Mr. Doug McFaul reports

ECC VENTURES 5 CORP. ENTERS LETTER OF INTENT WITH BAYROCK RESOURCES FOR QUALIFYING TRANSACTION

ECC Ventures 5 Corp. has entered into a non-binding letter of intent dated Nov. 10, 2025, with Bayrock Resources Ltd., a predominantly copper-focused exploration and development company, with assets in Norway and Sweden. The LOI sets forth the basic terms and conditions upon which ECC5 and Bayrock will combine their business operations.

The proposed transaction will constitute a reverse takeover and ECC5's qualifying transaction under Policy 2.4 of the TSX Venture Exchange. Assuming completion of the proposed transaction, it is anticipated that ECC5 will graduate to Tier 2 of the exchange as a resource issuer.

The proposed transaction will be completed through a definitive agreement that is to be negotiated by the parties, which will contain customary representations and warranties for similar transactions. It is currently anticipated that the proposed transaction will be completed by way of a business combination, pursuant to which a subsidiary of ECC5 will merge with Bayrock to form the resulting issuer. The proposed transaction is subject to satisfactory due diligence, satisfaction by the parties of all applicable filing and listing requirements pursuant to Policy 2.4, and acceptance and receipt of all applicable regulatory, corporate and shareholder approvals, including the approval of the exchange.

The proposed transaction is not a non-arm's-length qualifying transaction under the policies of the exchange and therefore is not expected to require approval of ECC5'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. ECC5 intends to apply for a waiver from sponsorship requirements. However, there is no assurance that ECC5 will obtain this waiver.

Terms of the proposed transaction

Upon completion of the proposed transaction, ECC5 will have acquired 100-per-cent ownership of Bayrock, and the assets of Bayrock will become the business of the resulting issuer. The final structure of the proposed transaction is subject to satisfactory tax, corporate and securities law advice for both ECC5 and Bayrock.

It is intended that the common shares of the resulting issuer will be listed and posted for trading on the exchange. Concurrent with the completion of the proposed transaction, it is also anticipated that ECC5 will change its name to Bayrock Resources Ltd. in connection with completion of the proposed transaction, subject to exchange approval.

Under the terms of the LOI:

• The deemed value of ECC5 on a postconsolidated basis at closing shall be $1-million, based on the concurrent financing price (as defined below).
• The implied valuation of Bayrock based on the concurrent financing price, shall be $4.55-million, inclusive of Bayrock's current issued and outstanding common shares and shares to be issued in settlement of certain Bayrock liabilities.
• The number of resulting issuer shares to be issued to the shareholders of Bayrock will be determined by dividing $4.55-million by the concurrent financing price. Additional share consideration is to be issued to third parties associated with Bayrock on an arm's-length basis and unrelated to ECC5, including an introduction finder's fee, deferred consideration relating to Bayrock's Norway projects and a bridge financing that is to be completed by Bayrock prior to completion of the proposed transaction.
• Certain of the consideration shares will be subject to escrow and resale restrictions pursuant to the policies of the exchange, and the payment of the introduction finder's fee remains subject to exchange acceptance.

Upon entering into the definitive agreement, a comprehensive news release will be issued by ECC5 disclosing details of the proposed transaction, including the bridge financing, financial information respecting Bayrock, the issued and outstanding securities of each of ECC5 and Bayrock, the final terms of the exchange of securities of ECC5 and Bayrock, the details of any meetings of the shareholders of ECC5 and Bayrock required to approve the proposed transaction and matters related thereto (as applicable), and other material information respecting the proposed transaction.

Financing

As a condition to completing the proposed transaction, the parties intend to complete a non-brokered private placement financing of subscription receipts of Bayrock to raise a minimum of $2.2-million at a price to be determined by ECC5 and Bayrock, which may include the issuance of warrants.

The proceeds of the concurrent financing will be held in escrow, pending the company receiving all applicable regulatory approvals and completing all matters and conditions relating to the proposed transaction. Immediately prior to the completion of the proposed acquisition, on satisfaction of the escrow conditions, each subscription receipt will automatically be exchanged for no further consideration and with no further action on the part of the holder thereof to acquire securities of Bayrock. The Bayrock securities issuable on exercise of the subscription receipts will be exchanged for economically equivalent securities of the issuer resulting from the proposed transaction. The company may pay a commission in connection with the concurrent financing. Once released from escrow, the resulting issuer will use the proceeds of the concurrent financing for a work program on the Sagvoll property and for general working capital purposes.

All securities issued by the resulting issuer in connection with the concurrent financing will be free trading upon completion of the proposed transaction.

About Bayrock Resources Ltd.

Bayrock is an Australian unlisted public company, incorporated on April 8, 2021. 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 demonstration 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 assets in Norway are highly prospective for copper, zinc and gold, and the company's asset in Sweden is prospective for nickel, copper, cobalt and PGEs (platinum group elements).

In Norway, Bayrock holds 100-per-cent tenure to the Sagvoll and Meraker projects in the Trondelag 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 VMS-style copper-zinc-gold mineralization and magmatic nickel-copper-sulphide potential. The company's Meraker project is a large-scale polymetallic exploration licence also located in central-southern Norway, forming part of the historic Roros mining district along the early Palaeozoic Caledonian metallogenic belt. Meraker hosts multiple historic copper and zinc mines and prospects developed on north-south-strike-trending VMS systems, notably the Lillefjell deposit and the Mannfjell deposit, which were mined intermittently between the mid-18th century and the early 20th century.

In Sweden, Bayrock holds 100-per-cent tenure to the Lainejaur project, which is in Vasterbotten county in the municipality of Mala, approximately 15 kilometres northeast of the town of Mala in northern Sweden. Lainejaur comprises a historical underground nickel-copper mine that operated during the Second World War, producing approximately 100,000 tonnes at 2.2 per cent nickel plus copper. An open JORC (Joint Ore Reserves Committee) mineral resource estimate was completed in 2018, which highlights the projects strong prospectivity for further commercial exploitation of the exceptionally high-grade mineralization in the future.

Board of directors and management changes

On completion of the proposed transaction, the company's board of directors and management team will be reconstituted to include directors and management predominantly comprising individuals from Bayrock. Further details of the full board and management team as well as their respective biographies will be provided in subsequent press releases.

In connection with the proposed transaction and pursuant to the requirements of the exchange, ECC5 will file on SEDAR+ a filing statement that will contain details regarding the proposed transaction, ECC5, Bayrock and the resulting issuer.

Completion of the proposed transaction is subject to a number of conditions, including exchange acceptance, the execution of the definitive agreement and completion of the concurrent financing. Trading of ECC5's common shares will remain halted pending further filings with the exchange.

Qualified person

Scientific and technical aspects of this news release have been reviewed and approved by Dr. Ian J. Pringle, BSc (honours) (geology), PhD Geol, MAIG, who is a director of Bayrock, and a qualified person as defined by National Instrument 43-101.

The potential quantity and grade of mineralization described herein are conceptual in nature as there has been insufficient exploration to define a mineral resource and it is uncertain if further exploration will result in the target being delineated as a mineral resource.

Completion of the proposed transaction is subject to a number of conditions, including, among others, exchange acceptance and, if applicable pursuant to TSX-V 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 definitive agreement will be executed or 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 or the proposed 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.