Mr. Peter Dickie reports

ECC VENTURES 6 CORP. ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE LCM ENERGY SOLUTION INC.

Further to its news release dated July 20, 2023, ECC Ventures 6 Corp. has entered into a definitive amalgamation agreement, dated effective Nov. 30, 2023, pursuant to which it will acquire, through its newly formed subsidiary, 1428703 B.C. Ltd. (Acquireco), all of the issued and outstanding share capital of LCM Energy Solution Inc. (LCMBC). The acquisition will constitute a reverse takeover and the company's qualifying transaction under the policies of the TSX Venture Exchange. Upon closing of the acquisition, ECC6 will change its name to LCM Energy Solution Inc. and is expected to become a technology issuer.

The acquisition

The acquisition will be completed by way of an amalgamation, pursuant to which, inter alia: (i) ECC6 will complete a share consolidation on the basis of 1.1834409 preconsolidation common shares for one postconsolidation common share; (ii) all 565,000 ECC6 stock options currently issued and outstanding will be cancelled; and (iii) the shareholders of LCMBC will be issued an aggregate of 73.4 million resulting issuer shares (as defined herein) at a deemed price of $1 per resulting issuer share in exchange for their common shares of LCMBC. It is anticipated that certain of the resulting issuer shares issued as consideration for the acquisition will be subject to escrow and resale restrictions pursuant to the policies of the exchange.

Upon closing of the acquisition, current securityholders of ECC6 are expected to own: (i) 4,774,214 resulting issuer shares, 1,689,987 of such resulting issuer shares which are expected to be subject to escrow provisions pursuant to the policies of the exchange; and (ii) 168,999 agent options, each exercisable at 12 cents per resulting issuer share until Dec. 17, 2026.

The company will also issue 2,205,000 resulting issuer shares to an arm's-length party, Golden Gate Capital Inc., as a finder's fee in connection with the acquisition, at a deemed price of $1 per resulting issuer share. Payment of the finder's fee remains subject to exchange acceptance.

About LCM Energy Solution Inc.

LCMBC is a private holding company incorporated on Oct. 13, 2022, pursuant to the laws of British Columbia. LCMBC's principal asset is its wholly owned subsidiary, LCM Energy Solution (Korea) Inc., a private company incorporated on March 9, 2021, pursuant to the laws of South Korea. Pursuant to a share exchange agreement, on March 15, 2023, LCMBC and LCM Korea completed a business combination. As of Dec. 31, 2022 (audited), LCM Korea had assets of $9,066,677, current and long-term liabilities of $7,744,556, and a working capital deficit of $1,092,179, and, for the year ended Dec. 31, 2022 (audited), it had nil sales and incurred a net and comprehensive loss of $4,193,465, including research and development costs of $754,876. As of Dec. 31, 2022 (audited), LCMBC had assets of $3,000, liabilities of $15,000 and a working capital deficit of $10,000, and, for the period from incorporation on Oct. 13, 2022, to Dec. 31, 2022 (audited), it had nil sales and incurred a net and comprehensive loss of $15,000. As of Sept. 30, 2023 (unaudited), on a consolidated basis, LCMBC had assets of $9,237,519, current and long-term liabilities of $9,320,685, and a working capital deficit of $6,163,596, and, for the nine months ended Sept. 30, 2023 (unaudited), it had sales of $45,928 and incurred a net and comprehensive loss of $2,305,047, including research and development costs of $642,952. LCM Korea's principal activities focus on two green energy technologies: LCM Korea has developed customized lithium battery solutions for various industries such as e-mobility, energy storage systems, and special market sectors such as the military and defence market. Together with its hardware technology for cell and battery pack design, manufacturing and assembly, LCM Korea is also developing a software platform for integrated management for optimal operation of secondary-battery-equipped vehicles, vessels, drones, machines and other devices; and LCM Korea, based on its own patented technologies, has developed and is manufacturing and marketing bidirectional, vertical, small wind-power generation systems. These hybrid power generation systems combine small wind turbines with a solar power module and LCM Korea's proprietary slip ring, a core component for wind power systems that replaces traditional mercury-type slip rings that cause environmental pollution.

