Mr. Doug McFaul reports

ECC VENTURES 5 CORP. ENTERS INTO BUSINESS COMBINATION AGREEMENT WITH BAYROCK RESOURCES FOR QUALIFYING TRANSACTION

Further to the press releases of March 17, 2026, May 14, 2026, and July 24, 2026, ECC Ventures 5 Corp. (ECC5) has entered into a business combination agreement dated Aug. 12, 2026, among ECC5, 1360621 B.C. Ltd. (Newco), a wholly owned subsidiary of ECC5, Bayrock Resources Ltd. and 1602400 B.C. Ltd. (Bayrock Subco), a wholly owned subsidiary of Bayrock.

The business combination agreement replaces the bid implementation agreement dated March 9, 2026, between ECC5 and Bayrock in its entirety. The BIA was entered into in connection with an off-market takeover bid by ECC5 for all outstanding ordinary shares of Bayrock under Chapter 6 of the Australian Corporations Act 2001 (Cth), which bid lapsed on July 31, 2026. The business combination agreement sets forth the terms and conditions upon which ECC5 will acquire Bayrock Subco by way of a three-cornered amalgamation, which will constitute ECC5's qualifying transaction under Policy 2.4 of the TSX Venture Exchange.

About Bayrock Resources Ltd.

Bayrock is an Australian unlisted public company incorporated pursuant to the Corporations Act 2001 (Cth). Through its wholly owned subsidiaries Exploration Opportunity 1 AS, a Norwegian entity, and Metalore Pty. Ltd., an Australian entity, Bayrock holds the Sagvoll and Meraker polymetallic exploration projects in the Trondelag county, Norway, and the Lainejaur nickel-copper project in Vasterbotten county, Sweden. Bayrock's projects offer a strategically located European base metal portfolio in a safe, mining-friendly jurisdiction with excellent access and infrastructure. Bayrock's directors are Ian Spence (president and chief executive officer), Ian Pringle and Cosimo Damiano.

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 platinum group elements. Further information on Bayrock, including current financial statements and a geological report prepared in accordance with National Instrument 43-101 in respect of the Sagvoll and Meraker properties, will be filed and posted on SEDAR+ in connection with the proposed transaction.

Terms of the proposed transaction

The proposed transaction (as defined below) 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 a three-cornered amalgamation pursuant to Section 269 of the Business Corporations Act (British Columbia), whereby Bayrock Subco, which will hold all of the issued and outstanding shares of each of EO1AS and Metalore at the effective time, will amalgamate with Newco to form a new amalgamated entity (Amalco), which will be a wholly owned subsidiary of ECC5, to be named Bayrock Minerals Corp., or such other name as the parties may agree. As a result, ECC5 will hold all of the issued and outstanding shares of Amalco, and, through Amalco, will hold all of the assets of the business of the Bayrock group.

Prior to or concurrent with the completion of the proposed transaction: (i) ECC5 will consolidate its issued and outstanding common shares on the basis of one postconsolidation common share of ECC5 for every 1.4125 preconsolidation ECC5 common shares outstanding, resulting in four million ECC5 postconsolidation shares outstanding. All existing convertible securities of ECC5 will be adjusted to reflect the consolidation resulting in 141,593 agent options and 400,000 stock options, each exercisable at 14.13 cents per ECC5 postconsolidation share until Dec. 16, 2026, and one year from the date of closing of the proposed transaction, respectively.

