Earthworks clarifies McMillan advisory deal details

• Most Recent Release (May 12, 2026): Earthworks clarified terms of its advisory agreement with McMillan Strategies regarding the Wokaura IP acquisition.
• Fee Structure: $60,000 lump-sum fee triggered by a successful financing event ($125,000 minimum) and ongoing monthly fees of $5,000 starting after that financing closes.
• Context: This disclosure supplements previous announcements from February 2026 regarding the acquisition of critical minerals recycling intellectual property.
• Regulatory Context (April 28, 2026): Management provided an update on a Cease Trade Order (MCTO) issued by the BCSC due to late filings for fiscal year ended November 30, 2025. Filings expected no later than May 29, 2026.
• Historical Progression: The company pivoted from waste management (Cortina project lost in Dec 2025) to critical minerals recycling via Wokaura IP acquisition (Feb 2026). Debt settlement with North Bay Corp was finalized in March 2026, issuing ~13.1 million shares for debt extinguishment.

• Financial Impact: The news clarifies cost obligations but does not announce new capital or revenue. It highlights a dependency on future financing ($125k threshold) to trigger fee payments, indicating immediate cash flow constraints.
• Regulatory Risk: The MCTO update confirms ongoing compliance issues with the BCSC. Management cannot trade shares until filings are complete (May 29 deadline), which restricts insider alignment and signals governance distress.
• Market Sentiment: The stock has consolidated at $0.03-$0.04 since March, failing to sustain the rally from February's acquisition news ($0.05 range). This suggests skepticism regarding the Wokaura pivot without confirmed funding or revenue.
• Materiality Classification: Routine - Negative. While not a new deal, it reinforces the cash burn profile and regulatory friction in a distressed capital structure context.

• Core Business: Transitioning from waste management (Cortina Integrated Waste Management Inc.) to critical minerals recycling and recovery.
• Flagship Project: Modular mineral recovery system acquired via intellectual property from Wokaura Art & Innovations Inc. (Founder: Chad McMillan).
• Strategic Pivot: The Cortina lease was terminated by U.S. District Court in Dec 2025 after years of litigation, forcing a strategic shift to the Wokaura platform for urban mining and tailings reprocessing.
• Development Stage: Pre-revenue. IP acquisition pending TSX review (since March 2026). Preliminary site reviews initiated but no commercial facility construction commenced.