EARTHWORKS ANNOUNCES ACQUISITION OF INTELLECTUAL PROTOCOL FOR A MINERALS RECOVERY SYSTEM & APPOINTMENT OF CHAD McMILLAN AS STRATEGIC ADVISOR

Executive Summary

• Earthworks Industries Inc. entered into a binding MOU to acquire 100% of the intellectual protocol for a minerals recovery system from Wokaura Art and Innovations Inc.
• Consideration will be up to 6 million common shares, with an initial issuance of 2 million shares at signing and additional shares tied to performance milestones (system commissioning, IP expansion, revenue threshold, permitting).
• Founder Chad McMillan will join Earthworks as a Strategic Advisor through his firm McMillan Strategies to support integration, commercialization, and scaling of the system.

Key Details

• Acquisition Target: Intellectual Protocol for a modular minerals recovery system, including IP, modular processing architecture, and cloud‑based operating platform.
• Seller: Wokaura Art and Innovations Inc. (Wokaura).
• Consideration Structure: Up to 6,000,000 Earthworks common shares:
• 2,000,000 shares issued at signing (2 M immediately, 1 M escrowed for release after 12 months, 1 M escrowed for release after 24 months).
• Up to 4,000,000 additional shares contingent on achievement of four performance milestones (500,000 shares per milestone):
  • Initial System Commissioning: Successful commissioning and commercial‑grade readiness of the first system installation.
  • Intellectual Property Expansion: Grant or issuance of at least one new patent or equivalent IP right related to the system.
  • Commercial Revenue Threshold: Generation of ≥ US$1,000,000 aggregate gross revenues from system‑related activities.
  • Permitted Commercial Facility: Receipt of all material permits for a commercial‑scale facility and commencement of construction/installation.
• Transaction Conditions: Subject to TSX Venture Exchange acceptance and execution of definitive agreements.
• Strategic Advisor Appointment: Chad McMillan (founder of Wokaura) will serve as Strategic Advisor via McMillan Strategies, advising on platform integration, commercialization strategy, system development, capital‑markets best practices, and broader corporate strategy.
• Strategic Rationale: Enables Earthworks to expand into urban mining, legacy mine waste/tailings reprocessing, and digitally managed modular metals recovery infrastructure; positions the company to address critical minerals supply gaps with lower‑impact, capital‑efficient solutions.
• Next Steps: Post‑closing, Earthworks will pursue phased development including pilot deployments, operating system refinement, feedstock identification, and evaluation of strategic partnerships/commercial facilities.

Notable Quotes

• “This transaction marks a strategic inflection point for Earthworks,” – David Atkinson, CEO, Earthworks Industries Inc.
• “By acquiring both modular recovery technology and a digital operating framework, we are building a platform designed for scale, visibility, and long‑term execution.” – David Atkinson
• “This system was designed as a full‑stack recovery platform — physical, digital, and strategic,” – Chad McMillan, Founder of Wokaura & Strategic Advisor.