ECC Ventures 5 to Acquire Bayrock, Unlocking Nordic Copper and Nickel

VANCOUVER, BC – March 17, 2026 – Capital pool company ECC Ventures 5 Corp. (TSX-V: ECCV.P) has entered into a definitive agreement to acquire Australian-based Bayrock Resources Limited, a move that will transform the shell company into a publicly traded junior miner with a strategic focus on European base and battery metals.

The transaction, structured as a reverse takeover, will see ECC5 acquire 100% of Bayrock and subsequently change its name to Bayrock Resources Limited. Upon completion, the new entity is expected to graduate to a Tier 2 listing on the TSX Venture Exchange, armed with a portfolio of promising copper, zinc, and nickel projects in the mining-friendly jurisdictions of Norway and Sweden.

This deal provides Bayrock, a private company, with a crucial path to public markets and access to capital needed to advance its exploration assets. For ECC5, it marks the completion of its mandate as a capital pool company by acquiring a substantive business with significant growth potential.

A Strategic Portfolio in Europe's Metal-Rich Heartland

The core of the transaction lies in Bayrock's portfolio of exploration assets, strategically positioned to feed into a European market hungry for a secure supply of critical minerals. The company has pivoted from an early nickel focus to prioritize copper, a metal whose demand is soaring due to the global energy transition.

In Norway, Bayrock holds 100% tenure over the Sagvoll and Meråker projects, located in the historic Røros Mining District. This region is part of the early-Palaeozoic Caledonian metallogenic belt, known for volcanogenic massive sulphide (VMS) deposits. These are not greenfield projects; the Meråker license hosts the Lillefjell and Mannfjell deposits, which saw intermittent copper and zinc mining from the mid-18th to the early 20th centuries. Bayrock's strategy is to apply modern exploration techniques to these historic, underexplored areas to unlock new value.

Perhaps its most advanced asset is the Lainejaur Project in northern Sweden, a historical high-grade nickel-copper mine that operated during World War II. The mine produced approximately 100,000 tonnes at an impressive 2.2% nickel plus copper before closing in 1945. A 2018 JORC-compliant Mineral Resource Estimate outlined an inferred resource of 460,000 tonnes grading 2.2% nickel, 0.70% copper, and 0.15% cobalt, with valuable platinum-group metals and gold credits. The deposit remains open for expansion, offering significant exploration upside.

The timing for a copper-focused explorer could not be more opportune. Analysts project a continued bull market for the red metal, with some forecasts, such as those from J.P. Morgan, calling for prices to potentially reach $12,500 per metric ton during 2026 amid a structural supply deficit driven by electrification and grid build-outs.

The Mechanics of the Reverse Takeover

The transaction is a complex but common maneuver for private companies seeking a public listing. It will be executed via an off-market takeover bid under Australian law for all of Bayrock's outstanding shares.

Under the terms of the March 9 definitive agreement, ECC5 will first consolidate its own share capital on a 1.4125-for-1 basis. Following this, it will issue an aggregate of 17.4 million post-consolidation shares to current Bayrock shareholders, at a deemed price of CAD$0.25 per share.

A crucial condition for the deal's completion is a concurrent private placement financing intended to raise a minimum of CAD$2.2 million. This will be achieved by selling subscription receipts of Bayrock, which will automatically convert into securities of the new public company upon closing. The proceeds from this financing are earmarked for exploration work on the Norwegian Sagvoll and Meråker properties, as well as for general working capital.

The deal also includes several share issuances to settle existing obligations and fees. These include shares for a finder's fee, settlement of CAD$300,000 in Bayrock liabilities, and settlement of obligations to Elemental Royalty Corporation and holders of convertible notes. Upon closing, the newly formed Bayrock Resources Limited will be positioned with fresh capital to immediately begin advancing its key projects.

Veteran Leadership to Helm the New Entity

Investors will be looking closely at the leadership team tasked with executing on Bayrock's strategy. Upon completion of the acquisition, the board and management will be reconstituted with a team of seasoned industry veterans, primarily from Bayrock's existing leadership.

Ian Spence, Bayrock's current CEO, will lead the resulting company as CEO and Director. An MBA-qualified geologist, Spence brings over 30 years of international experience in both the operational and capital market sides of the resource sector.

He will be joined by Cosimo Damiano as CFO, Corporate Secretary, and Director. Damiano has a deep background in resource sector finance, with over 30 years of experience in strategic analysis and financial modeling with global investment banks and commodity trading houses like Mercuria Group.

Rounding out the proposed board is Rob Thomson, a mining engineer with over 40 years of international experience. Thomson has a notable track record of commercializing nine exploration projects into operating mines across Asia and has held CEO or Managing Director roles at three listed mining companies. Scott Ackerman, CEO of Emprise Capital Corp. and a veteran of public markets, will also serve as a director.

Navigating the Path to Completion

While the definitive agreement marks a significant milestone, several conditions must be met before the transaction can close. The deal is subject to the final approval of the TSX Venture Exchange, which has not passed upon the merits of the transaction. Trading in ECC5's common shares will remain halted pending further filings.

As is standard for a Qualifying Transaction, the deal is subject to sponsorship by a TSX-V member firm unless an exemption is granted. ECC5 has stated its intention to apply for a waiver from this requirement, but there is no guarantee it will be successful. If a waiver is not obtained, a sponsor will need to be engaged.

Ultimately, the success of the transaction hinges on the concurrent financing and regulatory approvals. Should the deal proceed as planned, it will launch a new, well-funded explorer onto the public stage, offering investors exposure to strategically important base and battery metals within the stable and well-regulated mining jurisdictions of Scandinavia.