Shelfie-Tech Ltd. entered into a binding letter of intent to acquire ECC Ventures 5 Corp. (TSXV:ECCV.P) for CAD 8.7 million in a reverse merger transaction on February 24, 2022. Shelfie-Tech Ltd. entered into a definitive agreement to acquire ECC Ventures 5 Corp. (TSXV:ECCV.P) in a reverse merger transaction on May 12, 2022. Under the terms of the transaction, ECC Ventures will complete a consolidation of its share capital on a 1.5 for 1 basis. Following completion of the transaction, it is anticipated that there will be 91,255,015 post consolidation common shares issued and outstanding in the Resulting Issuer of which shareholders of Shelfie will own 87,338,348 (95.7%) and shareholders of ECC Ventures will own 3,766,667 (4.1%). It is also anticipated that ECC Ventures will change its name to Shelfie-Tech Ltd. in connection with completion of the Acquisition.

On completion of the proposed Acquisition, ECC Ventures' Board of Directors and management team will be reconstituted to include four directors and management comprised of individuals from the current Shelfie team, including Bentsur Joseph, Chief Executive Officer, Chairman and Director and Gadi Levin, CFOand Corporate Secretary. As a condition to completing the Acquisition, majority of the minority shareholder approval, the parties intend to complete a non-brokered private placement financing of subscription receipts of Shelfie, to raise a minimum of CAD 2,565,220 through the issuance of a minimum of 6,107,668 Subscription Receipts. Completion of the transaction is subject to a number of conditions, including the TSX Venture Exchange acceptance, the execution of the Definitive Agreement, the Interim Order shall have been granted, Shelfie-Tech shareholder approval, approval of the transaction and the conditional listing of the Consideration Shares from the TSX Venture Exchange, resignation of target directors, consolidation of ECC Ventures' shares on a 1.5 to 1 basis, and completion of the non-brokered private placement financing. The board of directors of Shelfie-Tech have unanimously approved the transaction. Daniel Bloch of Bloch Legal acted as legal advisor to Shelfie-Tech. Jeff Durno of Cassels Brock & Blackwell LLP acted as legal advisor to ECC Ventures.

Shelfie-Tech Ltd. cancelled the acquisition of ECC Ventures 5 Corp. (TSXV:ECCV.P) in a reverse merger transaction on February 12, 2024.