VANCOUVER, B.C. – TheNewswire – February 25, 2022 – On December 24, 2021, Efficacious Elk Capital Corp. (“Elk”) (TSXV:EECC.P) announced that it is conducting a non-brokered private placement of units of Elk at a price of C$0.25 per unit (the “Offering”) that will close concurrent with the completion of Elk’s previously announced qualifying transaction (the “Transaction”) with MiMedia, Inc. (“MiMedia”), whereby a newly incorporated, wholly-owned Delaware subsidiary of Elk, Elk Media Inc. will merge with MiMedia (the “Merger”). Upon completion of the Merger, it is intended that Elk will be known as “MiMedia Holdings Inc.” (the “Resulting Issuer”). Elk is pleased to announce that it is intended that the Offering will be for gross proceeds of up to CAD$1,300,000 (and not $1,000,000 as previously announced).

For further details concerning the Offering, please see the news releases of Elk dated December 24, 2021.

Elk is also pleased to announce that MiMedia completed a non-brokered private placement of an aggregate of 1,017,745 units of MiMedia at a price of US$0.51 per unit for aggregate gross proceeds of US$519,050 on February 18, 2022 (the “2022 MiMedia Unit Private Placement”). Each of such units was comprised of one share of common stock of MiMedia (each, a “MiMedia Share”) (on a pre-MiMedia Stock Split basis (as defined below)) and one-half of one MiMedia Share purchase warrant (each whole warrant, a “MiMedia Warrant”). Each MiMedia Warrant is exercisable to acquire one MiMedia Share (on a pre-MiMedia Stock Split basis) at a price of US$0.66 until February 18, 2024, subject to adjustment in accordance with the terms and conditions of the certificates representing the warrants.

As previously announced, prior to, and in connection with, the Transaction, MiMedia will, among other things, complete a stock split (the “MiMedia Stock Split”) whereby each outstanding MiMedia Share will be exchanged for approximately 2.6 post-split MiMedia Shares. Pursuant to the Merger, (i) each MiMedia Share (on a post-MiMedia Stock Split basis) outstanding immediately prior to the effective time of the Merger shall be exchanged for 0.2 of a Resulting Issuer multiple voting share and (ii) the MiMedia Warrants outstanding immediately prior to the effective time of the Merger shall be exchanged for warrants of the Resulting Issuer on an economically equivalent basis.

The Offering and the 2022 MiMedia Unit Private Placement are in addition to the previously completed private placement of subscription receipts of MiMedia for aggregate gross proceeds of C$4,146,500 that closed on November 16, 2021 (the “SR Financing”). For further details concerning the SR Financing, please see the news releases of Elk dated November 16, 2021.

Finders’ fees may be payable in connection with the 2022 MiMedia Unit Private Placement in accordance with applicable securities laws and the policies of the TSX Venture Exchange (“TSXV”).

For further information regarding the Transaction please see Elk’s news releases dated March 29, 2021, June 28, 2021 and November 16, 2021.

All of the securities issuable in connection with the Offering will be subject to a hold period expiring four months and one day after date of issuance.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “1933 ACT”) AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the content of this press release.

Notice regarding forward-looking statements:

This release includes forward-looking statements regarding Elk, MiMedia, and their respective businesses, which may include, but is not limited to, statements with respect to the completion of the Transaction, the terms on which the Transaction is intended to be completed, the ability to obtain regulatory and shareholder approvals for the Transaction and other factors. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “is expected”, “expects”, “scheduled”, “intends”, “contemplates”, “anticipates”, “believes”, “proposes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such statements are based on the current expectations of the management of each entity. The forward-looking events and circumstances discussed in this release, including completion of the Transaction, may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the MiMedia industry, failure to obtain regulatory or shareholder approvals, economic factors, the equity markets generally and risks associated with growth and competition. Although Elk and MiMedia have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Elk and MiMedia undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Elk is a capital pool company governed by the policies of the TSXV. The principal business of Elk is the identification and evaluation of assets or businesses with a view to completing a qualifying transaction.

Contact:

Efficacious Elk Capital Corp.
David Smalley, Director
Tel:  (604) 684 – 4535

Email: [email protected]


MiMedia Inc.
Chris Giordano, Chief Executive Officer
Tel: (347) 687 – 4403

Email: [email protected]

 

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

 

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