Vancouver, British Columbia – TheNewswire - March 16, 2022 – MiMedia Holdings Inc. (formerly, Efficacious Elk Capital Corp.) (TSXV:MIM) (the “Company”) is pleased to announce that, on March 15, 2022, it completed its previously announced reverse takeover (the “Transaction”) with MiMedia, Inc. (“MiMedia”), a technology company that provides a next generation consumer cloud platform that enables all types of personal media (photos, videos, music, docs, contacts and SMS) to be secured in the cloud, accessed seamlessly, across all devices (smartphones, tablets, laptops / desktops, web) and on all operating systems (Android, iOS, MAC, PC) at any time. The Transaction constitutes the Company’s Qualifying Transaction (as such term is defined under the policies of the TSX Venture Exchange (the “Exchange”)) and was completed pursuant to the terms and conditions of a merger agreement and plan of reorganization (the “Merger Agreement”) dated November 15, 2021, among the Company, Elk Media Inc., a wholly owned subsidiary of the Company (“Elk Subco”), and MiMedia.

 

The Company’s Subordinate Voting Shares (as defined below) are expected to commence trading on the Exchange, upon satisfaction of certain Exchange conditions to listing, on March 22, 2022 under the symbol “MIM”.

 

Prior to the closing of the Transaction:

 

1. the Company: (a) effected a consolidation (the Consolidation”) whereby each outstanding common share of the Company was exchanged for 0.52083 of a post-Consolidation share; (b) changed its name from “Efficacious Elk Capital Corp.” to “MiMedia Holdings Inc.”; (c) amended the rights and restrictions of the common shares of the Company and re-designated the issued and outstanding common shares  as “subordinate voting shares” (the “Subordinate Voting Shares”); and (d) created a new class of shares in the capital of the Company designated as “multiple voting shares” (the “Multiple Voting Shares”) ((a)-(d) being collectively referred to as the “Company Amendments”); and 

 

1. MiMedia effected a share-split whereby each share of common stock of MiMedia (each, a MiMedia Share”) was exchanged for 2.6 MiMedia Shares.

 

On November 16, 2022, MiMedia completed a brokered private placement (the “Concurrent Financing”) of 17,083,580 subscription receipts (the “Subscription Receipts”) at a price of $0.25 per Subscription Receipt for aggregate gross proceeds of approximately $4.1 million.  Canaccord Genuity Corp. (the “Agent”) acted as lead agent in connection with the Concurrent Financing.  Immediately prior to closing the Transaction, the Subscription Receipts were converted into an aggregate of 17,083,580 MiMedia Shares and 8,541,790 MiMedia Share purchase warrants.  Pursuant to the Merger Agreement, such MiMedia Shares and MiMedia Share purchase warrants were exchanged for an aggregate of 17,083,580 Subordinate Voting Shares and 8,541,790 Subordinate Voting Share purchase warrants of the Company (each a “Warrant”). Each Warrant is exercisable to acquire one Subordinate Voting Share at a price of $0.32 per share until March 15, 2024, subject to adjustment in certain events and the right of the Company to accelerate the expiry date of the Warrants if, at any time following March 17, 2022, the volume-weighted average trading price of the Subordinate Voting Shares for any twenty (20) consecutive trading days is greater than $0.50 per share. The net proceeds from the Concurrent Financing have been released from escrow to the Company.

 

The Transaction was completed by way of a “reverse-triangular” merger pursuant to which, among other things, (i) Elk Subco merged with and into MiMedia pursuant to the provisions of the Delaware General Corporation Law and MiMedia became a wholly-owned subsidiary of the Company; (ii) 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, including as described below, each Multiple Voting Share is convertible into five Subordinate Voting Shares.

 

The Company Amendments were approved at a special meeting of the shareholders of the Company held on February 14, 2022 (the “Special Meeting”).  In connection with closing of the Transaction, Davidson & Company LLP will resign from its role as auditor of the Company and the auditor of MiMedia, McGovern Hurley LLP, will be appointed as auditor of the Company.  In the opinion of the Company, no “reportable event” (as such term is defined in National Instrument 51-102 Continuous Disclosure Obligations) has occurred.

 

Immediately following the completion of the Transaction, the Company also completed a non-brokered private placement of 4,376,000 units at a price of $0.25 per unit for gross proceeds of $1,094,000 (the “Private Placement”). Each unit was comprised of one Subordinate Voting Share and one-half of one Warrant. All securities issued in connection with the Private Placement are subject to resale restrictions under applicable securities laws preventing any trading in the securities for a period of four months and one day from date of closing of the Private Placement. In connection with the completion of the Private Placement, the Company paid to certain finders, a cash finder’s fee equal to 3.5% of the aggregate gross proceeds received from investors who were introduced by such finders.

The reclassification of the Company’s common shares into Subordinate Voting Shares and the creation of the Multiple Voting Shares in connection with the Transaction is for the purpose of allowing the Company to maintain its status as a “foreign private issuer” as determined in accordance with Rule 3b-4(c) under the U.S. Exchange Act. The Multiple Voting Shares are intended to minimize the proportion of the outstanding voting securities of the Company that are held by “U.S. persons” for purposes of determining whether the Company is a “foreign private issuer”. The holders of Multiple Voting Shares are entitled to one vote in respect of each Subordinate Voting Share into which such Multiple Voting Share could be converted, and as such the Multiple Voting Shares do not necessarily hold voting rights that are superior to the holders of Subordinate Voting Shares, on an as converted to Subordinate Voting Shares basis. The rights of holders of Multiple Voting Shares to convert such shares into Subordinate Voting Shares will be subject to the Company preserving “foreign private issuer” status. The Multiple Voting Shares will not be listed for trading in any market and, as such, holders of Multiple Voting Shares will not be able to trade their shares without conversion.

