A2Z Advanced Solutions Ltd. entered into a non-binding letter of intent to acquire ECC Ventures 1 Corp. (TSXV:EONE.P) (“ECC1”) in a reverse merger transaction on July 30, 2019. As of September 11, 2019, A2Z Advanced Solutions Ltd. entered into an arrangement agreement to acquire ECC Ventures 1 Corp. in a reverse merger transaction. Under the terms of the acquisition, ECC1 will complete a share consolidation on a 1.4 for 1 basis, and shareholders of A2Z will be issued post-consolidation common shares of ECC1 in exchange for A2Z's shares on a 1 for 1 basis. This will result in the issuance of 41.59 million consideration shares based on the current capital structure of A2Z. The acquisition will also provide that all outstanding options and any equity compensation awards to purchase A2Z Shares shall be exchanged for economically equivalent securities of the resulting issuer. Certain of the consideration shares will be subject to escrow pursuant to the policies of the exchange. Following completion of the acquisition, it is anticipated that there will be 45.62 million post-consolidated common shares issued and outstanding in the resulting issuer, of which shareholders of A2Z will own 41.59 million and shareholders of ECC1 will own 4.03 million. Convertible securities currently outstanding in ECC1 will be subject to the share consolidation, resulting in 0.14 million agent's options being exercisable at CAD 0.14 until April 18, 2020, 0.18 million stock options being exercisable at CAD 0.14 until April 18, 2023, and 0.22 million stock options being exercisable at CAD 0.14 until April 18, 2023, subject to the provisions of ECC1's stock option plan. Pursuant to the arrangement agreement, ECC1 will initially acquire A2Z shares, representing approximately 99% of the outstanding A2Z shares. The Remaining A2Z shares will be acquired following receipt of further Israeli regulatory approvals. ECC1 will also issue 0.32 million post-consolidation common shares to certain finders in connection with the acquisition. It is also anticipated that ECC1 will change its name to A2Z Advanced Solutions Corp. in connection with completion of the acquisition.

As a condition to completing the acquisition, the parties intend to complete a private placement financing of subscription receipts through a subsidiary of the ECC1 to raise up to CAD 0.5 million, through the issuance of up to 1 million subscription receipts at a price of CAD 0.50 per subscription receipt. If the transaction is not completed on or before December 31, 2019, the financing proceeds will be returned to the subscribers. On completion of the proposed acquisition, the company's Board of Directors and management team will be reconstituted to consist of four directors determined by A2Z, including the individuals, Ben Tsur Joseph as President as Chief Executive Officer and Director, Adam Weinbaum as Chief Financial Officer, Amnon Peleg as Chief Technology Officer alongside Vered Lotan and Yossi Tobur as Directors. Details of the fourth Director will be announced at a later date. Scott Ackerman, will continue to serve as the ECC1's corporate secretary.

Completion of the acquisition is subject to a number of conditions, including exchange acceptance, the completion of due diligence investigations to the satisfaction of each of ECC1 and A2Z, the execution of the definitive agreement, approval by A2Z shareholders, listing / approval of new shares on stock exchange, resignation of directors of ECC Ventures, completion of private placement transaction and Israeli regulatory approvals. A2Z Board of Directors has unanimously approved the transaction. As of October 25, 2019, the transaction obtained a final order from the Supreme Court of British Columbia. Norton Rose Fulbright Canada LLP acted as legal advisor to A2Z. Cassels Brock & Blackwell LLP acted as legal advisor, Davidson & Company LLP acted accountant and Computershare Trust Company of Canada acted transfer agent to ECC1.

A2Z Advanced Solutions Ltd. completed the acquisition of ECC Ventures 1 Corp. (TSXV:EONE.P) (“ECC1”) in a reverse merger transaction on December 18, 2019. ECC Ventures completed the consolidation of its issued and outstanding common shares on the basis of 1 post-consolidation common share for each 1.4 pre-consolidation common share. The combined entity will now operate as “A2Z Technologies Canada Corp.” The shares of the combined entity are expected to commence trading on the TSX Venture Exchange under the symbol “AZ” on or about December 23, 2019. The board of the merged entity will consist of Ben Tsur Joseph as President as Chief Executive Officer and Director, Robert Chisholm as Chief Financial Officer, Amnon Peleg as Chief Technology Officer, Vered Lotan and Scott Ackerman as Directors and Sam Cole as Corporate Secretary.