to and including (but not after) a date one (1) year from the date of death of the Participant, after which date the Option shall forthwith expire and terminate and be of no further force or effect whatsoever.

11.5 Options shall not be affected by any change of employment of the Participant where the Participant continues to be employed by the Corporation or any of its Subsidiaries.

Transferability

All benefits, rights and options accruing to any Participant in accordance with the terms and conditions of the Plan shall not be transferable or assignable unless specifically provided herein or to the extent, if any, permitted by the Exchange. All certificates representing options will be so legended, provided, however, that the legal personal representatives of the Participant may exercise the Options prior to the Expiry Time.

Amendment or Discontinuance of Plan

(a) The approval of the Board and the requisite approval from the Exchange and the shareholders shall be required for any of the following amendments to be made to the Plan:

(i) any increase to the fixed maximum percentage of Common Shares issuable under the Plan;

(ii) a reduction in the exercise price or purchase price of an Option (other than for standard anti-dilution purposes) held by or benefiting an Insider;

(iii) an increase in the maximum number of Common Shares that may be issued to Insiders within any one year period or that are issuable to Insiders at any time;

(iv) an extension of the term of an Option held by or benefiting an Insider;

(v) any change to the definition of “Participants” which would have the potential of broadening or increasing Insider participation;

(vi) the addition of any form of financial assistance;

(vii) any amendment to a financial assistance provision which is more favourable to Participants;

(viii) the addition of a deferred or restricted share unit or any other provision which results in Participants receiving securities while no cash consideration is received by the Corporation; and

(ix) any other amendments that may lead to significant or unreasonable dilution in the Corporation’s outstanding securities or may provide additional benefits to Participants, especially Insiders, at the expense of the Corporation and its existing shareholders.

(b) The Board may, without shareholder approval but subject to receipt of requisite approval as required by the Exchange, in its sole discretion make all other amendments to the Plan that are not of the type contemplated in subsection 13(a) above including, without limitation:

(i) amendments of a housekeeping nature;

(ii) a change to the vesting provisions of an Option or the Plan; and

(iii) a change to the termination provisions of an Option or the Plan which does not entail an extension beyond the original expiry date, except as contemplated in Section 6.5 above.

Participants' Rights

14.1 A Participant shall not have any rights as a shareholder of the Corporation until the issuance of a certificate for Common Shares upon the exercise of an Option or a portion thereof, and then only with respect to the Common Shares represented by such certificate or certificates.

14.2 Nothing in the Plan or any Option shall confer upon any Participant any rights to continue in the employ of the Corporation or any Subsidiary or affect in any way the right of the Corporation or any such Subsidiary to terminate the employment of the Participant at any time; nor shall anything in the Plan or any Option be deemed or construed to constitute an agreement, or an expression of intent, on the part of the Corporation or any such Subsidiary to extend the employment of any Participant beyond the time such Participant would normally retire pursuant to the provisions of any present or future retirement plan of the Corporation or any Subsidiary, or beyond the time at which he would otherwise be retired pursuant to the provisions of any contract of employment with the Corporation or any Subsidiary.

Approvals

15.1 The Plan shall be subject, if applicable, to the approval of the Exchange or other regulatory body having jurisdiction at that time and, if so required thereby, to the approval of the shareholders of the Corporation.

15.2 Any Options granted prior to such approval and acceptance shall be conditional upon such approval and acceptance being given and no such Options may be exercised unless such approval and acceptance is given.

Government Regulation

16.1 The Corporation’s obligation to issue and deliver Common Shares under any Option is subject to:

(a) the satisfaction of all requirements under applicable securities laws in respect thereof and obtaining all regulatory approvals as the Corporation shall determine to be necessary or advisable in connection with the authorization, issuance or sale thereof;

(b) the admission of such Common Shares to listing on any stock exchange on which such Common Shares may then be listed; and

(c) the receipt from the Participant of such representations, warranties, agreements and undertakings as to future dealings in such Common Shares as the Corporation determines to be necessary or advisable in order to safeguard against the violation of the securities laws of any jurisdiction.

