Mr. Doug McFaul reports

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

ECC Ventures 5 Corp. is providing the following update on the status of its offer to acquire all of the outstanding ordinary shares of Bayrock Resources Ltd.

On May 13, 2026 (see ECC Ventures 5's May 14, 2026, press release), ECC Ventures 5 lodged a bidder's statement with the Australian Securities and Investments Commission (ASIC), commencing an off-market takeover offer to acquire 100 per cent of the shares of Bayrock. The ECC Ventures 5 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 ECC Ventures 5 offer. The bidder's statement was also sent out to all Bayrock shareholders.

The ECC Ventures 5 offer is set to close at 5 p.m. AEST on July 31, 2026, unless extended or withdrawn.

The main condition to the ECC Ventures 5 offer is a minimum acceptance condition (the 90-per-cent acceptance condition). To complete the transaction, ECC Ventures 5 must receive acceptances from Bayrock shareholders representing at least 90 per cent of all Bayrock shares on issue. As of today, only 45.09 per cent of Bayrock shareholders have accepted the ECC Ventures 5 offer. The remaining 54.91 per cent of Bayrock shareholders have not accepted the ECC Ventures 5 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-per-cent acceptance condition is met before the ECC Ventures 5 offer expires on July 31, 2026, the ECC Ventures 5 offer will lapse and be terminated at such time. All Bayrock shareholders who tendered their shares into the ECC Ventures 5 offer will have their shares returned, and Bayrock will continue as an unlisted public company.

ECC Ventures 5 will provide further updates regarding its proposed qualifying transaction to acquire Bayrock in future press releases. Trading of ECC Ventures 5's common shares will remain halted pending further filings with the exchange.

We seek Safe Harbor.