Adcore : Management Discussion and Analysis

Adcore Inc.

MANAGEMENT`S DISCUSSION AND ANALYSIS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

Dated March 14, 2022

100 King St W Suite 1600 Toronto, Ontario M5X 1G5 https://www.adcore.com/

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Adcore Inc.

Management's Discussion and Analysis for the years ended December 31, 2021 and 2020

This management's discussion and analysis ("MD&A") relates to the operating results and financial position and cash flows of Adcore Inc. (the "Company" or "Adcore") and its wholly owned subsidiaries (the "Subsidiaries") Podium Advertising Technologies Ltd., ("Podium"), Adcore Australia Pty., ("Adcore AU") Adcore US Inc. ("Adcore US"), Amphy EdTech Ltd., ("Amphy") and Adcore East Limited ("Adcore East"), which holds Adcore China ("Adcore CH"), as of and for the years ended December 31, 2021 and 2020. This analysis should be read in conjunction with the annual consolidated financial statements of the Company as at and for the years ended December 31, 2021 and 2020 (the "Consolidated Financial Statements"). The Consolidated Financial Statements include the accounts of the Company and the Subsidiaries, and all inter- company balances and transactions have been eliminated on consolidation. For the avoidance of doubt, any reference to the Company in this MD&A fully incorporates and includes any subsidiary of the Company and/or any other future subsidiary of the Company.

The Consolidated Financial Statements of the Company, and extracts of those financial statements provided in this MD&A in accordance with International Financial Reporting Standards ("IFRS"). References to the symbol "CAD$" mean the Canadian dollar. References to the symbol "NIS" mean the New Israeli Shekel, the official currency of Israel. Except as otherwise set out herein, all amounts expressed herein are in thousands of United States dollars, denominated by "$" or "US$", the functional currency of the Company. As a result of the rounding of dollar differences, certain total dollar amounts in this MD&A may not add exactly to their constituent amounts. Throughout this MD&A, percentage changes are calculated using numbers rounded as they appear. Readers are cautioned that this MD&A contains certain forward-looking information. Please see the "Forward Looking Statements" section which follows.

The information in this report is dated as of March 14, 2022.

FORWARD-LOOKING STATEMENTS

This MD&A contains "forward looking statements" that reflect the Company's current expectations and projections about its future results. When used in this MD&A, forward looking statements can be identified by the use of words such as "may", or by such words as "will", "intend", "believe", "estimate", "consider", "expect", "anticipate", and "objective" and similar expressions or variations of such words. Forward looking statements are, by their nature, not guarantees of the Company's future operational or financial performance and are subject to risks and uncertainties and other factors that could cause the Company's actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. No representation or warranty is intended with respect to anticipated future results, or that estimates or projections will be sustained.

In developing the forward-looking statements in the MD&A, the Company has applied several material assumptions, including the availability of financing on reasonable terms, the Company's ability and general business and economic conditions. However, considering the ongoingly changing circumstances related to the COVID-19 pandemic, it is difficult to predict how significant the adverse impact of this pandemic will be on the global economy, the business, operations and financial position of the Company's clients and the business, operations, and financial position of the Company. Many risks, uncertainties and other factors could cause the actual results of the Company to differ materially from the results, performance, achievements or developments expressed or implied by such forward-looking statements. These risks, uncertainties and other factors include, but are not limited to the following: overall economic conditions, rapid technological changes, demand for the Company's products or services, the introduction of competing technologies, competitive pressures, network restrictions, fluctuations in foreign currency exchange rates, and other similar factors that may cause the actual results, performance or achievements to differ materially from those expressed or implied in these forward- looking statements. In addition, the effects of COVID-19, including the duration, spread and severity of this pandemic, create additional risks and uncertainties for the Company. Specifically, the impact of COVID-19 and government authorities' related responses may affect the Company's actual results, performance, and the safety of the Company's employees worldwide.

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Adcore Inc.

Management's Discussion and Analysis for the years ended December 31, 2021 and 2020

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the MD&A or as of the date otherwise specifically indicated herein. Due to risks and uncertainties, including the risks and uncertainties elsewhere in this MD&A, actual events may differ materially from current expectations. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements contained in the MD&A are expressly qualified in their entirety by this cautionary statement.

