Mr. David Atkinson reports

EARTHWORKS INDUSTRIES INC. ANNOUNCES BROKERED FINANCING LED BY HAYWOOD SECURITIES AND EXTENSION OF DEBT SETTLEMENT REPAYMENT DATE

Earthworks Industries Inc. has entered into an agreement with Haywood Securities Inc. dated Sept. 20, 2023, to act as lead agent and sole bookrunner on behalf of a syndicate of agents to assist the company in selling on a commercially reasonable efforts private placement basis, units of the company at a price of 20 cents per unit (the issue price) for gross proceeds of a minimum of $4-million (from the sale of 20 million units) and a maximum of $5-million (from the sale of 25 million units).

Each unit will consist of one common share of the company and one common share purchase warrant of the company. Each warrant will entitle the holder thereof to purchase one additional common share at a price of 40 cents, subject to adjustment in certain events, for a period of 24 months following the closing date of the offering.

The company intends to use the net proceeds of the offering for working capital, general corporate purposes and to pay outstanding accounts payable, but principally to pay the $2.65-million (U.S.) required pursuant to the buyout agreement (as defined herein).

Upon closing of the offering, the company shall pay to the agents: (i) a cash commission equal to 6 per cent of the aggregate gross proceeds of the offering; and (ii) non-transferrable broker warrants of the company exercisable at any time prior to the date that is 24 months from the closing date to acquire that number of units equal to 6 per cent of the number of units issued under the offering at an exercise price equal to the issue price, subject to adjustment in certain events.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 -- Prospectus Exemptions, the offering is being made to purchasers resident in all provinces and territories of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the listed issuer financing exemption). The securities offered under the listed issuer financing exemption will not be subject to a statutory hold period in accordance with applicable Canadian securities laws. There is an offering document related to the offering that can be accessed under the company's profile at SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.

The agents will also be entitled to offer the units for sale in jurisdictions outside of Canada provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction. All securities not issued pursuant to the listed issuer financing exemption will be subject to a hold period in accordance with applicable Canadian securities law, expiring four months and one day following the closing date.

The company expects to close the offering on or about Oct. 23, 2023, or such other date as the company and agents may agree. The offering is subject to certain conditions including, but not limited to, the receipt of all necessary TSX Venture Exchange and regulatory approvals.

Corporate update

As a further update, the company is pleased to announce that it has received an extension to the settlement date of the loan buyout agreement previously announced in a news release dated March 15, 2023. Under the extension agreement, dated Sept. 19, 2023, North Bay Corp. and Cortina Landfill Company (CLC), have agreed to extend the settlement date to Oct. 23, 2023.

The company is proposing the development of an 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).

With federal approval, CIWM holds a lease of 443 acres of the Kletsel Dehe Wintun Nation's Cortina Rancheria for the development of an integrated waste handling operation, which includes a material recovery system, composting, contaminated soil and landfill operations.

David Atkinson, president and chief executive officer of the company, commented, "We would like to thank North Bay and CLC for the extension and Haywood for undertaking a brokered placement, the funds from which will be principally used to make the payment necessary to close the buyout agreement."

We seek Safe Harbor.