Eco Innovation Group (ECOX) and WRA Holdings Execute Definitive Agreements; Approximately $700 Million in Project Financing Confirmed in Clearing for Costa Rica Infrastructure Program

Rhea-AI Summary

Eco Innovation Group (OTCID:ECOX) and WRA Holdings executed all definitive agreements on Dec 4, 2025 to effect a reverse merger that will make WRA a wholly owned subsidiary of ECOX.

The company reported extinguishment of the final legacy convertible note of $195,000 on Dec 8, 2025, removing a prior conversion overhang. WRA confirmed approximately $700 million in project financing is held in a Toronto clearing account and is in final settlement, expected to be released subject to standard banking procedures to fund Costa Rica infrastructure programs.

Positive

• Definitive agreements executed on Dec 4, 2025
• Final legacy convertible note of $195,000 extinguished on Dec 8, 2025
• Approximately $700 million in project financing confirmed in clearing

Negative

• Approximately $700 million financing remains subject to final banking release
• Reverse merger issues newly issued ECOX shares to WRA, creating potential dilution

SCOTTSDALE, AZ / ACCESS Newswire / December 8, 2025 / Eco Innovation Group, Inc. (OTCID:ECOX) ("ECOX") and WRA Holdings, Inc. ("WRA") announce the execution of all definitive agreements required to complete the previously announced reverse merger transaction. The agreements were fully executed on December 4, 2025, marking a major milestone in transitioning ECOX into the public company platform for WRA's national infrastructure and environmental redevelopment programs in Costa Rica.

The parties have executed a comprehensive suite of agreements governing the change of control and merger, including a Master Sales Agreement, Stock Purchase Agreement, Share Exchange Agreement, Consulting Agreement, and related ancillary documents. Under the Share Exchange Agreement, WRA Holdings, Inc. will contribute all of its issued and outstanding equity interests into ECOX in exchange for newly issued shares of ECOX common stock. Upon completion, WRA will become a wholly owned subsidiary of ECOX, which will operate as the publicly traded parent company of the combined enterprise. This structure provides shareholders with direct exposure to WRA's national program spanning rail, logistics, energy, water, and environmental redevelopment initiatives throughout Costa Rica.

ECOX also reports that all known legacy convertible notes associated with the Company's prior business model have now been resolved with the extinguishment of the final outstanding note on December 8, 2025. This note, held by a nonstrategic lender in the amount of $195,000, had been the only recent source of conversion activity in the market. Its elimination removes the last material legacy overhang from the prior business model and represents an important step toward stabilizing the capital structure, reducing dilution risk, and preparing the Company for the long term development cycle associated with WRA's national infrastructure portfolio.

WRA has confirmed that approximately $700 million in project financing has been established by a third party lender in a designated clearing account in Toronto for the benefit of WRA's national infrastructure program in Costa Rica. The Company has been advised that the funds are in final settlement processes and are expected to be released for use imminently, subject to standard banking procedures. Upon completion of these procedures, the financing is intended to support the development of WRA's national railway, environmental redevelopment, logistics, and energy initiatives. ECOX and WRA are also evaluating the potential allocation of a portion of this financing to long term capital structure optimization strategies at the ECOX level, including potential share repurchase initiatives. No decisions regarding the implementation or timing of any such program have been finalized.

"This is an important and defining step for Eco Innovation Group," said Richard Hawkins, CEO of ECOX. "The completion of the definitive agreements and the resolution of the remaining legacy debt have positioned ECOX to enter the next stage of this transition on solid footing. We are focused on creating a clean, transparent structure that can support WRA's multiyear national infrastructure program in Costa Rica. One of the key strengths of this initiative is that it is structured as a true national program. When major developments are approached regionally, timelines often slip and outcomes vary. A coordinated national plan, managed under a unified program structure, keeps every component aligned and moving in the same direction. On the corporate side, eliminating the remaining legacy overhang was an important step in stabilizing the capital structure as we advance toward this next phase."

"Today marks the beginning of an exciting new chapter," said Cornel Alvarado, President and CEO of WRA Holdings, Inc. "With the definitive agreements executed and approximately $700 million in project financing now confirmed in clearing, we are ready to advance our vision for Costa Rica's infrastructure renaissance. Our discussions regarding capital structure optimization and future exchange uplisting reflect our commitment to long term shareholder value and institutional credibility."

WRA's master plan encompasses a national railway and logistics corridor connecting Costa Rica's northern, central, and Caribbean regions, a new international airport, waste to energy facilities, clean water and coastal restoration programs, and regional healthcare infrastructure. These initiatives form part of a broader multibillion dollar national program designed to modernize Costa Rica's transportation, energy, and environmental systems.

Shareholders and interested parties can view or download a complete presentation at the following link: View the full Costa Rica Visioning Presentation here

About WRA Holdings, Inc.
WRA Holdings, Inc. is a multinational infrastructure development and investment company focused on public and private-partnership projects that drive economic growth, environmental renewal, and urban redevelopment. The company's flagship Costa Rica initiative integrates national rail, airport, and logistics systems, port revitalization, waste-to-energy conversion, clean-water programs, and healthcare infrastructure to build a cleaner, more connected nation and foster regional connectivity and long-term prosperity across Central America.

About Eco Innovation Group, Inc.
Eco Innovation Group, Inc. (OTCID:ECOX) is a Nevada corporation focused on providing strategic advisory and compliance services tailored to micro-cap and small-cap public companies and private enterprises preparing to enter the public markets. ECOX bridges the gap between under-resourced issuers and capital markets access by structuring and supporting share-exchange mergers, public offerings, and other transactions that create pathways for growth and shareholder value.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include statements regarding the Company's plans, objectives, expectations, and intentions, including statements regarding potential acquisitions, SEC registration, exchange uplisting, share cancellations, and future business operations. Words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "should," "will," "would" and similar expressions identify forward-looking statements. These statements are based on management's current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in forward-looking statements. Important factors that could cause such differences include, but are not limited to: the ability to complete acquisitions on favorable terms or at all; the ability to integrate acquired businesses successfully; risks inherent in the mining, energy storage, and infrastructure sectors; regulatory and permitting risks; market conditions; competitive factors; the ability to obtain financing; the ability to engage audit firms and complete audited financial statements; the ability to achieve and maintain compliance with SEC and exchange listing requirements; and general economic conditions. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statements.

CONTACT:
Investor Relations
ecoinnovations.info@gmail.com

SOURCE: Eco Innovation Group, Inc

View the original press release on ACCESS Newswire

FAQ

What did ECOX announce about the WRA reverse merger on Dec 4, 2025?

ECOX and WRA executed all definitive agreements on Dec 4, 2025 to complete the reverse merger, with WRA becoming a wholly owned subsidiary.

How much project financing did WRA confirm for the Costa Rica program (ECOX)?

WRA confirmed approximately $700 million in project financing held in a Toronto clearing account for the Costa Rica program.

Has the final legacy convertible note for ECOX been resolved and for what amount?

Yes; the final legacy convertible note of $195,000 was extinguished on Dec 8, 2025.

Are the $700 million in financing funds immediately available to ECOX/WRA?

The funds are reported to be in final settlement and are expected to be released subject to standard banking procedures.

Will the WRA transaction issue new ECOX shares and what does that mean for shareholders?

Under the share exchange, WRA will receive newly issued ECOX common shares, which implies a potential dilution impact for existing shareholders.

Did ECOX announce any finalized plan to use the financing for share repurchases?

No; ECOX and WRA said they are evaluating potential allocation to capital structure optimization, but no decisions have been finalized.