The board of ECC Ventures 5 Corp. (TSX-V: ECCV.P), a capital pool company listed on the TSX Venture Exchange, announced that it entered into a bid implementation agreement dated March 9, 2026 to acquire all issued shares of Bayrock Resources Limited (ACN 649 314 894). This transaction is structured as an off-market takeover under Chapter 6 of the Australian Corporations Act 2001 (Cth) and is intended to be ECC5’s Qualifying Transaction under Exchange Policy 2.4.
If completed, the deal will be a reverse takeover, anticipated to qualify ECC5 to graduate to Tier 2 status as a mining issuer on the Exchange.
Table of Contents:
Overview of the proposed deal and mechanics
The Definitive Agreement contemplates ECC5 acquiring 100% ownership of Bayrock so that Bayrock’s assets become the business of the combined company (the Resulting Issuer). ECC5 plans a share consolidation on a 1.4125 for 1 basis (the Consolidation) and proposes issuing an aggregate of 17,400,000 post-Consolidation common shares as consideration for all outstanding Bayrock shares, at a deemed Reference Price of $0.25 per Consideration Share. Concurrently, ECC5 anticipates changing its name to Bayrock Resources Limited, subject to Exchange approval and customary regulatory steps.
Assets and regional footprint
Norway: Sagvoll and Meråker
Bayrock holds full tenure to two Norwegian licences: Sagvoll and Meråker, both in Trøndelag County within the Caledonian metallogenic belt. Sagvoll is a polymetallic licence that contains classic volcanogenic massive sulphide (VMS) style copper-zinc-gold mineralization plus magmatic nickel-copper-sulphide potential. Meråker, part of the historic Røros Mining District, hosts multiple historic copper and zinc mines and prospects, including the Lillefjell and Mannfjell zones, which saw intermittent mining from the mid-18th century into the early 1900s. These assets provide low-cost exploration optionality through target generation and drilling.
Sweden: Lainejaur
In Sweden, Bayrock owns 100% of the Lainejaur project in Västerbotten County, near Malå. Lainejaur includes a historical underground nickel-copper mine that operated during World War II and produced approximately 100kt at an average grade of about 2.2% Ni plus Cu. A JORC mineral resource estimate completed in 2018 highlights significant high-grade potential and makes Lainejaur a compelling target for further drilling and potential commercial development in the future.
Transaction economics and securities treatment
As part of the consideration and corporate housekeeping, a number of share issuances and exchanges are proposed: Finder’s Shares of 1,000,000 post-Consolidation shares to Pimlico Partners as a finder fee; Debt Shares of 1,200,000 shares to settle CAD$300,000 of Bayrock liabilities; Elemental Shares representing AUD$200,000 in shares and an equal number of warrants exercisable at CAD$0.375 for three years; and conversion of up to AUD$600,000 of convertible notes into shares at a deemed price of $0.1875 plus warrants exercisable at $0.25 for two years. Certain Consideration Shares will be subject to escrow or resale restrictions under Canadian securities rules and Exchange policy.
Financing, convertible securities and governance
Completion is conditional on a Concurrent Financing—a non-brokered private placement of subscription receipts to raise a minimum of CAD$2,200,000 via at least 8,800,000 Subscription Receipts at the Reference Price. Proceeds will be held in escrow until regulatory approvals and closing conditions are satisfied, then used for work programs on the Sagvoll and Meråker properties and for general working capital. Existing convertible securities of both companies will be adjusted for the Consolidation, resulting in specified agent options, stock options and an aggregate issuance of 1,422,113 warrants of the Resulting Issuer exercisable at $0.2337 with an expiry of July 17, 2028.
Leadership and regulatory next steps
The intended board and senior team of the Resulting Issuer include Bayrock executives and experienced industry directors: Ian Spence (proposed CEO and Director), Cosimo Damiano (proposed CFO, Corporate Secretary and Director), Rob Thomson (proposed Director), and Scott Ackerman (proposed Director). Bayrock was incorporated on April 8, 2026, currently has 140,975,334 issued shares and 11,522,000 warrants outstanding exercisable at AUD$0.03 until July 17, 2028, and major shareholder QX Resources Limited holds 50,281,667 shares (35.67%). For the fiscal year ended June 30, 2026, Bayrock reported a net loss of AUD$244,752, total assets of AUD$2,145,717, liabilities of AUD$707,920 and nil revenue.
Conditions, filings and timeline
The transaction remains subject to regulatory approvals from the TSX Venture Exchange, satisfaction of financing and escrow conditions, and customary corporate and tax structuring advice. ECC5 will file the Definitive Agreement and a filing statement on SEDAR+ containing the required disclosures, including a NI 43-101 style geological report for Sagvoll and Meråker when available. ECC5 also intends to seek a waiver from the Exchange’s sponsorship requirement for capital pool company qualifying transactions, though no assurance of a waiver is guaranteed. If all conditions are met, the Resulting Issuer’s securities would be listed and posted for trading on the Exchange following closing.
