MiMedia Holdings Inc. — Proxy Solicitation & Information Statement 2022

Jan 24, 2022

EFFICACIOUS ELK CAPITAL CORP. 480 - 1500 West Georgia Street Vancouver, BC V6G 2Z6

NOTICE OF SPECIAL MEETING

NOTICE IS HEREBY GIVEN that a Special Meeting of the shareholders of Efficacious Elk Capital Corp. (the “ Company ”) will be held a t 11.00 a.m. (PST) on Monday, February 14, 2022 at 480 - 1500 West Georgia Street, Vancouver, BC, V6G 2Z6 in order that the following resolutions be passed, conditional upon and effective as of the completion of the Company’s Qualifying Transaction (as such term is defined in the Information Circular accompanying this Notice):

AS ORDINARY RESOLUTIONS:

1. To fix the number of directors of the Company at five (5) and to elect each of Chris Giordano, Cole Brodman, Seth Solomons and John MacPhail as directors of the Company to serve from the effective time of the completion of the Qualifying Transaction until the next annual meeting of shareholders of the Company or until their successors are elected or appointed.

2. To appoint McGovern Hurley LLP as the Company’s auditor and to authorize the directors to fix the remuneration to be paid to the auditor.

AS SPECIAL RESOLUTIONS:

1. To, immediately prior to completion of the Qualifying Transaction, complete a consolidation of the common shares of the Company (each an “ Elk Common Share ”) on the basis of 0.52083 of a postconsolidation Elk Common Share for every one (1) pre-consolidation Elk Common Share.

2. To change the Company's name to "MiMedia Holdings Inc.", or such other name as the directors may determine in their discretion and that may be acceptable to the TSX Venture Exchange.

3. To amend the articles of the Company to provide for (i) the amendment of the rights and restrictions of the Elk Common Shares and the re-designation of the issued and outstanding Elk Common Shares as “subordinate voting shares” and (ii) the creation of a new class of shares in the capital of the Company designated as “multiple voting shares”.

AS AN ORDINARY RESOLUTION:

1. To adopt a new stock option plan for the Company under which the Company (as the “Resulting Issuer”) may issue stock options.

Accompanying this Notice is an Information Circular (which sets out the full text of the above resolutions) and Proxy (with notes to Proxy).

A shareholder who is unable to attend the Special Meeting in person and who wishes to ensure that such shareholder’s shares will be voted at the Special Meeting is requested to complete, date and sign the enclosed form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the information circular.

The enclosed Proxy is solicited by management of the Company and you may amend it, if you so desire, by striking out the names listed therein and inserting in the space provided the name of the person you wish to represent you at the Special Meeting.

DATED at Vancouver, British Columbia, this 20[th] day of January 2022.

BY ORDER OF THE BOARD

“Eugene A. Hodgson”

________________________ Eugene A. Hodgson President, CEO & Director