NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
TORONTO, ON / ACCESSWIRE / June 17, 2021 / Adcore Inc. ("Adcore" or the "Company") (TSX:ADCO)(FSE:ADQ), a leading e-commerce advertising management and automation platform to leverage digital marketing in an effortless and accessible way ("Effortless Advertising"), is pleased to announce that it closed today its previously announced marketed offering (the "Offering") of units (the "Units") of the Company. The Company issued 3,100,000 Units at $1.33 per Unit (the "Offering Price") for gross proceeds of $4,123,000.
Each Unit consists of one common share of the Company (a "Common Share") and one-half of one common share purchase warrant (each whole purchase warrant, a "Warrant"). Each Warrant is exercisable into one Common Share for a period of 24 months from the closing of the Offering at an exercise price of $1.80, subject to adjustment in certain events. The Warrants will begin trading on the Toronto Stock Exchange today under the symbol "ADCO.WT".
The Offering was completed through a syndicate of underwriters led by Canaccord Genuity Corp. as sole bookrunner, and including Echelon Wealth Partners Inc., Roth Canada, ULC and Haywood Securities Inc. (collectively, the "Underwriters").
The Offering was made by way of a prospectus supplement dated June 11, 2021 to the Company's existing short form base shelf prospectus dated May 10, 2021 (collectively, the "Prospectus"). The Prospectus has been filed with the securities commissions in each of the provinces and territories of Canada, and is available on SEDAR at www.sedar.com.
The Company expects to use the net proceeds from the Offering for sales and marketing, research and development and general corporate purposes, as more particularly described in the Prospectus.
The Company has granted the Underwriters an option (the "Over-Allotment Option") to cover over-allotments and for market stabilization purposes, exercisable at any time up to 30 days subsequent to the closing of the Offering, to purchase up to an additional 465,000 Units on the same terms and conditions of the Offering, for additional gross proceeds of up to $618,450. The Over-Allotment Option is exercisable to acquire Units, Common Shares and/or Warrants comprising the Units (or any combination thereof) at the discretion of the Underwriters. 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.
No securities regulatory authority has either approved or disapproved of the contents of this press release. The Units, Common Shares and Warrants have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws. Accordingly, the securities described herein may not be offered or sold within the United States or to, or for the account or benefit of, a person in the "United States" or a "U.S. person" (as such terms are defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from those registration requirements. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of Adcore in any jurisdiction in which such offer, solicitation or sale would be unlawful.
ABOUT ADCORE
Adcore is empowering entrepreneurs, advertisers, and the future of e-commerce through its advertising management and automation platform. By combining extensive industry knowledge and experience with its proprietary artificial intelligence engine, Adcore offers a unique digital marketing solution that empowers entrepreneurs and advertisers by managing and automating their e-commerce store advertising, and monitoring and analyzing the performance of their advertising budget to ensure maximum Return on Investment. In addition to being named numerous times on Deloitte's Fast 50 Technology list, Adcore is a certified Google Premier Partner, Microsoft Partner, Facebook Partner and TikTok Partner.
Established in 2006, the Company employs over fifty people in its headquarters in Tel Aviv, Israel and satellite offices in Toronto, Canada, Melbourne, Australia, Hong Kong and Shanghai, China.
For more information about Adcore, please visit https://www.adcore.com/investors/
FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking statements, including statements about the Company, the terms of the offering, including the use of the net proceeds of the Offering. Wherever possible, words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential" or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward looking statements. These statements reflect management's current beliefs and are based on information currently available to management as at the date hereof.
Forward-looking statements involve significant risk, uncertainties, and assumptions. Many factors could cause actual results, performance, or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully, and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.
A more complete discussion of the risks and uncertainties facing the Company appears in the Preliminary Supplement and the Base Shelf Prospectus, and in the Company's Annual Information Form and other continuous disclosure filings, which are available on SEDAR at www.sedar.com. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements as a result of new information or future events, or for any other reason.
For further information please contact:
ADCORE INC.
https://www.adcore.com/investors/
| Martijn van den Bemd, GM North America | U.S. Investor Relations John Nesbett/Jennifer Belodeau IMS Investor Relations | Canada Investor Relations Virtus Advisory Group |
| Telephone: 647-497-5337 | Telephone: 203-972-9200 | Telephone: 416-644-5081 |
| Email: martijn@adcore.com | Email:jnesbett@imsinvestorrelations.com | Email: info@virtusadvisory.com |
SOURCE: Adcore Inc.
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