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Vancouver, B.C. - TheNewswire – March 3, 2022 - Efficacious Elk Capital Corp. (“Elk”) (TSXV:EECC.P), a capital pool company listed on the TSX Venture Exchange (the “TSXV”), and MiMedia, Inc. (“MiMedia”) are pleased to announce that the TSXV has conditionally approved the proposed business combination (the “Proposed Transaction”) between Elk and MiMedia, which was previously announced in Elk’s press release dated November 16, 2021. The Proposed Transaction remains subject to the final approval of the TSXV and satisfaction of closing conditions customary for transactions of this nature. The Proposed Transaction, once complete, is expected to result in the reverse takeover of Elk (following completion of the Proposed Transaction, the “Resulting Issuer”) and will constitute Elk’s Qualifying Transaction, as such term is defined in the policies of the TSXV. The Proposed Transaction is expected to close on or about March 15, 2022. Upon and subject to the completion of the Proposed Transaction, Elk will change its name to “MiMedia Holdings Inc.”
Elk and MiMedia have received conditional approval to list the subordinate voting shares of the Resulting Issuer on the TSXV under the ticker symbol “MIM” following completion of the Proposed Transaction. Final approval is subject to MiMedia and the Resulting Issuer meeting certain customary conditions required by the TSXV.
Elk filed a filing statement today that is dated effective February 28, 2022 (the “Filing Statement”) with the TSXV and on Elk’s SEDAR profile at www.sedar.com. Additional information in respect of the Proposed Transaction, Elk, MiMedia and the Resulting Issuer can be found in the Filing Statement. In accordance with the policies of the TSXV, Elk’s common shares are currently halted from trading and will remain so until such time as required by TSXV policies.
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 Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Proposed 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 Proposed 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 are not limited to, statements with respect to the completion of the Proposed Transaction, the ability to obtain regulatory approvals for the Proposed Transaction, listing of the subordinate voting shares of the Resulting Issuer on the TSXV and timing thereof. 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 Proposed 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 industry of MiMedia, failure to obtain regulatory 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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