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VANCOUVER, BC, March 17, 2026 /CNW/ - ECC Ventures 5 Corp. (the "Company" or "ECC5") (TSX-V: ECCV.P), a capital pool company listed on the TSX Venture Exchange Inc. (the "Exchange"), further to its press release of November 12, 2025, is pleased to announce that it has entered into a bid implementation agreement dated March 9, 2026 (the "Definitive Agreement") with Bayrock Resources Limited (ACN 649 314 894) ("Bayrock"), a predominantly copper focussed exploration and development company, with assets in Norway and Sweden. The Definitive Agreement sets forth the basic terms and conditions upon which ECC5 will acquire all the outstanding share capital of Bayrock (the "Proposed Transaction" or the "Acquisition").

The Proposed Transaction will constitute a reverse takeover and ECC5's Qualifying Transaction under Policy 2.4 of the Exchange. Assuming completion of the Proposed Transaction, it is anticipated that ECC5 will graduate to Tier 2 of the Exchange as a mining issuer. The Proposed Transaction will be completed by way of an off-market takeover bid for all outstanding ordinary shares of Bayrock (the "Bayrock Shares") under Chapter 6 of the Australian Corporations Act 2001 (Cth) ("Corporations Act").

About Bayrock Resources Limited

Bayrock is an Australian unlisted public company, incorporated on April 8, 2021, pursuant to the Corporations Act. Bayrock was originally a nickel-focused explorer but has since diversified its portfolio to include high-grade copper, zinc, and gold projects, with a strategic pivot to copper in recent years. Bayrock's projects offer a strategically located European base-metals portfolio in a safe, mining-friendly jurisdiction with excellent access and infrastructure. With historical mining within the licenses and multiple untested target trends, Bayrock's projects are well positioned for value creation through low-cost exploration (target generation and drilling) rather than high initial capital development.

Bayrock's directors are Ian Spence, Ian Pringle and Rob Thomson and Ian Spence also serves as Bayrock's President and CEO. There are 140,975,334 Bayrock Shares issued and outstanding, and an aggregate of 11,522,000 warrants outstanding, each exercisable at AUD$0.03 per share until July 17, 2028. QX Resources Limited, an ASX listed company, owns 50,281,667 (35.67%) Bayrock Shares. In its fiscal year ended June 30, 2025 (unaudited), Bayrock incurred a net and comprehensive loss of AUD$244,752 and had AUD$2,145,717 in total assets, liabilities of AUD$707,920 and nil revenue.

Bayrock's assets in Norway are highly prospective for copper, zinc, and gold, and its asset in Sweden is prospective for nickel, copper, cobalt, and PGEs.

In Norway, Bayrock holds 100% tenure to the Sagvoll and Meråker projects in the Trøndelag County. Sagvoll is a polymetallic exploration licence located in central southern Norway, within the Caledonian orogenic belt and the broader early-Palaeozoic volcanogenic massive sulphide (VMS) metallogenic regime. The licence hosts both classic VMS-style copper-zinc-gold mineralisation and magmatic nickel-copper-sulphide potential. Bayrock's Meråker project is a large-scale polymetallic exploration licence also located in central southern Norway, forming part of the historic Røros Mining District along the early Palaeozoic Caledonian metallogenic belt. Meråker hosts multiple historic copper and zinc mines and prospects developed on N-S strike-trending VMS systems, notably the Lillefjell Deposit and Mannfjell Deposit, which were mined intermittently between the mid-18th century and the early 20th century.

In Sweden, Bayrock holds 100% tenure to the Lainejaur Project that is in Västerbotten County in the municipality of Malå, approximately 15km northeast of the town of Malå in northern Sweden. Lainejaur comprises a historical underground nickel-copper mine which operated during World War II, producing approximately 100kt at 2.2% Ni plus Cu¹. An open JORC Mineral Resource Estimate was completed in 2018 which highlights the projects strong prospectivity for further commercial exploitation of the exceptionally high-grade mineralisation in the future.