OVERVIEW

Adcore is a digital advertising technology company. Using machine learning artificial intelligence ("AI") technology, Adcore's suite of software-as-a-service ("SaaS") products provide digital advertisers with smart algorithm-powered automation tools and reporting and analytics in order to help them improve online advertising effectiveness, maximize their return on advertising investment, and scale-up their digital campaigns. Adcore's customers include customers from Asia-Pacific, Europe, the Middle East, and North America, including enterprise companies, and small- and medium-sized businesses.

Adcore's technology developers use machine learning, the branch of AI involving systems that learn from data. Large volumes of data are gathered, and Adcore's proprietary learning algorithms are designed to generalize from that data to other cases of interest. Rapidly shifting data combined with a large volume of data requires training algorithms which are the foundation of Adcore's search engine marketing platform.

Adcore offers its four SaaS solutions under one scalable cloud-based platform, the Adcore Marketing Cloud ("AMC"). SEMDOC² provides advertisers a powerful account auditing solution, utilizing both machine learning and smart algorithms to formulate 52 key insights and metrics on the account and campaign level. SEMDOC²'s powerful visual dashboard gives advertisers a clean and simple user interface to pin-point exact areas of weakness and missed opportunities - guiding them to superior results. Adcore VIEWS is a search automation solution which provides advertisers with a powerful algorithm bid management feature, which utilizes both machine learning and historical data which optimize and manage advertisers' campaigns in the most efficient manner, ensuring their targets are met as effectively as possible. Adcore VIEWS also gives its users the ability to create and automate their own rule based campaign management machine, which runs according to each users specified needs. FEEDITOR offers advertisers online shopping automation capabilities. From its ability to automate over one million campaigns to its inventory plug-in, FEEDITOR ensures that advertisers' ads are always up-to-date and in sync with their inventory. FEEDITOR uses machine learning algorithms to ensure that ads are seen at the right place, at the right time, for the right amount of money. Altogether, the Adcore Technology suite combines the industry's leading automation and machine-learning - in order to ensure that advertisers reach the highest return on investment and scale in the most effective manner. Effortless Marketing is a holistic marketing solution for Shopify store owners from feed creation and submission to smart campaign creation and performance tracking. Effortless Marketing makes it easy to promote products on Google, Facebook & Microsoft, among others and target shoppers searching for products. The innovative solution is fully customizable and allows store owners to select feed criteria, create ad campaigns, track ad performance and adjust budgeting. The app is a multi-country,multi-currency solution that enables advertisers to maximize product sales at their store by tracking traffic and sales for their digital marketing campaigns, with the option to adjust budgets and goals without leaving the App.

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Adcore Inc.

Management's Discussion and Analysis for the years ended December 31, 2021 and 2020

RESULTS OF OPERATIONS

Summary of quarterly results (in thousands of US$):

	December September	June 30,	March 31, December	September	June	March
	31, 2021	30, 2021	2021	2021	31, 2020	30, 2020	30, 2020	31, 2020
Total revenues	7,196	8,269	5,694	6,807	10,204	3,023	1,455	2,315
Gross profit	2,388	1,861	2,620	1,576	2,249	1,824	1,208	1,575
Net profit (loss)	588	(254)	(558)	(53)	(23)	300	140	231
Basic profit per share	0.009	(0.004)	(0.009)	(0.001)	0	0.005	0.003	0.004
Diluted profit per share	0.009	(0.004)	(0.009)	(0.001)	0	0.005	0.002	0.004

The Company's financial results and revenues may vary from quarter to quarter as a result of a variety of factors, some of which are outside of the Company's control, such as the COVID-19 pandemic, seasonality and cyclicality. The seasonality and cyclicality of the Company's revenues depends upon the seasonality and cyclicality of its customers. For example, advertisers in the retail sector may spend the largest portion of their advertising budgets during the fourth quarter, in preparation for the holiday shopping season, whereas advertisers in the travel industry may concentrate their spending during the third quarter, to coincide with consumer patterns and trends. The Company's financial results and revenues varied over the last eight most recently completed quarters also as a result of COVID-19, most notably during the: (i) three month period ended June 30, 2020, in which the Company's revenues decreased by 45% compared to the three month period ended June 30, 2019 ; (ii) during the three month period ended December 31, 2020, in which the Company's revenues increased by 219% compared to the three month period ended December 31, 2019. This increase was driven primarily by the accelerated growth of e-commerce and the digital transformation process, which began with the outbreak of COVID-19 in early 2020 and was reflected mainly in the last quarter of the year ended 2020. As part of the digital transformation process the Company experienced significant increases in its revenues from its direct clients' revenue stream, which have lower profit margins compared to indirect clients. This significant revenue growth derived from increases in existing direct clients' online spending (same store growth) and in acquisition of new direct clients across all regions and; (iii) during the year ended December 31, 2021, in which the Company's net profit (loss) decreased to ($277) from $648 compared to the year ended December 31, 2020. This decrease was driven primarily by the launch of Amphy, which was founded in 2020 in the midst of the pandemic, which in this early stage of the project's development did not generate significant revenues.

