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Efficacious Elk Capital Corp. Announces Closing of Concurrent Financing by MiMedia Inc.

Tuesday, November 16, 2021 11:35 AM PST

(via TheNewswire)

VANCOUVER, B.C. - TheNewswire - November 16, 2021 Efficacious Elk Capital Corp. (“Elk”) (TSXV:EECC.P) is pleased to announce, further to its news release earlier today (Nov. 16, 2021), that MiMedia Inc. (“MiMedia”) has completed a private placement of 16,586,000 subscription receipts (the “Subscription Receipts”), at a price of C$0.25 per Subscription Receipt, for aggregate gross proceeds of C$4,146,500 (the “Offering”).

Each Subscription Receipt will be convertible into one unit of MiMedia (each, a “Unit”) comprised of one share of common stock of MiMedia (each, a “MiMedia Share”) and one-half of one MiMedia Share purchase warrant (each whole MiMedia Share purchase warrant, a “Warrant”). Each Warrant will be exercisable to acquire one MiMedia Share at a price of C$0.32, subject to adjustment and acceleration in accordance with the warrant indenture governing the Warrants.

As previously reported Elk and MiMedia will merge pursuant to a merger agreement entered into on November 15, 2021 pursuant to which a newly incorporated, wholly-owned Delaware subsidiary of Elk, Elk Media Inc., will merge with MiMedia to complete Elk’s qualifying transaction (the “Transaction”) in accordance with the policies of the TSX Venture Exchange (the “TSXV”).

The MiMedia Shares and Warrants will be exchanged for shares of Elk, as the resulting issuer, pursuant tothe Transaction.

For further details of the Offering and the Transaction please see Elk’s prior news release also dated November 16, 2021.

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.

The information contained or referred to in this press release relating to MiMedia has been furnished by MiMedia. Although Elk has no knowledge that would indicate that any statement contained herein concerning MiMedia is untrue or incomplete, neither Elk nor any of its respective directors or officers assumes any responsibility for the accuracy or completeness of such information.

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 use of the net proceeds from the Private Placement, the ability to obtain regulatory and shareholder approvals, the proposed business plan of MiMedia 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.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.