Pursuant to the business combination agreement, subject to the satisfaction of certain conditions, including completion by Bayrock Subco of an interim financing in the amount of $300,000 (Australian), ECC5 has agreed to issue an aggregate of 20,996,173 ECC5 postconsolidation share to the shareholders of Bayrock Subco, including shares to be issued in satisfaction of certain exploration obligations. The shares will be issued at a deemed price of 25 cents per share. In addition, ECC5 has agreed to issue an aggregate of 4,940,601 share purchase warrants, exercisable at 25 cents per ECC5 postconsolidation share, for a period of two years from their date of issuance, and 784,314 share purchase warrants, exercisable at 37.5 cents per ECC5 postconsolidation share, for a period of three years from their date of issuance. ECC5 has also agreed to issue 898,907 ECC5 postconsolidation shares, at a deemed price of 25 cents per share, to Pimlico Partners, an arm's-length party, as a finder's fee in connection with the proposed transaction. Concurrent with closing, Bayrock has agreed to distribute some or all of the ECC5 postconsolidation shares that it receives, to its shareholders, on a pro rata basis, by way of a dividend in specie. Certain of the ECC5 postconsolidation shares issued pursuant to the transaction will be subject to escrow and resale restrictions pursuant to applicable securities laws and the policies of the exchange.

Following completion of the proposed transaction, it is anticipated that there will be approximately 25,895,080 ECC5 postconsolidated shares issued and outstanding in the issuer resulting from the proposed transaction, in addition to any ECC5 postconsolidation shares issued as part of the concurrent financing (as defined below).

A copy of the business combination agreement will be filed and will be accessible under ECC5's profile on SEDAR+. In connection with the proposed transaction and pursuant to the requirements of the exchange, ECC5 will file a filing statement on SEDAR+, which will contain details regarding the proposed transaction, ECC5, Bayrock and the resulting issuer.

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). Accordingly, it is not currently contemplated that approval by ECC5's shareholders will be required or sought for the proposed transaction.

Concurrent financing

As a condition to completing the proposed transaction, the parties intend to complete a non-brokered private placement financing of subscription receipts of Newco to raise a minimum of $3-million through the issuance of a minimum of 12 million subscription receipts at a price of 25 cents per subscription receipt. Each subscription receipt will be convertible into one Newco common share, which upon completion of the amalgamation will be automatically exchanged for one ECC5 postconsolidation share for no further consideration and with no further action on the part of the holder.

The proceeds of the concurrent financing will be held in escrow pending receipt of all applicable regulatory approvals and satisfaction of all conditions relating to the proposed transaction. All securities of the resulting issuer issued in connection with the concurrent financing will be free trading upon completion of the proposed transaction. Once released from escrow, the proceeds of the concurrent financing will be used to finance exploration work programs on the Sagvoll and Meraker properties and for general working capital purposes. In the event that the proposed transaction is not completed, each subscription receipt will be cancelled, and the subscription funds will be returned to the subscribers. The company may pay a commission in connection with the concurrent financing.

Resulting issuer board and management

Upon completion of the proposed transaction, the resulting issuer's board of directors and management are expected to be reconstituted to include four directors and management composed of the individuals listed below (details of the fourth director will follow in a subsequent press release) as follows.

Ian Spence, proposed chief executive officer and director

Mr. Spence is the current chief executive officer 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 and resource-related capital market sectors. During his career, he previously held a number of commercial strategic and operational leadership roles, several of which were highly successful value-generating senior management and directorship appointments (private and publicly listed) in multiple commodity open-cut and underground miners, explorers, and resource developers. He also has over 10 years of experience in mining analytical and corporate advisory roles for international capital firms, funds, merchant banks and resource companies.

Cosimo Damiano, proposed chief financial officer, corporate secretary and director

Mr. Damiano is a seasoned resource-sector executive with over 30 years of strategic, commercial and financial experience across the global oil, gas and resource 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. He 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 Ltd. from 2015 to 2019, guiding the company's strategic development and investment initiatives. He 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.

Scott Ackerman, proposed director

Mr. Ackerman is the chief executive officer 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.

Conditions to completion

Completion of the proposed transaction is subject to a number of conditions, including: (i) approval of the exchange; (ii) completion of the concurrent financing for minimum gross proceeds of $3-million; (iii) Bayrock Subco becoming the sole shareholder of each of EO1AS and Metalore prior to the effective time; (iv) receipt of all required regulatory and corporate approvals; and (vi) satisfaction of other customary closing conditions. 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 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.