Earthworks Announces Amendment to Brokered Financing and Debt Extension

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VANCOUVER, British Columbia, Oct. 17, 2023 (GLOBE NEWSWIRE) -- Earthworks Industries Inc. (TSXV:EWK) (the “Company”) is pleased to announce that it is amending the terms of its brokered private placement (the “Offering”) previously announced on September 21, 2023. The amended Offering will be for a minimum of 5,000,000 up to a maximum of 7,500,000 units (the “Units”) of the Company at a price of C$0.20 per Unit (the “Offering Price”) for gross proceeds to the Company of a minimum of C$1,000,000 up to a maximum of C$1,500,000.  

Each Unit will consist of one common share in the capital of the Company (a “Common Share”) and one common share purchase warrant of the Company (a “Warrant”). Each Warrant will entitle the holder thereof to purchase one additional Common Share at a price of C$0.40, subject to adjustment in certain events, for a period of 24 months following the closing date of the Offering (the “Closing Date”).

The Company has entered into an amended and restated engagement letter agreement with Haywood Securities Inc. to act as lead agent and sole bookrunner on behalf of a syndicate of agents (collectively, the “Agents”) on a commercially reasonable efforts’ basis in connection with the Offering.

Upon closing of the Offering, the Company shall pay to the Agents: (i) a cash commission equal to 6% of the aggregate gross proceeds of the Offering; and (ii) 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.

The Company intends to use the net proceeds of the Offering for working capital, general corporate purposes and to pay outstanding accounts payable and a debt extension fee.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the Offering is being made to purchasers resident in all provinces and territories of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “Listed Issuer Financing Exemption”). The securities offered under the Listed Issuer Financing Exemption will not be subject to a statutory hold period in accordance with applicable Canadian securities laws. The Agents will also be entitled to offer the Units for sale in jurisdictions outside of Canada provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction. All securities not issued pursuant to the Listed Issuer Financing Exemption will be subject to a hold period in accordance with applicable Canadian securities law, expiring four months and one day following the Closing Date.