Significant Developments for the twelve months ended December 31, 2021 and to the date of this report

On January 6, 2021, Adcore Inc. announced its strategic initiatives to support the Company's continued growth in 2021, as it prepares for dual-listing in the U.S.

On January 18, 2021, Adcore Inc. announced that Omri Brill, Adcore's CEO will present at the World Outlook Financial Conference on Saturday, February 6, 2021.

On January 28, 2021, Adcore Inc. announced that Adcore AU has been named Best PPC Agency at the APAC Search Awards 2021 and also received the Silver Award for Search & Shopping, for its activity with one of its key e-commerce clients in the region.

On February 4, 2021, Adcore Inc. announced that it has engaged Virtus Advisory Group to assist enhancing the Company's exposure to the Canadian investment community.

On February 23, 2021, Adcore Inc. announced that it has secured conditional approval to list its common shares on the Toronto Stock Exchange (the "TSX") and graduate from the TSX Venture Exchange.

On March 4, 2021, Adcore Inc. announced that the Company has received final approval to list its common shares of the Company on the TSX.

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Adcore Inc.

Management's Discussion and Analysis for the years ended December 31, 2021 and 2020

On March 8, 2021, Adcore Inc. announced that it will be hosting an investor webinar via Zoom, on Wednesday, March 10, 2021 at 11:00am EST hosted by CEO Omri Brill.

On March 15, 2021, Adcore Inc. announced that it will expand its presence in China with the opening of a corporate office in Shanghai.

On April 23, 2021, Adcore Inc. announced that it has filed a preliminary short form base shelf prospectus with the securities regulatory authorities in each of the provinces and territories of Canada.

On April 26, 2021, Adcore Inc. announced that it has renewed its advertising contract with the Israeli Government Advertising Agency for another year at a potential value of USD $21 million in advertising spending.

On May 11, 2021, Adcore Inc. announced that it has filed and obtained a receipt for a final short form base shelf prospectus with the securities regulatory authorities in each of the provinces and territories of Canada.

On May 13, 2021, Adcore Inc. announced that it has signed a contract to provide its digital marketing technologies and services to MySale Group's (LON:MYSL) OzSale and NZSale websites.

On May 25, 2021, Adcore Inc. announced that it has entered into an agreement to provide its digital marketing technologies and services to Hamashbir Lazarchan Department Stores Ltd. (TASE:MSBI), Israel's largest department store chain.

On June 9, 2021, Adcore Inc. announced that it has commenced a marketed offering of units (the "Units") of the Company (the "Offering"). Each Unit consisted of one common share of the Company 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 are trading on the Toronto Stock Exchange under the symbol "ADCO.WT"

On June 11, 2021, Adcore Inc. announced the pricing and terms of the Offering.

On June 17, 2021, Adcore Inc. announced that it closed the Offering and issued 3,100,000 Units at $1.33 per Unit for gross proceeds of CAD$4,123,000.

On June 28, 2021, Adcore Inc. announced that its common shares are now qualified for trading under the ticker symbol ADCOF on the OTCQX® Best Market.

On July 9, 2021, Adcore Inc. announced that it will unveil its new innovative marketplace at a special launch event on Wednesday, July 21, 2021 at 10:30 AM EST.

On July 19, 2021, Adcore Inc. announced that its common shares are now eligible for electronic clearing and settlement through the Depository Trust Company ("DTC") in the United States.

On July 21, 2021, Adcore Inc. announced the official launch of Amphy, the world's most diverse 24/7 live online learning marketplace.

On July 27, 2021, Adcore Inc. announced the appointment of Oded Orgil as an independent director of the Company, replacing Jason Saltzman, which will continue to act as the Company's Canadian legal counsel through the law firm Gowling WLG. Mr. Orgil will also serve on a reconstituted audit committee of the Company together with Mr. Ronnie Jaegermann (Chair) and Mr. Sokhie Puar.

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