ECC Ventures 5 Corp. enters Definitive Agreement with Bayrock Resources for

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…