ADCORE Inc. — Capital/Financing Update 2021

Jun 21, 2021

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 — Name and Address of Company

Adcore Inc. (the “ Company ” or “ Adcore ” ) 100 King St W Suite 1600 Toronto, Ontario M5X 1G5

Item 2 — Date of Material Change

June 17, 2021

Item 3 — News Release

Press releases disclosing the material change were released June 9, 2021, June 11, 2021 and June 17, 2021 through the services of Accesswire and filed on the Company ’ s SEDAR profile.

Item 4 — Summary of Material Change

On June 9, 2021, Adcore announced the filing of a preliminary prospectus supplement (the “ Preliminary Supplement ” ) to its short form base shelf prospectus dated May 11, 2021 (the “ Base Prospectus ” ) in connection with a marketed offering (the “ Offering ” ) of units of the Company ( “ Units ” ).

On June 11, 2021, Adcore filed a Prospectus Supplement (the “ Prospectus Supplement ” and together with the Preliminary Supplement and the Base Prospectus, the “ Prospectuses ” ) to the Base Prospectus that included the pricing and terms of the Offering. The Company also announced it had entered into an underwriting agreement (the “ Underwriting Agreement ” ) with a syndicate of underwriters in connection with the Offering. Canaccord Genuity Corp. was announced as the lead underwriter in a syndicate that included Echelon Wealth Partners Inc., Roth Canada, ULC and Haywood Securities Inc. (the “ Underwriters ” ).

On June 17, 2021, Adcore announced the closing of the Offering for aggregate gross proceeds of C$4,123,000 through the sale of 3,100,000 Units at a price of $1.33 per Unit.

Item 5 — Full Description of Material Change

5.1 — Full Description of Material Change

On June 9, 2021, Adcore announced the filing of the Preliminary Supplement to its Base Prospectus in connection with the Offering of its Units.

On June 11, 2021, Adcore announced that it had filed the Prospectus Supplement that included the pricing and terms of the Offering. The Offering was announced at a price of $1.33 per Unit through the sale of 3,100,000 Units for gross proceeds of C$4,123,000. The Company also announced that it had entered into an Underwriting Agreement with the Underwriters and that it granted the Underwriters of the Offering an over-allotment option to purchase additional Units, Common Shares and/or Warrants,

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or any combination thereof, up to 15% of the Offering, exercisable for a period of 30 days following closing of the Offering.

Each Unit is comprised of one common share in the capital of the Company (a “ Common Share ” ) and one half of one common share purchase warrant, with each full warrant (a “ Warrant ” ) entitling the holder thereof to purchase one Common Share at an exercise price of $1.80 for a period of 24 months following the closing of the Offering. The Prospectuses were filed with the securities regulatory authorities in each of the provinces and territories of Canada. The Offering was conducted in each of the provinces and territories of Canada, other than Quebec, and in the United States by way of a private placement pursuant to exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended, and applicable U.S. state securities laws.

On June 17, 2021, Adcore announced the closing of the Offering of 3,100,000 Units at a price of $1.33 per Unit for aggregate gross proceeds of C$4,123,000.

Adcore received approval to have the Warrants listed for trading on the Toronto Stock Exchange, subject to compliance with certain standard listing conditions. The Common Shares and Warrants trade under the symbols “ ADCO ” and “ ADCO.WT ” , respectively.

The Company intends to use the net proceeds of the Offering sales and marketing, research and development and general corporate purposes, as more particularly described in the Prospectuses.

In connection with the Offering, the Company has issued 217,000 compensation warrants (the “ Compensation Warrants ” ) to the Underwriters. Each Compensation Warrant is exercisable to acquire one Common Share at an exercise price of $1.33 for a period of 24 from the closing of the Offering, subject to adjustment in certain events.

5.2 — Disclosure for Restructuring Transactions

Not applicable.

Item 6 — Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 — Omitted Information

Not applicable.

Item 8 — Executive Officer

Omri Brill Chief Executive Officer Tel: 647-497-5337

Item 9 — Date of Report

June 21, 2021