Mr. David Smalley reports

EFFICACIOUS ELK CAPITAL CORP. ANNOUNCES PROPOSED QUALIFYING TRANSACTION

Efficacious Elk Capital Corp. has released details concerning a proposed arm's-length qualifying transaction involving a business combination with MiMedia Inc., a corporation formed under the laws of the State of Delaware.

Overview of MiMedia

MiMedia is a private company incorporated in 2012 under the laws of the State of Delaware, United States.

Based in New York, MiMedia has built a next-generation consumer cloud platform that enables all types of personal media (photos, videos, music, documents, contacts and SMS) to be secured in the cloud, accessed seamlessly across all devices (smart phones, tablets, laptops/desktops and Web) and on all operating systems (Android, iOS, MAC and PC) at any time.

MiMedia differentiates with its highly visual interface, rich media experience, automatic organization and robust content curation tools, unique private sharing platform for families, and deep promotion of content (re)discovery and re-engagement. Sixteen issued patents, $45-million in investment and four years of development support the company's robust, unique and proprietary technology platform, and leading consumer experience.

The company's platform has millions of highly engaged users around the world today and will now enter its growth phase positioned for an inflection in revenue and cash generation based on current partner deployments and a growing partner pipeline. MiMedia deploys its solution through partnerships with industry-leading smart phone device manufacturers (original equipment manufacturers) and telecom carriers (telcos) globally. MiMedia provides its partners with high-margin, recurring revenue streams, improved customer retention and immediate market leadership.

Summary of the proposed transaction

Efficacious Elk has entered into a non-binding letter of intent with MiMedia dated March 26, 2021, pursuant to which Efficacious Elk and MiMedia intend to complete a business combination to form a company whereby the business of MiMedia will become the business of the resulting issuer.

Pursuant to the terms of the LOI, immediately prior to the completion of the proposed transaction, subject to the approval of the shareholders of Efficacious Elk and MiMedia as applicable: (i) Efficacious Elk will complete a share consolidation whereby each outstanding Efficacious Elk common share will be exchanged for 0.52083 of a postconsolidation Efficacious Elk common share for an aggregate of 3,177,083 postconsolidation Efficacious Elk shares; and (ii) MiMedia will complete a share split whereby each outstanding MiMedia common share will be exchanged for 2.6 postsplit MiMedia common shares for an aggregate of 40,506,329 postsplit MiMedia shares. Each outstanding stock option, broker warrant, and other convertible or exchangeable securities of Efficacious Elk and MiMedia will be consolidated or split on the same basis, as applicable.

Pursuant to the proposed transaction: (i) every one issued and outstanding postsplit MiMedia share will be exchanged for one common share of the resulting issuer at a deemed price of 25 cents 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.

Following completion of the proposed transaction, there will be approximately, subject to any shares issued pursuant to the private placement (as described below), 43,683,412 issued and outstanding resulting issuer common shares.

It is intended that the transaction, when completed, will constitute Efficacious Elk's qualifying transaction in accordance with Policy 2.4 (Capital Pool Companies) of the TSX Venture Exchange corporate finance policies. A more comprehensive news release will be issued by Efficacious Elk disclosing details of the transaction, including financial information respecting MiMedia, the names and backgrounds of all persons who will constitute insiders of the resulting issuer, and information respecting sponsorship, once a definitive agreement has been executed and certain conditions have been met, including satisfactory completion of due diligence.

Shareholder approval is not required with respect to the transaction under the rules of the exchange because the transaction does not constitute a non-arm's-length qualifying transaction pursuant to the policies of the exchange. However, the structure of the 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 Efficacious Elk.

Trading in the common shares of Efficacious Elk has been halted and is not expected to resume until the transaction is completed or until the exchange receives the requisite documentation to resume trading.

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.

Summary of the proposed private placement

Pursuant to the LOI, prior to the closing of the transaction, MiMedia will complete a brokered private placement of subscription receipts exchangeable into postsplit MiMedia shares for gross proceeds of a minimum of $3-million (U.S.). The postsplit MiMedia shares issued on the exchange of the subscription receipts will be exchanged for resulting issuer common shares on the same basis as other postsplit MiMedia shares, as noted above.

A more comprehensive news release will be issued by Efficacious Elk disclosing details of the private placement, including the names of any agents engaged and compensation to be paid in respect of completing the private placement.

We seek Safe Harbor.