Earthworks Inc.

Cortina Update

Earthworks Industries Inc. and its subsidiary, Cortina Integrated Waste Management Inc., (“EWK”) and North Bay Corporation and its subsidiary, CLC, (“North Bay”) have agreed to an Amended Debt Settlement Agreement, dated October 10, 2023, extending the Buy-Out Payment date from October 23, 2023, to April 15, 2024.

North Bay and EWK have agreed to amend the Settlement Agreement as follows:

(a)          U.S. $500,000 will be settled by the issuance by EWK to North Bay of 3,335,000 Units – which will be at a deemed value of $US 0.15 or $Cdn 0.20 per Unit – total Cdn $667,000.  Each Unit will consist of one fully paid voting common share in the capital of EWK and a share purchase Warrant – each Warrant being exercisable until October 30, 2025, to purchase 1 fully paid voting common share of EWK for $Cdn 0.40.

(b)          The U.S. $2,150,000 Buy-Out payment date is extended and will be payable April 15, 2024.

(c)           Interest will accrue at 10 percent per annum on the total principal and accrued interest outstanding of approximately U.S.$6,000,000 from the date of the Amendment for 6 months and will be payable on April 15, 2024.

(d)          EWK will also pay to North Bay a fee for the extension of the Buy-Out Option payment date, equal to 25% of the net proceeds of the next financing done by EWK.

This Amendment Agreement is subject to it being accepted for filing by the TSX Venture Exchange (the “Exchange”) by November 30, 2023.