ECC VENTURES 5 CORP. ENTERS DEFINITIVE AGREEMENT WITH BAYROCK RESOURCES FOR QUALIFYING TRANSACTION

Executive Summary

• ECC Ventures 5 Corp. (“ECC5”) entered into a definitive bid implementation agreement to acquire 100% of Bayrock Resources Ltd., constituting a reverse‑take‑over that will qualify as a “Qualifying Transaction” and enable ECC5 to graduate to Tier 2 of the TSX Venture Exchange.
• The transaction includes a share‑consolidation (1.4125 for 1), issuance of ~17.4 million consideration shares at a deemed $0.25 per share, and multiple side‑issuances (finder’s shares, debt settlement shares, Elemental royalty shares, convertible note shares) together with associated escrow and hold periods.
• Completion is conditioned on a concurrent private‑placement financing of at least CAD 2.2 million (8.8 million subscription receipts), Exchange approval, and customary closing conditions; trading of ECC5’s shares will remain halted pending further filings.

Key Details

• Transaction Structure
• Reverse takeover of Bayrock Resources Ltd.; all outstanding Bayrock ordinary shares to be acquired.
• Post‑closing, ECC5 will rename itself “Bayrock Resources Limited” (subject to Exchange approval) and list the combined entity on the TSX Venture Exchange.
• Share Consolidation & Consideration
• ECC5 will consolidate its share capital on a 1.4125 for 1 basis.
• Holders of Bayrock shares receive an aggregate of 17,400,000 post‑consolidation common shares (“Consideration Shares”) at a deemed price of $0.25 per share.
• Side Issuances
• Finder’s Shares: 1,000,000 post‑consolidation shares to Pimlico Partners as a finder's fee (statutory hold = 4 months + 1 day).
• Debt Settlement Shares: 1,200,000 post‑consolidation shares issued in settlement of CAD 300,000 Bayrock liabilities (free trading on issuance).
• Elemental Royalty Shares: AUD 200,000 worth of post‑consolidation shares plus an equal number of warrants (exercise $0.375) to settle exploration project obligations (6‑month contractual hold).
• Convertible Note Shares: Post‑consolidation shares issued for up to AUD 600,000 convertible notes (deemed price $0.1875) plus warrants (exercise $0.25, 2‑year term; free trading on issuance).
• Existing Convertible Securities
• ECC5’s existing options and stock options will be adjusted to the consolidation: 141,593 agent options & 400,000 stock options at $0.1413 per post‑consolidation share (expiry = Dec 16 2026).
• Bayrock’s convertible securities exchanged for equivalent securities of the resulting issuer; issuance of 1,422,113 warrants at $0.2337 per post‑consolidation share (expiry = Jul 17 2028).
• Concurrent Financing
• Non‑brokered private placement to raise a minimum of CAD 2,200,000 via 8,800,000 subscription receipts at the reference price ($0.25 per receipt).
• Proceeds held in escrow until regulatory approvals are obtained; upon release, proceeds will fund work programs on Sagvoll and Meråker projects and general working capital.
• Board & Management Post‑Closing
• Proposed CEO: Ian Spence (current Bayrock President/CEO).
• Proposed CFO/Corporate Secretary: Cosimo Damiano.
• Additional directors: Rob Thomson, Scott Ackerman, plus existing ECC5 directors to form a four‑member board.
• Regulatory & Sponsorship
• Transaction is an arm’s‑length qualifying transaction; shareholder approval not expected.
• ECC5 will apply for a waiver from the TSX Venture Exchange sponsorship requirement (no assurance of grant).
• Completion subject to Exchange acceptance, concurrent financing, and customary closing conditions; trading remains halted pending filings.

Notable Quotes

• “The acquisition of Bayrock positions us with a strategically located European base‑metals portfolio and accelerates our transition from a capital pool vehicle to an operating mining issuer,” – Doug McFaul, Director, ECC Ventures 5 Corp.