Mr. David Atkinson reports

EARTHWORKS DISCLOSES PROJECTED VALUE OF CORTINA PROJECT IN CALIFORNIA

Earthworks Industries Inc. has done a calculation of the net present value of 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 calculation is based on a cash flow forecast comprising all known variables that influence revenue expectations, operating and capital costs, regulatory and construction costs, and the time frames associated with them. These calculations, which cover a period of 25 years, show the value of the project -- using 7-per-cent and 5-per-cent discount rates, to be between $158-million (U.S.) and $202-million (U.S.).

Over the past several months the company has had Robert Gardner of SCS Engineers, a civil engineer licensed in the U.S., and an expert in this field, with many years of experience, review the financial models for Cortina. Landfill operations are unique, and the company is extremely fortunate to have Mr. Gardner's expertise in that area available to it. Wayne Pearce of SCS, a registered professional geologist in the U.S., also assisted in the review. After reviewing the model and an earlier basis of design of the project, dated July, 2022, SCS provided its opinion in a letter dated June 21, 2023, stating that "the proforma model developed for the proposed landfill construction and operation appears to be well structured and considers the major fixed and variable operational costs, projected revenues, and capital costs associated with developing, closing, and maintaining the site during the post closure care period."

The calculations, which cover a period of 25 years, have resulted in a projected revenue stream that steadily builds over time until the capacity of the project is exhausted. The company has used the net present value of this cash flow stream to determine the current value of the asset. The key assumptions in making the calculation are as follows (U.S. dollars). Average tipping fee of $98 per ton (adjusting for inflation), daily tonnage of 920 and 1,500 per day, 70 per cent of total cost financed with debt, 10 per cent equity and 20 per cent via sinking fund financed through operation. Variable operating costs have been deducted from anticipated revenue to arrive at projected net revenue. Estimated peak outstanding debt required for construction $23-million, the amount of new equity required will be $10-million and inflation is assumed to average 2 per cent over the forecast period.

The after-tax annual cash flow rises steadily from $13.5-million (U.S.) in the first full year to over $30-million (U.S.) in 25 years.

Detailed fact-based assumptions covering capacity and source types have been applied to the calculation schedules along with taxes and interest estimates. Anticipated timing of construction and corresponding revenue generation and expansion have also been calculated in detail. The assumptions at this time are based primarily on landfill tipping fees and therefore represent the minimum revenue that could be earned. Additional revenue from recycling, power generation, contaminated soil and compost sales, which are permitted, will come on line as operations proceed. The revenues in this cash flow model do not include anticipated capacity increases.

The company's management accepted the NPV figures and calculations effective June 30, 2023.

The lease at Cortina currently runs until Jan. 25, 2032, with a 25-year extension at the company's option.

Over the past several months the United States Environmental Protection Agency (EPA), Region 9, has been completing its review for tentative approval of the remaining site-specific flexibility requests (SSFRs) pursuant to the EPA's draft guidance for municipal waste landfills in Indian Country.

Based on the pending tentative project approval by U.S. EPA, and the updated basis of design, the company is planning to begin construction in spring of 2024. Initial operation of the facility is targeted for 2026. The company had previously moved forward as far as possible with other permit applications related to air and water, and in light of this progress, those applications will now be updated as well. Because of this progress toward final permitting, an aggressive marketing campaign for the facility will be initiated over the next few months to attract interest in disposal at Cortina. Management fully expects that disposal contracts related to the project will empower the company's financing of the development. The company continues to be successful in raising the necessary working capital to move the project forward.

The company earlier announced an agreement dated March 13, 2023, with North Bay Corp. -- to which the company owed in excess of $5.9-million (U.S.) -- to settle the indebtedness for $2,675,000 (U.S.). A payment of $265,000 (U.S.) has been paid with the balance to be paid by Sept. 30, 2023.

Risks and uncertainties

The company and CIWM face a number of risk factors and uncertainties due to the nature of the project, the limited extent of the company's assets and the present stage of development of the project. The factors given below, among others, should be considered.

Key employees -- The company's growth and its ability to develop the project will depend on its ability to attract and retain highly qualified personnel. The company is currently highly dependent on its president and chief executive officer and the loss of his services might impede the company's ability to proceed with the project growth.

Market conditions -- Part of the project's worth -- and success -- could be negatively impacted if another waste management project is proposed or developed in the area. The economic viability of the project could be adversely affected if there is a reduction of demand for waste management facilities in Northern California or if there is a decline in tipping fees that can be charged by the project.

The project's completion will require further approvals from regulatory authorities having jurisdiction. The project would be delayed or not be able to proceed or operate if the regulatory authorities delay or refuse the further approvals that will be required.

The company may not be able to raise the $2.5-million (U.S.) payable pursuant to the North Bay agreement. If the Sept. 30, 2023, payment is not made, North Bay would take control of CIWM.

The company has no history of building or operation of waste management facilities. Therefore, the company is subject to many risks common to comparable companies, including undercapitalization, cash shortages and limitation with respect to personnel, financial and other resources, as well as lack of revenues.

The company's ability to continue as a going concern in the short term is dependent upon its ability to obtain financing. The company obtains financing by the issuance of share capital. Although the company has been successful in the past in obtaining financing, there can be no assurance that it will be able to obtain adequate financing in the future or that terms of such financing will be favourable. Failure to obtain additional financing in the near future will result in the delay or the indefinite postponement of further development and marketing initiatives.

We seek Safe Harbor.