Earthworks enters MOU for mineral recovery system

Executive Summary

• Earthworks Industries Inc. entered into a binding MOU to acquire 100 % of the intellectual protocol for a modular mineral recovery system from Wokaura Art and Innovations Inc.
• As consideration, Earthworks will issue up to 6 million common shares to Wokaura, with an initial issuance of 2 million shares at signing and additional shares tied to escrow releases and performance milestones.
• Founder Chad McMillan will join Earthworks as a strategic adviser through his firm McMillan Strategies to support integration, commercialization, and scaling of the system.

Key Details

• Acquisition Scope: Full ownership of Wokaura’s intellectual property covering modular processing architecture, cloud‑based operating platform, and related patents.
• Share Consideration Structure:
• 2 million shares issued at signing (1 M immediate, 1 M escrowed for release after 12 months).
• 1 million shares escrowed for release after 24 months.
• Up to 2 million additional shares contingent on achievement of four performance milestones (500 k per milestone):
  1. Successful commissioning of the first system installation.
  2. Grant/issuance of at least one new patent or equivalent IP right.
  3. Generation of ≥ US$1 M aggregate gross revenue from system‑related activities.
  4. Receipt of all material permits for a commercial‑scale facility and commencement of construction/installation.
• Transaction Conditions: Completion subject to TSX Venture Exchange acceptance and execution of definitive agreements.
• Strategic Advisor Engagement: Chad McMillan (founder of Wokaura) will advise Earthworks on platform integration, commercialization strategy, system development, capital market best practices, and broader corporate strategy via McMillan Strategies.
• Management Commentary: CEO David Atkinson highlighted the acquisition as a “strategic inflection point,” emphasizing accelerated scale and visibility for critical mineral supply. Chad McMillan echoed enthusiasm for industrializing the full‑stack recovery platform.
• Next Steps: Post‑closing, Earthworks will pursue pilot deployments, refine the operating system, identify priority feedstock streams, and evaluate strategic partnerships and commercial facilities.

Notable Quotes

“This transaction marks a strategic inflection point for Earthworks… 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, CEO, Earthworks Industries Inc.

“Earthworks now has a public platform and operational focus to industrialize this model, and I’m excited to support the company as it advances to help address the West’s critical minerals needs.” – Chad McMillan, Founder of Wokaura & Strategic Adviser.