NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
VANCOUVER, British Columbia, Sept. 21, 2023 (GLOBE NEWSWIRE) -- Earthworks Industries Inc. (TSXV: EWK) (the “Company”) is pleased to announce that it has entered into an agreement with Haywood Securities Inc. (“Haywood”) dated September 20, 2023 to act as lead agent and sole bookrunner on behalf of a syndicate of agents (collectively, the “Agents”) to assist the Company in selling on a commercially reasonable efforts private placement basis, units of the Company (each, a “Unit”) at a price of C$0.20 per Unit (the “Issue Price”) for gross proceeds of a minimum of C$4,000,000 (from the sale of 20,000,000 Units) and a maximum of C$5,000,000 (from the sale of 25,000,000 Units) (the “Offering”).
Each Unit will consist of one common share 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 intends to use the net proceeds of the Offering for working capital, general corporate purposes, and to pay outstanding accounts payable, but principally to pay the US$2,650,000 required pursuant to the Buy-Out Agreement (as defined below).
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.
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. There is an offering document (the “Offering Document”) related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.earthworksinc.com. Prospective investors should read this Offering Document before making an investment decision.
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.
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 Offering is subject to certain conditions including, but not limited to, the receipt of all necessary TSX Venture Exchange and regulatory approvals.
Corporate Update
As a further update, the Company is pleased to announce that it has received an extension to the settlement date of the loan buy-out agreement (the "Buy-Out Agreement") previously announced in a news release dated March 15, 2023. Under the extension agreement, dated September 19, 2023, North Bay Corporation (“North Bay”) and Cortina Landfill Company (“CLC”), have agreed to extend the settlement date to October 23, 2023.
The Company is proposing the development of an integrated waste handling project at the Cortina Rancheria in Colusa County, California. The project is being developed by the Company’s wholly owned U.S. subsidiary, Cortina Integrated Waste Management Inc. (CIWM).
With federal approval, CIWM holds a lease of 443 acres of the Kletsel Dehe Wintun Nation’s Cortina Rancheria for the development of an integrated waste handling operation, which includes a material recovery system, composting, contaminated soil, and landfill operations.
David Atkinson, President & Chief Executive Officer of the Company commented, “we would like to thank North Bay and CLC for the extension and Haywood for undertaking a brokered placement, the funds from which will be principally used to make the payment necessary to close the Buy-Out Agreement.”
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”) or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws.
For further information, contact:
Earthworks Industries Inc.
David Atkinson
President & CEO
604-669-3143
Forward Looking Statements:
The news release contains “forward-looking information” and “forward-looking statements” (collectively “forward-looking statements”) within the meaning of the applicable Canadian securities regulations. All statements contained herein, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objective assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are forward-looking statements, including but not limited to statements regarding: closing of the Offering on the terms described herein or at all; the expected Closing Date of the Offering; TSX Venture Exchange approval of the Offering; and the use of proceeds of the Offering. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements contained herein are made as of the date of this news release. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on the forward-looking statements.
Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this News Release.
