Earthworks Industries Inc. announced a brokered private placement of minimum of 20,000,000 units at a price of CAD 0.20 per unit for the gross proceeds of CAD 4,000,000 and a maximum of 25,000,000 units at a price of CAD 0.20 per unit for the gross proceeds of CAD 5,000,000 on September 20, 2023. Each unit will consist of one common share of the company and one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one additional common share at a price of CAD 0.40, subject to adjustment in certain events, for a period of 24 months following the closing date.

All securities will be subject to a hold period in accordance with applicable Canadian securities law, expiring four months and one day following the closing date. The company expects to close the offering on or about October 23, 2023, or such other date as the company and Agents may agree. The transaction is subject to certain conditions including, but not limited to, the receipt of all necessary TSX Venture Exchange and regulatory approvals.

Upon closing of the offering, the company shall pay to the Agents a cash commission equal to 6% of the aggregate gross proceeds of the offering and non-transferrable broker warrants of the company exercisable at any time prior to the date that is 24 months from the closing date to acquire that number of units equal to 6% of the number of units issued under the offering at an exercise price equal to the issue price, subject to adjustment in certain events.