ECC Ventures 5 signs LOI for Bayrock RTO as QT

Executive Summary

• ECC Ventures 5 Corp. (ECC5) entered a non‑binding Letter of Intent with Bayrock Resources Ltd. to combine their businesses via a reverse takeover, which would qualify ECC5 as a Tier 2 resource issuer on the TSX‑V.
• The proposed deal values ECC5 at $1 M and Bayrock at $4.55 M (based on a concurrent private‑placement financing), with Bayrock shareholders receiving newly issued shares of the combined entity.
• Completion is conditioned on due diligence, regulatory/stock‑exchange approvals, a minimum $2.2 M non‑brokered private placement, and escrow release; trading in ECC5’s shares will remain halted until filings are completed.

Key Details

• Transaction Structure: Reverse takeover; Bayrock to become 100 % owned by ECC5; post‑closing entity expected to be renamed Bayrock Resources Ltd.
• Valuation:
• ECC5 deemed value at closing: $1 M (based on concurrent financing price).
• Bayrock implied valuation: $4.55 M, inclusive of existing and newly issued Bayrock shares.
• Share Consideration: Number of new issuer shares to be issued to Bayrock shareholders = $4.55 M ÷ concurrent financing price; additional shares for third‑party finders, deferred Norway‑project consideration, and bridge financing.
• Escrow & Financing:
• Minimum $2.2 M private placement of subscription receipts (may include warrants).
• Proceeds held in escrow until all regulatory approvals are obtained; thereafter used for Sagvoll work program and general working capital.
• Regulatory Conditions: Subject to satisfactory due diligence, filing/listing requirements under TSX‑V Policy 2.4, exchange acceptance, and any required shareholder approvals (though the transaction is not a non‑arm’s‑length qualifying transaction).
• Sponsorship Waiver: ECC5 will apply for a waiver from the mandatory sponsorship requirement; no guarantee of approval.
• Board & Management: Upon completion, board and management to be reconstituted primarily with Bayrock personnel; details to follow in later releases.
• Trading Halt: ECC5’s common shares remain halted pending further filings with the exchange.
• Qualified Person Disclosure: Scientific/technical statements reviewed by Dr. Ian J. Pringle (qualified person, NI 43‑101).

Notable Quotes

(No direct quotes were provided in the release.)