16.2 In this regard, the Corporation shall take all reasonable steps to obtain such approvals and registrations as may be necessary for the issuance of such Common Shares and for the listing of such Common Shares on the Exchange, in compliance with applicable securities laws. If any shares cannot be issued to any Participant for whatever reason, the obligation of the Corporation to issue such shares shall terminate and the Option Price paid to the Corporation will be returned to the Participant.

Termination of the Option Plan

The Option Plan may be terminated by the Board at any time, but such termination will not alter the terms and conditions of any Options awarded prior to the date of such termination. Any Options outstanding when the Option Plan is terminated will remain in effect until they are exercised or expire or are otherwise terminated in accordance with the provisions of the Option Plan.

Tax Withholding and Procedures

Notwithstanding anything else contained in this Plan, the Corporation may, from time to time, implement such procedures and conditions as it determines appropriate with respect to the withholding and remittance of taxes imposed under applicable law, or the funding of related amounts for which liability may arise under such applicable law. Without limiting the generality of the foregoing, a Participant who wishes to exercise and Option must, in addition to following the procedures set out in this Plan, and as a condition of exercise: (a) deliver a certified cheque, wire transfer or bank draft payable to the Corporation for the amount determined by the Corporation to be the appropriate amount on account of such taxes or related amounts; or (b) otherwise ensure, in a manner acceptable to the Corporation (if at all) in its sole and unfettered discretion, that the amount will be securely funded.

Costs

The Corporation shall pay all costs of administering the Plan.

Interpretation

This Plan shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

Compliance with Applicable Law

If any provision of the Plan or any Option contravenes any law or any order, policy, bylaw or regulation of any regulatory body or the Exchange, then such provision shall be deemed to be amended to the extent required to bring such provision into compliance therewith.

Effective Date

The effective date of this Plan is ●, 2025.

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ADCORE Inc. — Proxy Solicitation & Information Statement 2025

47658_rns_2025-04-01_1b4e9774-cceb-46cf-bc05-e3ec313f8fd6.pdf

ADCORE

TABLE OF CONTENTS

TABLE OF CONTENTS

GLOSSARY OF DEFINED TERMS

Date of Information and Currency Presentation

APPOINTMENT AND REVOCATION OF PROXIES

Appointment of a Proxy

Revoking a Proxy

Voting of Proxies

Advice to Beneficial Shareholders

RECORD DATE AND QUORUM

VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

PARTICULARS OF MATTERS TO BE ACTED UPON

1. Financial Statements

2. Appointment of Auditors

3. Fixing the Number of Directors

4. Election of Directors

Notes:

Corporate Cease Trade Orders or Bankruptcies

Majority Voting Policy

5. Approval of Amended and Restated Stock Option Plan

6. Approval of Amendment to the Expiry Date of Certain Options Granted to Certain Insiders

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Independence

Management Supervision by the Board

Public Company Board Memberships

Compensation Committee

Nominating Committee

Position Descriptions

Board-Level Position Descriptions

Chair of the Board

Chair of Board Committees

CEO Position Description

Lead Director Position Description

Orientation and Continuing Education

Ethical Business Conduct

Code of Conduct

Conflicts of Interest

Other Policies

Nomination of Directors

Compensation

Assessments

Director Term Limits and Other Mechanisms of Board Renewal

Gender Diversity

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

Compensation Philosophy and Objectives

Role of Management

Elements of Executive Compensation

Base Salary

Equity Participation

Bonus Payments

Risks of Compensation Policies and Practices

Purchase of Financial Instruments

Performance Graph

Compensation Governance

Summary Compensation Table

Stock Options and Other Incentive Plans

Stock Option Plan, Restricted Share Unit Plan and Omnibus Incentive Plan

Stock Option Plan

RSU Plan

Employment Contracts and Termination and Change of Control Benefits

Omri Brill

Roy Nevo

Amit Konforty

Ronit Moll

Rob Reynolds

Change of Control Payment Chart

Pension Disclosure

Incentive Plan Awards – Value Vested or Earned During the Year

Director Compensation

Director Compensation – Outstanding Option Based and Share Based Awards

Director Compensation – Incentive Plan Awards – Value Vested or Earned During the Year

Securities Authorized for Issuance under Equity Compensation Plans

INDEBTEDNESS OF DIRECTORS AND OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

ADCORE Inc. Proxy Solicitation & Information Statement 2025