Further information on Bayrock, including current financial statements, and a geological report in accordance with National Instrument 43-101 in respect of the Sagvoll and Meråker properties are currently being prepared for filing with the Exchange, and will be filed and posted on SEDAR+ when available.

Terms of the Proposed Transaction

Upon completion of the Proposed Transaction, ECC5 will have acquired 100% ownership of Bayrock, and the assets of Bayrock will become the business of ECC5 (the "Resulting Issuer"). The final structure of the Proposed Transaction is subject to satisfactory tax, corporate, and securities law advice for both ECC5 and Bayrock.

It is intended that the common shares of the Resulting Issuer will be listed and posted for trading on the Exchange. Concurrent with the completion of the Proposed Transaction, it is also anticipated that ECC5 will change its name to Bayrock Resources Limited in connection with completion of the Proposed Transaction, subject to Exchange approval.

Under the terms of the Proposed Transaction, the Company will complete a consolidation of its share capital on a 1.4125 for 1 basis (the "Consolidation"), and current holders of Bayrock Shares will be issued an aggregate of 17,400,000 post-Consolidation common shares of the Company (the "Consideration Shares"), at a deemed price of $0.25 per Consideration Share (the "Reference Price"), in exchange for all currently existing Bayrock Shares. Certain of the Consideration Shares will be subject to escrow and resale restrictions pursuant to applicable Canadian securities laws and the policies of the Exchange. The Company will also issue: i) 1,000,000 post-Consolidation common shares of the Company at the Reference Price, to Pimlico Partners, an arm's length party, as a finder's fee in connection with the Acquisition (the "Finder's Shares"), ii) 1,200,000 post-Consolidation common shares of ECC5 at the Reference Price, in settlement of CAD$300,000 in certain existing liabilities of Bayrock (the "Debt Shares"), iii) AUD$200,000 in post-Consolidation common shares of the Company at the Reference Price to Elemental Royalty Corporation, and an equivalent number of warrants of the Company, exercisable at CAD$0.375 per post-Consolidation common share of ECC5 for a period of three years from date of issue, in settlement of certain Bayrock exploration project obligations (the "Elemental Shares"), and iv) post-Consolidation common shares of ECC5 in settlement of up to AUD$600,000 in convertible notes of Bayrock, at a deemed price of $0.1875 per share, and an equivalent number of warrants of the Company, exercisable at $0.25 per post-Consolidation share for a period of two years from the date of issuance (the "Convertible Note Shares"). The Finder's Shares will be subject to a statutory hold period of four months plus one day from the date of issuance, the Debt Shares and Convertible Note Shares will be free trading upon issuance, and the Elemental Shares will be subject to a contractual hold period of six months from the date of issuance.

Existing convertible securities of the Company will be subject to the Consolidation, resulting in 141,593 agent options and 400,000 stock options, each exercisable at $0.1413 per post-Consolidation common share of the Company until December 16, 2026, and 1 year from the date of closing of the Acquisition, respectively, and existing convertible securities of Bayrock will be exchanged for equivalent convertible securities of the Company, resulting in the issuance of an aggregate of 1,422,113 warrants of the Resulting Issuer being issued with an exercise price of $0.2337 per post-Consolidation common share of the Resulting Issuer, with an expiry date of July 17, 2028.

Arm's Length Relationships

The Proposed Transaction is not a Non-Arm's Length Qualifying Transaction and there are no Non-Arm's Length Parties to the Qualifying Transaction (as such terms are defined in Exchange Policy 2.4) and it is not currently contemplated that approval by ECC5's shareholders will be required or sought for the Acquisition.

Financing

As a condition to completing the Proposed Transaction, the parties intend to complete a non-brokered private placement financing (the "Concurrent Financing") of subscription receipts of Bayrock (the "Subscription Receipts"), to raise a minimum of CAD$2,200,000 through the issuance of a minimum of 8,800,000 Subscription Receipts at the Reference Price per Subscription Receipt.