Financing

As a condition to completing the acquisition, the parties intend to complete a non-brokered private placement financing of subscription receipts of Acquireco to raise minimum gross proceeds of $10-million, through the issuance of a minimum of 10 million subscription receipts at a price of $1 per subscription receipt.

The proceeds of the QT financing will be held in escrow, pending the company receiving all applicable regulatory approvals and completing all matters and conditions relating to the acquisition, including the consolidation. Immediately prior to the completion of the acquisition, on satisfaction of the escrow conditions, each subscription receipt will automatically be exchanged for, without payment of any further consideration and with no further action on the part of the holder thereof, one common share of Acquireco, and, immediately thereafter, each Acquireco share issuable upon conversion of the subscription receipts will be exchanged for one common share of the issuer resulting from the acquisition in connection with the acquisition. In the event that the acquisition 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 QT financing, in accordance with the policies of the exchange. Once released from escrow, the resulting issuer will use the proceeds of the QT financing for commercialization of its products and for general working capital purposes.

All securities issued by the resulting issuer in connection with the QT financing will be free trading upon completion of the acquisition.

Resulting issuer board and management

Upon completion of the acquisition, the resulting issuer's board of directors and management team will be reconstituted to include the following directors and management.

Ryan Kim, proposed chief executive officer and director of the resulting issuer and current chief executive officer and director of LCMBC

Mr. Kim has over 10 years of experience working in the corporate development sector with a variety of public and private companies in Canada. In addition, Mr. Kim worked as a regional district manager at a South Korean public company, giving him exposure to public company processes both nationally and internationally. Mr. Kim has developed his career serving as a corporate development and securities compliance officer as well as an independent director in the Canadian public corporation sector. Mr. Kim has exposure to a variety of industries, including construction, real estate development and renewable energy industries. Mr. Kim currently holds the position of vice-president of Blueapple Asset Management Ltd., based in Vancouver, B.C.

Seul Chan Lee, proposed chairman and director of the resulting issuer and current chairman and director of LCMBC and chief executive officer and president of LCM Korea

Mr. Lee, an innovative and performance-driven entrepreneur with a deep passion for technology and business, is currently the chairman and a director of LCMBC and the president and chief executive officer of LCM Korea, and he has experience in managing all aspects of business development. He possesses excellent leadership skills and has extensive experience driving revenue growth and scaling organizations from nationwide to overseas. His entrepreneurial background and ability to commercialize nascent technologies have enabled him to drive innovation to market throughout his career.

Mr. Lee is a graduate of Woongji Accounting & Tax College, majoring in tax administration, and holds a master of business administration from the Graduate School of Business, Hyung Hee University.

Xiao Nan (Nancy) Zhao, proposed chief financial officer and corporate secretary of the resulting issuer

Ms. Zhao has over nine years of experience working with public companies, having served as the chief financial officer for several publicly traded entities, contributing her financial acumen to organizations such as First Hydrogen Corp. and Neo Battery Materials Ltd. Ms. Zhao is currently a board member of First Hydrogen.

Holding the designation of CPA, Ms. Zhao boasts a comprehensive educational background, including a diploma in financial management from the British Columbia Institute of Technology and a bachelor's degree in chemical engineering from Tianjin University of Technology, adding a unique dimension to her financial acumen. Ms. Zhao's professional journey encompasses diverse roles, including years of valuable experience as a procurement agent for Sinopec in China. This multifaceted background equips her with a unique perspective, blending financial proficiency with a comprehensive understanding of global business operations.

