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

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.