The proceeds of the Concurrent Financing will be held in escrow, pending the Company receiving all applicable regulatory approvals, and completing all matters and conditions relating to the Acquisition. Immediately prior to the completion of the Acquisition, on satisfaction of the escrow conditions, each Subscription Receipt will automatically be exchanged, for no further consideration and with no further action on the part of the holder thereof, to acquire securities of Bayrock. The Bayrock securities issuable on exercise of the Subscription Receipts will be exchanged for economically equivalent securities of the Resulting Issuer. The Company may pay a commission in connection with the Concurrent Financing. Once released from escrow, the Resulting Issuer will use the proceeds of the Concurrent Financing for a work program on the Sagvoll and Meråker properties, and for general working capital purposes.

All securities issued by the Resulting Issuer in connection with the Concurrent Financing will be free trading upon completion of the Acquisition.

Resulting Issuer Board and Management

Upon completion of the Acquisition, the Resulting Issuer's board of directors and management team will be reconstituted to include four directors and management comprised of the individuals listed below.

Ian Spence, proposed CEO and Director of the Resulting Issuer

Ian Spence is the current CEO and a Director of Bayrock, and is an MBA Qualified Geologist with over 30 years of extensive and varied "hands-on" international industry experience in the resources & resource related capital market sectors. During his career he previously held a number of commercial strategic & operational leadership roles, several of which were highly successful value generating senior management & directorship appointments (private & publicly listed) in multiple commodity open-cut & underground miners, explorers, and resource developers. Ian also has over 10 years of experience in mining analytical & corporate advisory roles for international capital firms, funds, merchant banks & resource companies.

Cosimo Damiano, proposed CFO, Corporate Secretary, and Director of the Resulting Issuer

Cosimo Damiano is a seasoned resource sector executive with over 30 years of strategic, commercial, and financial experience across the global oil, gas, and resources industries. His background includes strategic analysis, financial modelling and principal investment roles with global investment banks and energy commodity trading houses, providing deep expertise in structuring and financing complex energy assets across diverse jurisdictions and fiscal regimes. Cosimo has extensive experience in North America, where he represented the Mercuria Group as Director of Upstream Investments and oversaw the company's oil and gas investment interests in key producing regions including California and North Dakota. He also has significant public company leadership experience, having served as Executive Director and Managing Director of Xstate Resources Limited from 2015 to 2019, guiding the company's strategic development and investment initiatives. Cosimo began his career in investment banking with ANZ Banking Group and Merrill Lynch and has built a reputation for combining analytical rigour with commercial insight to deliver value across exploration, production, and investment platforms.

Rob Thomson, proposed Director of the Resulting Issuer

Rob Thomson is a Director of Bayrock, and has a BE (Mining) and MBA and is a Fellow of the AusIMM² with 40+ years international exploration and mining experience, including 20+ years as a director on a number of ASX, JSE, TSX.V and AIM listed companies. Rob has been the Managing Director or CEO for 15 years of three companies (Theta Gold Mines Limited, Asian Mineral Resources Limited, and Climax Mining Ltd.) as well as holding Executive Director and GM/Site Project Director roles closely involved in setting-up and commercialising nine exploration projects through to mining operations. These include Finder's Resources Ltd. Wetar 25 Ktpa³ copper cathode project in Indonesia, Kingsgate Consolidated Limited's +125Kozpa⁴ Chatree open-cut goldmine in Thailand, Oxiana Limited's +125Kozpa, Sepon open-cut CIL goldmine in Laos and Climax Mining's Didipio +150Kozpa (gold equivalent) gold/copper concentrates in the Philippines. With Asian Mineral Resources he was a Founding Director in the pre-IPO and TSX.V listing and later appointed as CEO of the company that developed the Ban Phuc underground nickel/copper operations in Vietnam. He is a Founding Director of Southern Palladium Limited (ASX and JSE Listed) as well as a Director of Pacific Nickel Mines Limited (ASX listed).

