Mr. Doug McFaul reports

ECC VENTURES 5 CORP. LODGES BIDDER'S STATEMENT IN CONNECTION WITH PROPOSED QUALIFYING TRANSACTION TO ACQUIRE BAYROCK RESOURCES

Further to ECC Ventures 5 Corp.'s (ECC5) press releases of Nov. 12, 2025, and March 17, 2026, regarding its proposed qualifying transaction to acquire Bayrock Resources Ltd., ECC5 lodged its bidder statement with the Australian Securities and Investments Commission on May 13, 2026, in connection with ECC5's off-market takeover bid to acquire all of the outstanding ordinary shares of Bayrock pursuant to Chapter 6 of the Australian Corporations Act 2001 (Cth).

The ECC5 offer is dated May 15, 2026, and will remain open for acceptance until 5 p.m. Australian Eastern Standard Time on July 31, 2026, unless extended or withdrawn. The bidder statement has been dispatched to Bayrock shareholders in accordance with the requirements of the Corporations Act.

The Bayrock directors unanimously recommend that Bayrock shareholders accept the ECC5 offer.

Terms of the ECC5 offer

Under the terms of the ECC5 offer, for every 8.10 Bayrock shares held, each Bayrock shareholder will receive one new postconsolidation common share of ECC5. The proposed transaction will constitute ECC5's qualifying transaction under Policy 2.4 of the exchange, and the proposed transaction remains subject to exchange acceptance and satisfaction of other customary closing conditions, including completion of the concurrent financing of a minimum of $2.2-million.

As previously announced, ECC5 will complete a consolidation of its share capital on a 1:1.4125 basis in connection with the proposed transaction. Assuming completion of the proposed transaction, it is anticipated that the resulting issuer will graduate to Tier 2 of the exchange as a mining issuer and change its name to Bayrock Resources Ltd., subject to exchange approval.

About Bayrock Resources Ltd.

Bayrock is an Australian unlisted public company, incorporated pursuant to the Corporations Act. Bayrock is a predominantly copper-focused exploration and development company with assets in Norway and Sweden. Bayrock's projects offer a strategically located European base metals portfolio in a safe, mining-friendly jurisdiction with excellent access and infrastructure.

In Norway, Bayrock holds 100-per-cent tenure to the Sagvoll and Meraker projects in the Trondelag county, both located within the Caledonian orogenic belt and the early-Palaeozoic volcanogenic massive sulphide (VMS) metallogenic regime. In Sweden, Bayrock holds 100-per-cent tenure to the Lainejaur project in Vasterbotten county, comprising a historical underground nickel-copper mine with an open JORC mineral resource estimate completed in 2018.

Availability of the bidder statement

The bidder statement is being circulated directly to Bayrock shareholders and will also be filed and accessible under ECC5's profile on SEDAR+.

Trading of ECC5's common shares will remain halted pending further filings with the exchange.

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.

We seek Safe Harbor.