Earthworks Inc.

Earthworks to exercise buy-out option of North Bay loan

March 15, 2023

Earthworks Industries Inc. (“Company” or “EWK”) continues to proceed with the development of its integrated waste handling project at the Cortina Rancheria in Colusa County, California. The project is being developed by the Company’s wholly owned U.S. subsidiary, Cortina Integrated Waste Management Inc. (CIWM)

The Company and its subsidiary CIWM are parties to a Settlement Agreement with North Bay and its subsidiary, CLC (North Bay) which, as previously announced has been amended by a series of amendment agreements.

North Bay and EWK have agreed to amend the Settlement Agreement and pursuant to that amendment EWK will exercise its option to buy out the existing $5,900,000 loan from North Bay for $2,500,000. EWK will also repay $150,000 borrowed from North Bay under a separate loan agreement dated September 27, 2022, as part of the final payment. The total $2,650,000 payment will be made on or before September 30, 2023.

The Company has also agreed to pay North Bay a 10% loan fee of $265,000 – which will be paid from 50% of the proceeds of EWK’s next fundraising campaign. North Bay in turn will waive the $500,000 instalment payment due March 31, 2023, pursuant to the Settlement Agreement. Any failure by EWK to make payments under the option exercise will be deemed a breach of the Settlement Agreement, pursuant to which share certificates representing ownership of CIWM were transferred into an escrow account as security for the loan, and those share certificates will be irrevocably transferred to North Bay.

All references to monies herein are in U.S. dollars.

David Atkinson, President/CEO of Earthworks Industries, commented, “We are extremely encouraged at the continued progress at Cortina, and feel this is an opportune time to exercise the loan option”.