Ecc Ventures 2 Corp. Announces Financing Terms
ECC VENTURES 2 CORP.
Suite 1600, 609 Granville Street
Vancouver, BC V7Y 1C3
Telephone: 1-778-331-8505
NEWS RELEASE
ECC VENTURES 2 CORP. ANNOUNCES FINANCING TERMS
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES.
January 22, 2021 – Vancouver, BC, Canada. ECC Ventures 2 Corp. (“ECC2” or the “ Company”)
(TSXV: ETWO.P) is pleased to announce the terms of the private placement financing (the “ QT
Financing”) that is being conducted in connection with the Company’s proposed Qualifying Transaction
to acquire (the “ Acquisition”) Infield Minerals Corp. (“ Infield”), as announced on December 7, 2020.
Echelon Wealth Partners Inc. (the “ Lead Agent”) will act as lead agent and sole bookrunner for the QT
Financing on behalf of a syndicate to be named (together with the Lead Agent, the “Agents”).
Pursuant to the terms of the QT Financing, Infield intends to issue and sell a minimum of $3,000,000 and
a maximum of up to $5,000,000 of subscription receipts (the “Subscription Receipts”) of Infield at a price
of $0.40 per Subscription Receipt. Immediately prior to the completion of the Acquisition, on satisfaction
of the Escrow Release Conditions (as defined below), each Subscription Receipt will be automaticall y
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 comm on 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 Warran t 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 closing of the Acquisition, subject to adjustment
in certain events.
ECC2, Infield and 1276678 B.C. Ltd have entered into an amendment dated effective January 20, 2021 to
the previously announced amalgamation agreement dated December 4, 2020 in order to revise the terms of
the QT Financing (the “Amended Amalgamation Agreement”).
Infield has granted the Agents an option to increase the size of the QT Financing by up to 15%, exercisable
in the discretion of the Agent, in whole or in part, at any time up to 48 hours prior to the closing of the QT
Financing.
The Subscription Receipts will be issued pursuant to a subscription receipt agreement to be entered into by
Infield, the Lead Agent and a licensed Canadian trust company or other escrow agent, as subscription receipt
agent (the “Subscription Receipt Agreement”). Pursuant to the Subscription Receipt Agreement, the gross
proceeds of the QT Financing (less 50 per cent of the Agents' cash commission and all of the Agents'
expenses) will be deposited in escrow on closing of the QT 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, and (iii) the receipt of all required shareholder and regulatory
approvals in connection with the Acquisition and the QT Financing, including the approval of the TSX
Venture Exchange.
Upon closing of the QT Financing, the Agents will receive a cash commission equal to 7.0% of the gross
proceeds of the QT Financing (to be reduced to 3.5% of the gross proceeds derived from the sale of
Subscription Receipts to purchasers identified on Infield’s president’s list). Upon satisfaction of the Escrow
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Release Conditions, the Agents shall be issued such number of agents’ warrants as is equal to 7.0% of the
number of Subscription Receipts sold pursuant to the QT Financing (to be reduced to 3.5% of the number
of Subscription Receipts sold to purchasers identified on Infield’s president’s l ist), each such agents’
warrant to be exchanged for one agents’ warrant of the Resulting Issuer (a “ Resulting Issuer Agents’
Warrant”) upon closing of the Acquisition. Each Resulting Issuer Agents’ 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
closing of the Acquisition, subject to adjustment in certain events.
All securities issued by the Resulting Issuer in connection with the QT Financing will be free trading upon
completion of the Acquisition.
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 and any interest that has been
earned on the escrowed funds.
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.
A copy of the Amended Amalgamation Agreement will be filed and will be accessible under ECC2’s profile
on SEDAR (www.sedar.com). In connection with the Acquisition and pursuant to the requirements of the
Exchange, ECC2 will also file on SEDAR a filing statement which will contain details regarding the
Acquisition, ECC2, Infield and the Resulting Issuer.
Completion of the Acquisition is subject to a number of conditions, including Exchange acceptance, and
completion of the QT Financing. 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: [email protected].
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, Exchange acceptance and if applicable
pursuant to TSXV Requirements, majority of the minority shareholder approval . Where applicable, t he 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 Qualifying Transaction or 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 expectation s,
which are not historical in nature are intended to be, and are hereby identified as, “forward‐looking statements”. Forward-looking
statements include, among other matters, the terms and timing of the Acquisition and the QT Financing, the growth plans of
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Infield and statements concerning the Company following the Acquisition, including the use of the net proceeds of the QT
Financing. Forward‐looking statements may be, but are not always, identified by words including “anticipates”, “believes”,
“intends”, “est imates”, “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.