Doug McFaul, proposed director of the resulting issuer

Mr. McFaul brings over 26 years of experience in the financial services and capital markets industries and, since 2014, has served as the vice-president, business development, of Emprise Capital Corp., a private merchant bank. Mr. McFaul has experience with the operations of public companies as well as an in-depth understanding of regulatory requirements, completion of necessary financial statements, raising capital and shareholder relations. Mr. McFaul has held numerous board and management positions, providing direction and leadership toward the achievement of an organization's philosophy, mission, strategy, and its annual goals and objectives. Mr. McFaul holds a bachelor of business administration specialized in finance from the University of Alaska Fairbanks and has completed the Canadian Securities Course.

Gary Anderson, proposed director of the resulting issuer

Mr. Anderson was an investment adviser (Canadian and United States licensed) with a leading Canadian brokerage firm between 1987 and 2004 and participated in financing various companies in the mining, oil and gas, geothermal, and technology. industries. After leaving the brokerage industry in 2004, Mr. Anderson joined a Canadian-based geothermal company as a business development manager, assisting in raising over $20-million for that company and forming a new Canadian exploration company with interests in British Columbia, Canada, and in Peru. In 2010, he and his associates acquired and vended a number of Peruvian mining assets to an Australian public company and later to a Canadian mining company, where Mr. Anderson became a director and general manager of the Peruvian subsidiaries. Since 2019, he has been largely a private investor associated with both private and public companies.

Dr. Sung Tae Ko, current chief technology officer of LCM Korea

As chief technology officer, Dr. Ko leads LCM Korea's research and development, product, and engineering departments and is responsible for the strategy and delivery of LCM Korea's product road map. Dr. Ko has over 26 years of experience in the secondary battery industry and is an inventor of 31 battery-related patents. Dr. Ko holds a PhD in electric power electronics from the Sungkyunkwan University, Korea.

Chang Woo Son, current chief marketing officer of LCM Korea

As chief marketing officer, Mr. Son is responsible for leading LCM Korea's domestic and global marketing strategy and execution. Mr. Son is a multiple-time chief executive officer and chief marketing officer in the renewable energy and lithium-ion battery industries.

Leveraging a 30-year record of expertise in technology and technology-based products and services marketing, Mr. Son is a seasoned chief marketing officer who has a proven reputation known for helping companies introduce radically different go-to-market approaches, hone their strategic positioning and disrupt existing markets. He is an expert commissioner of secondary battery 3.0 link business division/ICC and professional commissioner of Energy Valley Forum in Korea. Mr. Son is also the chief executive officer of 2B4G Co. Ltd. and Rebecca Co. Ltd. and a graduate of the Graduate College of Education, Seoul National University.

A copy of the amalgamation agreement will be filed and will be accessible under ECC6's profile on SEDAR+; and, in connection with the acquisition and pursuant to the requirements of the exchange, ECC6 will also file on SEDAR+ a filing statement that will contain details regarding the acquisition, ECC6, LCMBC, LCM Korea and the resulting issuer.

The acquisition is not a non-arm's-length qualifying transaction under the policies of the exchange and therefore is not expected to require approval of ECC6's shareholders. Sponsorship of a qualifying transaction of a capital pool company is required by the exchange unless an exemption from sponsorship requirement is available. ECC6 intends to apply for a waiver from sponsorship requirements. However, there is no assurance that ECC6 will obtain this waiver.

Completion of the acquisition is subject to a number of conditions, including approval of the exchange, completion of the QT financing and the satisfaction of other customary closing conditions. Trading of ECC6's common shares will remain halted pending further filings with the exchange.

Completion of the acquisition is subject to a number of conditions, including, but not limited to, exchange acceptance and, if applicable pursuant to exchange requirements, majority of the minority shareholder approval. Where applicable, the acquisition cannot close until the required approvals are obtained. There can be no assurance that the acquisition will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the acquisition, any information released or received with respect to the acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of ECC6, a capital pool company, should be considered highly speculative.

We seek Safe Harbor.