MiMedia, Inc. entered into a non-binding letter of intent to acquire Efficacious Elk Capital Corp. (TSXV:EECC.P) in a reverse merger transaction on March 26, 2021. MiMedia, Inc. entered into a definitive merger agreement to acquire Efficacious Elk Capital Corp. (TSXV:EECC.P) in a reverse merger transaction on November 15, 2021. Pursuant to which EECC and MiMedia intend to complete a business combination to form a company (the "Resulting Issuer") whereby the business of MiMedia will become the business of the Resulting Issuer. Pursuant to the proposed Transaction, (i) every 1 issued and outstanding Post Split MiMedia Share will be exchanged for 1 common share of the Resulting Issuer at a deemed price of CAD 0.25 per resulting issuer common share, for an aggregate of approximately 40,506,329 Resulting Issuer Common Shares; and (ii) each outstanding stock option, broker warrant and other convertible or exchangeable security of MiMedia will be exchanged for a stock option, broker warrant or other convertible or exchangeable security of the resulting issuer on an equivalent economic basis. Pursuant to the terms of the letter of intent, immediately prior to the completion of the proposed transaction, subject to the approval of the shareholders of EECC and MiMedia as applicable, (i) EECC will complete a share consolidation whereby each outstanding EECC common share will be exchanged for 0.52083 of a post consolidation EECC common share for an aggregate of 3,177,083 post consolidation EECC Shares; and (ii) MiMedia  will complete a share split whereby each outstanding MiMedia common share will be exchanged for 2.6 post split MiMedia common shares for an aggregate of 40,506,329 post split MiMedia shares. Each outstanding stock option, broker warrant and other convertible or exchangeable securities of EECC and MiMedia will be consolidated or split on the same basis, as applicable. It is expected that upon completion of the transaction, the resulting issuer will be renamed to a name acceptable to MiMedia and will be listed as a Tier 2 Technology Issuer on the Exchange. Subject to the satisfaction of the applicable conditions, on or about November 16, 2021, MiMedia intends to complete a private placement of 16,586,000 subscription receipts, at a price of CAD 0.25 per Subscription Receipt, for aggregate gross proceeds of approximately CAD 4.1 million. In connection with the transaction, Efficacious Elk Capital will complete a non-brokered private placement of units for aggregate gross proceeds of up to CAD 1 million.

Upon and subject to the completion of the proposed transaction, Elk will change its name to “MiMedia Holdings Inc.” Upon completion of the Transaction, it is anticipated that the persons identified below will serve as directors and officers of the Resulting Issuer: Chris Giordano – Director and Chief Executive Officer, Cole Brodman – Director, Seth Solomons – Director, John MacPhail – Director. David W. Smalley - Director.

The transaction is subject to certain conditions, including satisfactory completion of due diligence. Shareholder approval of is not required with respect to the transaction. Transaction is being finalized and based on the final structure as reflected in the definitive agreement, shareholder approval may be required under the incorporating statute of EECC. As of June 28, 2021, parties must enter into a definitive agreement by July 31, 2021 and close the proposed transaction by October 31, 2021. As per the merger agreement, transaction is subject to approval of the TSXV, the approval of the Elk shareholders, MiMedia shareholders, consummation of private placement, resignation of Elk's directors and officers, listing approval on the TSXV and other customary closing conditions. As of March 3, 2022, the transaction has been conditionally approved by TSXV. Efficacious Elk Capital Corp. amendments were approved at a special meeting of the shareholders of the Company held on February 14, 2022. The transaction is anticipated to close in March 2022. As of March 3, 2022, the transaction is expected to close on or about March 15, 2022. Wildeboer Dellelce LLP and Nauth LPC acted as legal advisors to MiMedia, Inc. David Smalley Law Corporation acted as legal advisor to Efficacious Elk Capital. Odyssey Trust Company acted as warrant agent to MiMedia.

MiMedia, Inc. completed the acquisition of Efficacious Elk Capital Corp. (TSXV:EECC.P) in a reverse merger transaction for CAD 15.9 million on March 15, 2022. The outstanding MiMedia Shares were exchanged for an aggregate of 19,108,896 Subordinate Voting Shares (including the Subordinate Voting Shares issued on conversion of Subscription Receipts) and 8,887,372 Multiple Voting Shares; and (iii) the convertible securities of MiMedia were exchanged for economically equivalent convertible securities of the Company. An additional 17,534 Multiple Voting Shares are issuable pursuant to the terms of the merger upon receipt of required transfer documents from former holders of MiMedia Shares. The Multiple Voting Shares are not listing on the Exchange. Subject to certain conditions, each Multiple Voting Share is convertible into five Subordinate Voting Shares.