Earthworks, North Bay sign debt settlement agreement

Executive Summary

• Earthworks Industries Inc. and North Bay Corp. have entered into a new agreement dated November 14, 2025, to resolve previously existing debt obligations.
• North Bay Corp. has agreed to forgive the remaining debt payments (principal and accrued interest) owed by Earthworks.
• In exchange for the debt forgiveness, North Bay Corp. will receive 10% of Earthworks' common shares and retains an option to acquire up to 10% of any future financings by Earthworks.

Key Details

• Debt Forgiveness: North Bay Corp. waived the requirement for Earthworks to make remaining payments on the previously existing debt, including accrued interest.
• Previous Agreement Context: Under an earlier agreement amended on October 28, 2024, Earthworks was obligated to pay $2.15 million (U.S.) plus accrued interest on or before November 15, 2025. Interest was calculated at 10% per annum on a base figure of $6 million (U.S.) from October 15, 2023.
• Escrow Release: North Bay waived the transfer of share certificates representing 100% ownership of Earthworks' wholly owned subsidiary, Cortina Integrated Waste Management Inc. (CIWM), which had been held in an escrow account as security for the loan.
• Equity Consideration: North Bay converted the forgiven debt into 10% of the common shares of Earthworks Industries Inc.
• Future Financing Option: North Bay retains the option to acquire up to 10% of any future financings raised by Earthworks.