 

Additional information with respect to the Subordinate Voting Shares, the Multiple Voting Shares and the Transaction is available in the Company’s filing statement dated February 28, 2022 (the “Filing Statement”), which is available on the Company’s SEDAR profile at www.sedar.com.

  

Board of Directors and Management

Following the Transaction, the board of directors of the Company is comprised of Christopher Giordano, John MacPhail, Cole Brodman, Seth Solomons and David Smalley. Each of the directors other than David Smalley were elected to the board of the Company at the Special Meeting, subject to completion of the Transaction. Christopher Giordano is the Chief Executive Officer and President of the Company and Philip Ellard is the Chief Financial Officer and Corporate Secretary of the Company. Information regarding the backgrounds of the directors and management of the Company can be found in the Filing Statement.

 

Outstanding Shares and Transfer Restrictions

 

Following the Transaction, there are 26,661,959 Subordinate Voting Shares and 8,887,372 Multiple Voting Shares issued and outstanding on an undiluted basis. As disclosed in the Filing Statement, 1,360,316 Subordinate Voting Shares, 762,074 Multiple Voting Shares (representing approximately 7.27% of the issued and outstanding Subordinate Voting Shares on an undiluted basis, assuming the conversion of all Multiple Voting Shares into Subordinate Voting Shares) and 518 Multiple Voting Share purchase warrants of the Company have been deposited in escrow with Odyssey Trust Company pursuant to a Tier 2 value security escrow agreement. An additional 1,093,743 Subordinate Voting Shares remain subject to a capital pool company escrow agreement.

 

An aggregate of approximately 7,635,083 Multiple Voting Shares (representing approximately 53.69% of the issued and outstanding Subordinate Voting Shares on an undiluted basis, assuming the conversion of all Multiple Voting Shares into Subordinate Voting Shares) and 26,951 Multiple Voting Share purchase warrants are subject to a contractual hold period negotiated with the Agent (the “Lock-Up”), pursuant to which the securities will be released in seven equal tranches of 14.3% on each of the dates that is 6 months, 9 months, 12 months, 15 months, 18 months, 21 months and 24 months after the date that the Subordinate Voting Shares are listed on the Exchange. In the event that the volume weighted average of the trading price per Subordinate Voting Share for each day there was a closing price for 30 consecutive trading days on the Exchange is equal to or greater than $0.75, the Lock-Up shall immediately terminate.

 

Early Warning Requirements – Jeff Keswin

 

Jeffrey Keswin, an insider of the Company, announces his intention to file an early warning report in accordance with Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers.

 

Mr. Keswin intends to file an early warning report related to the indirect acquisition of 2,151,286 Multiple Voting Shares issued in exchange for his MiMedia Shares pursuant to the Transaction.

 

Immediately prior to the Transaction, Mr. Keswin did not, directly or indirectly, hold any Multiple Voting Shares. As a result of the Transaction, Mr. Keswin holds, directly or indirectly, an aggregate of 2,151,286 Multiple Voting Shares, representing approximately 24.21% of the Multiple Voting Shares, or 28.75% of the Subordinate Voting Shares (assuming the conversion of all Multiple Voting Shares held by Mr. Keswin, and that no other securities, including those convertible into, or exercisable for, the Company’s securities, are issued, converted or exercised).  227,164 of such Multiple Voting Shares are registered in the name of Lyrical-2021 LLC and 1,924,122 of such Multiple Voting Shares are registered in the name of Fishing Pole Partners 4.14 LLP, both of which companies are controlled by Mr. Keswin. All of such Multiple Voting Shares are subject to the Lock-Up and certain additional restrictions on transfer pursuant to the policies of the Exchange. Mr. Keswin does not own, control or direct, directly or indirectly, any convertible securities of the Company.

 

In accordance with applicable securities laws, Mr. Keswin may, from time to time and at any time, acquire additional Multiple Voting Shares, Subordinate Voting Shares and/or other equity, debt or other securities or instruments of the Company in the open market or otherwise, and reserves the right to dispose of any or all of such securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to such securities, the whole depending on market conditions, the business and prospects of the Company and other relevant factors.

 

To obtain a copy of the early warning report, please contact Mr. Keswin at (212) 415-6600. Additionally, a copy of the early warning report will be filed by Mr. Keswin under the Company’s profile on SEDAR at www.sedar.com.

 

About MiMedia

 

MiMedia provides a next generation consumer cloud platform that enables all types of personal media to be secured in the cloud, accessed seamlessly at any time, across all devices and on all operating systems.  The Company’s platform differentiates with its rich media experience, robust organization tools, private sharing capabilities and features that drive content re-engagement. 

MiMedia partners with leading smartphone makers and telecom carriers globally and provides its partners with recurring revenue streams, improved customer retention and market differentiation.  The MiMedia Platform services millions of engaged users around the world today.

Cautionary Statements

 

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The Company’s securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

 

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

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

 

Certain statements contained in this press release constitute forward-looking information, including statements regarding the expected commencement of trading of the Subordinate Voting Shares on the Exchange. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the parties’ current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. The business of the Company is subject to a number of material risks and uncertainties. Please refer to the Filing Statement and other SEDAR filings for further details. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Company. The material factors and assumptions include the Company being able to obtain the necessary regulatory approvals. The forward-looking information contained in this press release is made as of the date hereof and the Company is not obligated to update or revise any forward looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

 

For more information, contact:

 

MiMedia Holdings Inc.

Christopher Giordano

Chief Executive Officer

Phone:         (347) 687 – 4403

Email:         chris@mimedia.com

 

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