00:59:42 EDT Sat 25 Jul 2026
Enter Symbol
or Name
USA
CA



ECC Ventures 5 Corp
Symbol ECCV
Shares Issued 5,650,000
Recent Sedar+ Documents

ECC Ventures 5's Bayrock QT needs 90% holder OK

2026-07-24 18:30 ET - News Release

Subject: ECC Ventures 5 Corp - press release for dissemination (Bayrock Bid Statement Status Update) Word Document

File: '\\swfile\EmailIn\20260724 152132 Attachment ECC5_NR_BiddersStatement Status Update_July 24 2026.docx'

LEGAL*72664994.1

LEGAL*72664994.1

ECC VENTURES 5 CORP.

Suite 515 - 701 W. Georgia Street

Vancouver, BC V7Y 1C6

Telephone: +1-778-331-8505

NEWS RELEASE

ECC VENTURES 5 CORP. PROVIDES UPDATE ON OFFER TO ACQUIRE BAYROCK RESOURCES

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES.

July 24, 2026 - Vancouver, BC, Canada. ECC Ventures 5 Corp. (the "Company" or "ECC5") (TSX-V: ECCV.P), is providing the following update on the status of its offer to acquire all of the outstanding ordinary shares of Bayrock Resources Limited (ACN 649 314 894) ("Bayrock").

On May 13, 2026, (see ECC5's May 14, 2026 press release), ECC5 lodged a Bidder's Statement with the Australian Securities and Investments Commission (ASIC), commencing an off-market takeover offer to acquire 100% of the shares of Bayrock (the "ECC5 Offer"). The ECC5 Offer was supplemented by a First Supplementary Bidder's Statement dated June 5, 2026. Together, these documents set out the terms and conditions of the ECC5 Offer (the "Bidder's Statement"). The Bidder's Statement was also sent out to all Bayrock shareholders.

The ECC5 Offer is set to close at 5:00 p.m. (AEST) on July 31, 2026, unless extended or withdrawn.

The main condition to the ECC5 Offer is a minimum acceptance condition (the "90% Acceptance Condition"). To complete the transaction, ECC5 must receive acceptances from Bayrock shareholders representing at least 90% of all Bayrock shares on issue. As of today, only 45.09% of Bayrock Shareholders have accepted the ECC5 Offer. The remaining 54.91% of Bayrock shareholders have not accepted the ECC5 Offer. This is the primary condition that must be satisfied for the transaction to proceed, and it cannot be waived without Bayrock's consent.

Unless the 90% Acceptance Condition is met before the ECC5 Offer expires on July 31, 2026, the ECC5 Offer will lapse and be terminated at such time. All Bayrock shareholders who tendered their shares into the ECC5 Offer will have their shares returned, and Bayrock will continue as an unlisted public company.

ECC5 will provide further updates regarding its proposed qualifying transaction to acquire Bayrock (the "Proposed Transaction") in future press releases. Trading of ECC5's common shares will remain halted pending further filings with the Exchange.

For more information, please contact the Company at 778-331-8505 or email: dmcfaul@emprisecapital.com

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 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's and Bayrock'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 lapsing and termination of the ECC5 Offer, the terms and timing of the Proposed Transaction and ECC5 providing further updates with respect to its proposed qualifying transaction to acquire Bayrock. 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 news release and the Company does not undertake to update or revise any forward-looking information included herein, except in accordance with applicable securities laws.

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