Earthworks Industries Inc. - NORTH BAY UPDATE

Executive Summary

• Earthworks Industries Inc. and North Bay Corporation have amended their October 2024 agreement, waiving the remaining $2.15 M debt payment plus accrued interest.
• In exchange, North Bay will receive a 10% equity stake in Earthworks and an option to purchase up to 10% of any future financings.
• The escrowed share certificates representing 100% of Cortina Integrated Waste Management Inc. are no longer transferred; the debt is fully forgiven and converted to equity.

Key Details

• Original agreement (amended Oct 28 2024) required Earthworks to pay $2,150,000 plus interest on a $6,000,000 base by Nov 15 2025.
• Interest rate: 10% per annum on the $6 M base, accruing from Oct 15 2023.
• Escrow arrangement: Share certificates for 100% of wholly‑owned subsidiary Cortina Integrated Waste Management Inc. (CIWM) were placed in escrow as security for the loan.
• New agreement dated Nov 14 2025: North Bay waives transfer of escrowed CIWM shares and forgives remaining debt and interest.
• Debt forgiveness conversion: North Bay receives 10% of Earthworks’ common shares immediately.
• Additional right: North Bay may acquire up to 10% of any future financings undertaken by Earthworks (e.g., equity offerings, convertible securities).
• No further cash payments are required from Earthworks under the amended agreement.

Notable Quotes

(No direct quotes were provided in the release.)