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M&A / Property

ECC Ventures 6 amends terms of QT with LCM Energy

By The Northwire Desk — AI Analysis Sep 30, 2025 · 14:35 ECCS ECC Ventures 6 Corp
ECCS · Price

Executive Summary

  • ECC Ventures 6 Corp. (ECC6) provides an update on its proposed Qualifying Transaction (QT) to acquire LCM Energy Solution Inc. (LCMBC) via its subsidiary, 1428703 B.C. Ltd. The transaction constitutes a reverse takeover, with ECC6 set to change its name to LCM Energy Solution Inc. and list as a technology issuer upon closing.
  • The acquisition involves an amalgamation where LCMBC shareholders receive 49.45 million resulting issuer shares at a deemed price of $0.45 per share. Concurrently, ECC6 intends to complete a non-brokered private placement (QT Financing) to raise minimum gross proceeds of $3.1 million.
  • The resulting entity will focus on green energy technologies, including bidirectional vertical small wind power systems, customized lithium battery solutions, and solar street lighting systems. The board and management team will be reconstituted with key executives from LCMBC and new appointees.

Key Details

  • Transaction Structure: The acquisition is completed via an amalgamation pursuant to an amended and restated amalgamation agreement dated Sept. 30, 2025. ECC6 will change its name to LCM Energy Solution Inc.
  • Consideration for LCMBC Shareholders: Shareholders of LCMBC will receive an aggregate of 49.45 million resulting issuer shares at a deemed price of $0.45 per share.
  • QT Financing Terms:
    • Type: Non-brokered private placement of subscription receipts.
    • Minimum Gross Proceeds: $3.1 million.
    • Units: Minimum of 6,888,889 subscription receipts.
    • Price: $0.45 per subscription receipt.
    • Use of Proceeds: Commercialization of products and general working capital.
    • Escrow: Proceeds held in escrow until regulatory approvals and closing conditions are met; subscription receipts automatically exchange for common shares of Acquireco, which then exchange for shares of the resulting issuer. If the acquisition fails, funds are returned.
  • Post-Closing Ownership Structure (Assuming QT Financing):
    • Mr. Seul Chan Lee: 18,690,000 shares (28.99% ownership).
    • Mr. Jin Kyung Jeong: 17,620,667 shares (27.34% ownership).
    • Existing ECC6 Securityholders: 5.65 million resulting issuer shares (including 2 million subject to escrow) and 565,000 stock options (exercisable at $0.10/share for one year post-closing).
    • Agent Options: 200,000 options exercisable at $0.10/share until Dec. 17, 2026.
  • Finder’s Fee: 2,472,500 resulting issuer shares issued to Golden Gate Capital Inc. at a deemed price of $0.45 per share.
  • Target Company Financials (LCMBC, Unaudited, Year Ended Dec. 31, 2024):
    • Current Assets: $315,953.
    • Fixed Assets: $7,083,849.
    • Current Liabilities: $4,439,229.
    • Long-term Liabilities: $4,671,332.
    • Working Capital Deficit: $4,123,276.
    • Sales Revenue: $23,611.
    • Net Loss: $1,423,932 (including R&D costs of $106,255).
  • Target Company Technology Focus:
    • Wind Power: Bidirectional vertical small wind power generation systems combining small wind turbines with solar modules and proprietary slip rings.
    • Battery Solutions: Customized lithium battery solutions for e-mobility, energy storage, military/defense, and software platforms for integrated management of secondary-battery-equipped devices.
    • Solar Lighting: Solar street lighting systems.
  • New Management & Board:
    • Ryan Kim: Proposed CEO and Director (Current CEO of LCMBC).
    • Seul Chan Lee: Proposed Chairman and Director (Current Chairman/CEO of LCMBC and President/CEO of LCM Korea).
    • Xiao Nan (Nancy) Zhao: Proposed CFO and Corporate Secretary (Current CFO of LCMBC).
    • Doug McFaul: Proposed Director.
    • Gary Anderson: Proposed Director.
    • Dr. Sung Tae Ko: Current CTO of LCM Korea.
    • Chang Woo Son: Current CMO of LCM Korea.
  • Regulatory Status: The transaction is not a non-arm's-length QT and does not require shareholder approval. ECC6 intends to apply for a waiver from sponsorship requirements. Trading remains halted pending further filings.

Notable Quotes

  • No direct quotes from executives were included in the provided text.
Read the original news release →

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Sep 17, 2025 · 14:15

ECC Ventures 6 extends LCM Energy deal to Sept. 30

M&A / Property