County Capital Announces Closing of Qualifying Transaction with ADCORE

TORONTO, ON / ACCESSWIRE / / County Capital One Ltd. (“County Capital” or the
“Corporation”), is pleased to announce today that it has completed its previously
announced acquisition of all of the issued and outstanding securities of Podium
Advertising Technologies Ltd. d/b/a ADCORE (“ADCORE“) as the Corporation’s
“Qualifying Transaction” (as such term is defined under Policy 2.4 – Capital Pool
Companies of the TSX Venture Exchange (the “Exchange“). Subject to receiving final
Exchange acceptance, the common shares of the Corporation (“Common Shares“)
are expected to resume trading on the Exchange on or about May 29, 2019 on a
post-consolidated basis (following the consolidation of the Common Shares on a
4.5738 for one basis) and under the new name “Adcore Inc.” with the trading symbol
ADCO“.

Pursuant to the terms of a securities exchange agreement dated April 18, 2019 (the
Securities Exchange Agreement“), the Corporation acquired all of the issued and
outstanding ADCORE common shares (the “ADCORE Shares“) by way of a securities
exchange (the “Transaction“) and exchanged all options and warrants of ADCORE for
equivalent options and warrants of the Corporation. The terms of the Securities
Exchange Agreement are described in more detail in the press release of the
Corporation dated April 18, 2019 and available on SEDAR at www.sedar.com. Upon
completion of the Transaction, there will be 55,356,253 Common Shares issued and
outstanding and, assuming that all of the outstanding options and warrants are
exercised into Common Shares, 63,872,104 Common Shares will be issued and
outstanding on a fully diluted basis.

Pursuant to the terms of an escrow agreement dated May 27, 2019 among the
Corporation, Computershare Trust Company of Canada as escrow agent and certain
escrow securityholders, an aggregate of 45,239,252 Common Shares and 4,760,748
options have been placed in escrow, whereby 25% of such securities will be released
immediately upon the issuance of the Exchange bulletin evidencing final acceptance
of the Transaction and the balance of such securities will be released in equal
tranches of 25% every six months thereafter.

Concurrently with the closing of the Transaction, ADCORE also closed its previously
announced brokered private placement of subscription receipts at $0.50 per
subscription receipt for gross proceeds of $2,558,500 (the “Financing“). In
connection with the Financing, WD Capital Markets Inc., who served as lead agent,
received a cash commission of $108,195 and 216,390 broker warrants exercisable
into units of ADCORE (“Broker Warrants“). An additional cash commission of
$70,900 and 141,800 Broker Warrants were issued to certain other dealers.

Following closing of the Transaction, the board of directors of the Corporation now
consists of Omri Brill (Chairman), Roy Nevo, Ronnie Jaegermann, Jason Saltzman
and Robert Munro. Omri Brill is the Chief Executive Officer and Enrique Mamber is
the Chief Financial Officer of the Corporation.

Shareholders are encouraged to review the Corporation’s non-offering prospectus
dated May 24, 2019 filed in connection with the Transaction on which can be found
on the Corporation’s SEDAR profile at www.sedar.com.

Gowling WLG (Canada) LLP acted as Canadian legal counsel to ADCORE and
Wildeboer Dellelce LLP acted as legal counsel to County Capital and WD Capital
Markets Inc.

Early Warning

Omri Brill, an officer and director of the Corporation held 40,482,552 ordinary shares
of ADCORE prior to completion of the Qualifying Transaction. Upon completion of
the Qualifying Transaction, Mr. Brill now beneficially owns and has control over
40,482,552 Common Shares representing approximately 73.13% of the issued and
outstanding Common Shares.

Immediately before the Qualifying Transaction, Mr. Brill held, directly or indirectly,
beneficial ownership of, or the power to exercise control or direction over, no
Common Shares. Immediately after the Qualifying Transaction, Mr. Brill held, directly
or indirectly, beneficial ownership of, or the power to exercise control or direction
over, 40,482,552 Common Shares, representing 73.13% of all of the issued and
outstanding common shares of the Corporation.

The Common Shares were acquired for investment purposes. Mr. Brill may increase
or reduce his investments in the Corporation according to market conditions or other
relevant factors.

The foregoing disclosure regarding Mr. Brill’s holdings is being disseminated
pursuant to National Instrument 62-103 The Early Warning System and Related TakeOver Bid and Insider Reporting Issues. A copy of the report to be filed with Canadian
securities regulators in connection with the acquisition of these securities can be
obtained under the Corporation’s profile on the SEDAR website (www.SEDAR.com) or
by contacting Mr. Brill c/o invest@adcore.com.

ABOUT ADCORE

ADCORE is a leading provider of machine-learning powered advertising technologies.
ADCORE’s suite of solutions empowers digital advertisers with automated solutions
to enhance and maximize their Search Engine Marketing (“SEM“). ADCORE’s
technologies are designed for in-house marketing professionals, freelancers and
advertising agencies to scale their SEM activity and maximize their ROI.

By combining extensive industry knowledge and experience with its proprietary
artificial intelligence (“AI“) engine, ADCORE offers a unique SEM platform. In addition
to being named numerous times on Deloitte’s Fast 50 Technology list, ADCORE is a
certified Google Premier Partner.

ADCORE serves hundreds of clients worldwide including: Digital Marketing Agencies,
e-Commerce Businesses, Travel, Financial Technology and Gaming Companies and
its strength as an agile and leading player in the industry has led to winning the
largest online tender to date in Israel, a CAD $27 million contract with the Israel
Government Advertising Agency.

Established in 2006 and 100% owned by its founder and CEO, Mr. Omri Brill, ADCORE
employs over thirty people in its headquarters in Tel Aviv, Israel and satellite offices
in Melbourne, Australia and Winnipeg, Manitoba.

ADCORE finished its December 31, 2018 fiscal year with sales of approximately
CAD$12 million (audited) and adjusted EBITDA of approximately CAD$4 million.

For more information about Adcore, please visit www.adcore.com.

ABOUT COUNTY CAPITAL
County Capital brings together an elite group of industry leaders with a mandate to
create and complete a series of professionally managed Capital Pool Companies.
For more information about County Capital and the CPC Program, please visit
www.countycapital.ca.

FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking statements, including
statements about the Corporation’s future plans and intentions and completion of
the Proposed Transaction. 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 Corporation 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
Corporation assumes no obligation to update or revise them to reflect new events or
circumstances, except as required by law.

For further information please contact:

County Capital One Ltd.
Robert Munro, CEO
Telephone: 888.448.4946
Email: rob@countycapital.ca
Website: www.countycapital.ca

ADCORE
Omri Brill, CEO
Telephone: +972-3-566-3444
Email: info@adcore.com
Website: www.adcore.com

WD Capital Markets Inc.
Tyler Lang, Sr. Managing Director
Telephone: 416.847.6904
Email: tyler@wdcapital.ca
Website: www.wdcapital.ca

The TSX Venture Exchange has in no way passed upon the merits of the
Transaction and has neither approved nor disapproved the contents of this press
release.

SOURCE: County Capital One Ltd.
https://www.accesswire.com/546712/County-Capital-Announces-Closing-ofQualifying-Transaction-with-ADCORE