April 14, 2021 – Vancouver, BC, Canada. ECC Ventures 2 Corp. (“ECC2” or the “Company”) (TSXV: ETWO.P) is pleased to announce that Infield Minerals Corp. (“Infield”) has completed an additional non-brokered private placement financing (the “Second Tranche Financing”) conducted in connection with the Company’s proposed Qualifying Transaction to acquire Infield (the “Acquisition”), as announced on December 7, 2020.
Pursuant to the terms of the Second Tranche Financing, Infield issued 962,500 subscription receipts (the “Subscription Receipts”) at a price of $0.40 per Subscription Receipt for aggregate gross proceeds of $385,000. Immediately prior to the completion of the Acquisition, on satisfaction of the Escrow Release Conditions (as defined below), each Subscription Receipt will be automatically exercised, for no further consideration and with no further action on the part of the holder thereof, to acquire one unit (an “Infield Unit”) of Infield. The Infield Units issuable upon exercise of the Subscription Receipts will be exchanged for one common share (a “Resulting Issuer Share”) and one common share purchase warrant (a “Resulting Issuer Warrant”) of the issuer resulting from the Acquisition (the “Resulting Issuer”) in connection with the closing of the Acquisition. Each Resulting Issuer Warrant will be exercisable to acquire one common share of the Resulting Issuer (a “Resulting Issuer Warrant Share”) at a price of $0.60 per share for a period of two years from issuance, subject to adjustment in certain events.
The gross proceeds of the Second Tranche Financing (less a $7,000 cash commission) were deposited in escrow on closing of the Second Tranche Financing pending satisfaction of certain conditions (the “Escrow Release Conditions”), including, amongst others: (a) the satisfaction or waiver of each of the conditions precedent to the Acquisition; (b) the Resulting Issuer being conditionally approved for listing on the TSX Venture Exchange (the “Exchange”), and (c) the receipt of all required shareholder and regulatory approvals in connection with the Acquisition, the Second Tranche Financing and the financing that closed on February 16, 2021 for gross proceeds of $3,436,000 with substantially the same terms as the Second Tranche Financing (the “QT Financing”), including the approval of the Exchange.
Upon satisfaction of the Escrow Release Conditions, finders to the Second Tranche Financing shall be issued 17,500 finders’ warrants, each such finders’ warrant to be exchanged for one finders’ warrant of the Resulting Issuer (a “Resulting Issuer Finders’ Warrant”) upon closing of the Acquisition. Each Resulting Issuer Finders’ Warrant will be exercisable to acquire one Resulting Issuer Share at an exercise price of $0.40 per share for a period of 24 months from issuance, subject to adjustment in certain events.
If the Escrow Release Conditions are not met on or before the date that is 120 days following closing of the QT Financing, the Subscription Receipts will be cancelled, and holders of Subscription Receipts will be returned a cash amount equal to the issue price of the Subscription Receipts.
Once released from escrow, the Resulting Issuer will use the net proceeds of the QT Financing for the proposed exploration program on Infield’s principal property, and for general working capital purposes.
Infield is also pleased to announce that it has entered into an arm’s length marketing agreement with Hybrid Financial Ltd. (“Hybrid Financial”). Subject to Exchange approval, on closing of the Acquisition, Hybrid Financial will provide the Resulting Issuer with its database of Registered Financial Professionals in North America. Hybrid Financial will not promote a specific purchase or sale of securities; it will provide its database, technology, and call center services to enable the Resulting Issuer to disseminate its information to Financial Professionals only. Hybrid Financial provides its services directly to the Resulting Issuer.
Hybrid Financial will be paid $22,500 plus GST per month for an initial term of 6 months. Upon expiration of the initial term, the agreement with Hybrid Financial shall be automatically renewed for successive three month periods thereafter (subject to termination by the Resulting Issuer), for which Hybrid Financial will be paid $15,000 plus GST per month. The Company has been advised that Hybrid Financial and its principals do not currently own shares in the Company or Infield.
For more information, please visit www.hybridfinancial.com.
Completion of the Acquisition is subject to a number of conditions, including Exchange acceptance. Trading of ECC2’s common shares will remain suspended until completion of the proposed Acquisition.
For more information, please contact Scott Ackerman, the CEO, CFO and a director of the Company, at 778-331-8505 or email: sackerman@emprisecapital.com.
On Behalf of the Board of Directors of ECC Ventures 2 Corp.
Scott Ackerman
Director
Completion of the Acquisition is subject to a number of conditions, including, among others, TSX Venture Exchange (“TSXV”) acceptance and if applicable pursuant to TSXV 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 disclosure document 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 ECC2 should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed Acquisition and has neither approved nor disapproved the contents of this news release.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
Statements included in this announcement, including statements concerning our and Infield’s plans, intentions and expectations, which are not historical in nature, are intended to be, and are hereby identified as, “forward‐looking statements”. Forward‐looking statements may be, but are not always, identified by words including “anticipates”, “believes”, “intends”, “estimates”, “expects” and similar expressions. The Company cautions readers that forward‐looking statements, including without limitation those relating to the Company's and Infield’s future operations and business prospects, are subject to certain risks and uncertainties (including risks that the Acquisition does not proceed, or proceed on the expected terms, geopolitical risk, regulatory, Covid-19 and exchange rate risk) that could cause actual results to differ materially from those indicated in the forward‐looking statements. There can be no assurance that any forward-looking statement will prove to be accurate or that management's assumptions underlying such statements, including assumptions concerning the Acquisition or future developments, circumstances or results will materialize. The forward-looking statements included in this news release are made as of the date of this new release and the Company does not undertake to update or revise any forward-looking information included herein, except in accordance with applicable securities laws.
