Mr. David Atkinson reports

EARTHWORKS ANNOUNCES CLOSING OF PRIVATE PLACEMENT OF UNITS FOR GROSS PROCEEDS OF $1.5 MILLION

Earthworks Industries Inc. has closed its previously announced commercially reasonable efforts private placement offering of an aggregate of 7.5 million units at a price of 20 cents per unit for aggregate gross proceeds of $1.5-million. Each unit consists of one common share in the capital of the Company (each, a "Common Share") and one common share purchase warrant of the Company (each, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one additional Common Share at a price of C$0.40, subject to adjustment in certain events, at any time until November 2, 2025.

The Offering was completed pursuant to the terms of an agency agreement dated November 2, 2023, between the Company and Haywood Securities Inc. as lead agent and sole bookrunner (the "Agent").

The Company intends to use the net proceeds of the Offering for working capital, general corporate purposes, to pay outstanding accounts payable, and to pay a debt extension fee.

In consideration for the services provided by the Agent in connection with the Offering, the Company paid to the Agent: (i) a cash commission equal to 6% of the aggregate gross proceeds of the Offering; (ii) non-transferrable broker warrants of the Company exercisable at any time prior to November 2, 2025 to acquire up to 450,000 units (each, a "Compensation Option Unit") at a price equal to the Issue Price, subject to adjustment in certain events. Each Compensation Option Unit consists of one Common Share and one common share purchase warrant of the Company (each, a "Compensation Option Warrant"), with each Compensation Option Warrant entitling the holder to purchase one Common Share at a price of $0.40 per share at any time until November 2, 2025.

The Units sold under the Offering were issued and sold pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "Listed Issuer Financing Exemption"). A copy of the amended and restated offering document under the Listed Issuer Financing Exemption dated October 17, 2023 (the "Offering Document") is available under the Company's profile at www.sedarplus.ca and on the Company's website at www.earthworksinc.com. All Units issued pursuant to the Listed Issuer Financing Exemption are not subject to resale restrictions in Canada in accordance with applicable Canadian securities laws and the policies of the TSX Venture Exchange (the "TSXV"). All other securities not issued pursuant to the Listed Issuer Financing Exemption, including the Compensation Options, are subject to a statutory hold period in accordance with applicable Canadian securities laws, expiring on March 3, 2024. The Offering remains subject to the final acceptance of the TSXV.

David Russell, an "insider" and Chief Financial Officer of the Company, has subscribed for 100,000 Units under the Offering for aggregate gross proceeds of $20,000. The subscription by Mr. Russell is considered to be a "related party transaction" for purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company did not file a material change report more than 21 days before the expected closing date of the Offering as the details of the Offering and the participation therein by any related party of the Corporation was not settled until shortly prior to the closing of the Offering, and the Company wished to close the Offering on an expedited basis for sound business reasons. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Corporation is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than 25% of the Company's market capitalization. Additionally, the Company is exempt from the minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than 25% of the Company's market capitalization.

We seek Safe Harbor.