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ADCORE Inc. Regulatory Filings 2021

Jul 27, 2021

47658_rns_2021-07-27_01e70e1a-6613-42c7-bc7f-0197510871ed.pdf

Regulatory Filings

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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

July 27, 2021

Item 3 — News Release

A press releases disclosing the material change was released July 27, 2021 through the services of Accesswire and filed on the Company ’ s SEDAR profile.

Item 4 — Summary of Material Change

On July 27, 2021, Adcore announced the appointment of Oded Orgil as an independent director of the Company.

Item 5 — Full Description of Material Change

5.1 — Full Description of Material Change

On July 27, 2021, Adcore announced the appointment of Oded Orgil as an independent director of the Company. Mr. Orgil replaces Jason Saltzman as a director who resigned as a director on July 27, 2021.

Mr. Orgil will also serve on a reconstituted audit committee of the Company together with Mr. Ronnie Jaegermann (Chair) and Mr. Sokhie Puar all of whom are independent directors for purposes of NI 52110. The audit committee was reconstituted on July 27, 2021.

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

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Tel: 647-497-5337

Item 9 — Date of Report

July 27, 2021