Mr. David Atkinson reports

EARTHWORKS INDUSTRIES INC. - NORTH BAY UPDATE

Earthworks Industries Inc. has, in earlier news releases, detailed the agreement with North Bay Corp., as amended Oct. 28, 2024, to settle the company's previously existing debt to North Bay by the payment of $2.15-million (U.S.), together with accrued interest, on or before Nov. 15, 2025. Interest at a rate of 10 per cent per annum has continued to be payable to North Bay on a base figure of $6-million (U.S.) for the period from Oct. 15, 2023.

Any failure by the company to make the payments under the option exercise will be deemed a breach of the amended agreement, pursuant to which share certificates representing a 100-per-cent ownership of the company's wholly owned subsidiary, Cortina Integrated Waste Management Inc. (CIWM), were transferred into an escrow account for security for the loan, and those share certificates will be irrevocably transferred to North Bay.

In an agreement dated Nov. 14, 2025, North Bay and the company have agreed that North Bay will waive the transfer to it of the shares held in escrow. The remaining payments by Earthworks of debt, plus interest, will no longer be payable. North Bay will convert the debt forgiveness into 10 per cent of the common shares of Earthworks and will have the option to acquire up to 10 per cent of any future financings by Earthworks.