Scott Ackerman, proposed Director of the Resulting Issuer

Scott Ackerman is the CEO of Emprise Capital Corp., a company providing management, accounting, and financial services to public companies. Mr. Ackerman has been active in the public markets for more than 30 years, having held senior executive roles in various capacities from investor relations to executive management. Mr. Ackerman also serves as a director, senior officer and audit committee member of a number of mining issuers.

A copy of the Definitive Agreement will be filed and will be accessible under ECC5's profile on SEDAR+ (www.sedarplus.ca), and in connection with the Acquisition and pursuant to the requirements of the Exchange, ECC5 will also file on SEDAR+ a filing statement which will contain details regarding the Acquisition, ECC5, Bayrock, and the Resulting Issuer.

The Proposed Transaction is not a Non-Arm's Length Qualifying Transaction under the policies of the Exchange and therefore is not expected to require approval of ECC5's shareholders. Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange unless an exemption from sponsorship requirement is available. ECC5 intends to apply for a waiver from sponsorship requirements. However, there is no assurance that ECC5 will obtain this waiver.

Completion of the Acquisition is subject to a number of conditions, including approval of the Exchange, completion of the Concurrent Financing and the satisfaction of other customary closing conditions. Trading of ECC5's common shares will remain halted pending further filings with the Exchange.

Sponsorship

The Proposed Transaction is subject to the sponsorship requirements of the Exchange unless an exemption from those requirements is granted. The Company intends to apply for an exemption from the sponsorship requirements; however, there can be no assurance that an exemption will be obtained. If an exemption from the sponsorship requirements is not obtained, a sponsor will be identified at a later date.

Qualified Person

Scientific and technical aspects of this news release have been reviewed and approved by Dr. Ian J Pringle BSc Hons Geol, PhD Geol, MAIG, who is a director of Bayrock, and a qualified person as defined by National Instrument 43-101.

The potential quantity and grade of mineralization described herein is conceptual in nature as there has been insufficient exploration to define a mineral resource and it is uncertain if further exploration will result in the target being delineated as a mineral resource.

On Behalf of the Board of Directors of ECC Ventures 5 Corp.

Doug McFaul
Director

Completion of the Proposed Transaction is subject to a number of conditions, including, among others, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required approvals are obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Qualifying Transaction, or the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of ECC5 should be considered highly speculative.

The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

Statements included in this announcement, including statements concerning ECC5, Bayrock and the Resulting Issuer's plans, intentions, and expectations, which are not historical in nature are intended to be, and are hereby identified as, "forward‐looking statements". Forward-looking statements include, among other matters, the terms and timing of the Proposed Transaction and the Concurrent Financing, the preparation and publication of a geological report and financial statements, the growth plans of the Resulting Issuer and statements concerning the Resulting Issuer following completion of the Proposed Transaction, including the composition of the Resulting Issuer's board of directors and management team. Forward‐looking statements may be, but are not always, identified by words including "anticipates", "believes", "intends", "estimates", "expects" and similar expressions. The Company cautions readers that forward‐looking statements, including without limitation those relating to the Company's and Bayrock's future operations and business prospects, are subject to certain risks and uncertainties (including risks that the Proposed Transaction does not proceed, or proceed on the expected terms, geopolitical risk, regulatory, and exchange rate risk) that could cause actual results to differ materially from those indicated in the forward‐looking statements. There can be no assurance that any forward-looking statement will prove to be accurate or that management's assumptions underlying such statements, including assumptions concerning the Proposed Transaction or future developments, circumstances or results will materialize. The forward-looking statements included in this news release are made as of the date of this new release and the Company does not undertake to update or revise any forward-looking information included herein, except in accordance with applicable securities laws.

SOURCE ECC Ventures 5 Corp.