Company Announcements

TSX-V: EWK
OTCQB: EAATF

VANCOUVER, BC , May 13, 2026 /CNW/ - Earthworks Industries Inc. (TSXV: EWK) (OTCQB: EAATF) (the "Company" or "Earthworks") is pleased to announce that it has received final acceptance from the TSX Venture Exchange (the "Exchange") for the acquisition of 100% of the Intellectual Protocol comprising the Critical Minerals Recovery System (the "System") from Wokaura Art and Innovations Inc. ("Wokaura"), pursuant to the Intellectual Property Assignment and Purchase Agreement dated March 1, 2026 (the "Agreement").

The closing of the arm's length transaction marks a significant milestone in Earthworks' strategic evolution, transforming the Company into an active, platform-driven critical minerals recovery business with the intellectual infrastructure, modular deployment model, and digital operating layer required to pursue near-term revenue generation and disciplined, capital-efficient scaling.

CRITICAL MINERALS RECOVERY SYSTEM – OVERVIEW

The Earthworks Critical Minerals Recovery System is a full-stack platform for the recycling and recovery of critical minerals from secondary and legacy material streams. The System combines modular physical processing infrastructure with a cloud-based digital operating layer, designed to function together as an integrated, scalable network deployable across multiple locations and material streams.

The platform is built around a hub-and-spoke deployment model, enabling the Company to pursue modular, repeatable facility installations that can be deployed near source material, aggregated regionally, and scaled efficiently. The initial deployment focus is a pilot copper recycling facility in the Lower Mainland of British Columbia, with expansion planned vertically through additional throughput, horizontally through new locations, and laterally through additional material streams including precious metals, battery metals, rare earth elements, and defense-related materials.

TRANSACTION DETAILS

Pursuant to the Agreement, Earthworks has acquired 100% of Wokaura's intellectual property related to the Critical Minerals Recovery System on an exclusive, perpetual, irrevocable, and worldwide basis, free and clear of all encumbrances. The acquired assets include:

• Urban mining and above-ground critical minerals recovery technologies
• Legacy mine waste, tailings, and waste rock reprocessing systems
• Modular, scalable processing system designs and architectures
• Integrated recovery, processing, logistics, monitoring, and commercialization workflows
• Proprietary cloud-based operating system, dashboards, analytics, and workflow logic
• All documentation, trade secrets, know-how, and associated intellectual property rights

CONSIDERATION

As consideration for the acquisition, Earthworks will issue an aggregate of up to 6,000,000 common shares to Wokaura, structured as follows.

All share issuances are subject to applicable securities laws, Exchange rules, and customary hold periods and escrow requirements. No cash consideration was paid. No finder's fees are payable in connection with the transaction.

STRATEGIC ADVISORY ENGAGEMENT

In connection with the transaction, the Company has confirmed the engagement of Chad McMillan through McMillan Strategies as Strategic Advisor to Earthworks, pursuant to an advisory agreement dated April 25, 2026 (the "Advisory Agreement").

Under the Advisory Agreement, McMillan Strategies will provide advisory and consulting services to the Company for a period of one year. Compensation includes a fee of $60,000 payable upon the Company completing a qualifying financing of at least $125,000, and $5,000 per month commencing the first day of the month following that financing for the duration of the agreement.

McMillan Strategies is also entitled to finder's fees in connection with transactions it introduces to the Company, subject to applicable securities laws and Exchange policies, as set out in the table below.

The Company has not yet made any payments to McMillan Strategies under the Advisory Agreement. Either party may cancel the agreement with 30 days' written notice, and the agreement may be mutually renewed.

ABOUT CHAD MCMILLAN 

Mr. McMillan is the founder of Wokaura Art & Innovations Inc. and the original architect of the Critical Minerals Recovery System now owned by Earthworks. Over the course of his career, Mr. McMillan has led and supported numerous financing, merger, acquisition, and joint venture transactions, as well as corporate turnarounds, with particular depth in the mining and resource sectors. He brings over twenty years of capital markets experience working in and around publicly listed companies, having served in executive and advisory roles across mining and resource development, technology, media, and entertainment. He has held positions including President, Chief Executive Officer, Director, Vice President of Corporate Communications, and Strategic Advisor, and is well versed in executive management, corporate finance, mergers and acquisitions, corporate communications, and stakeholder relations. Mr. McMillan is the founder of McMillan Strategies, Kaypieye Media Inc., and Wokaura Art & Innovations Inc., and holds a Bachelor of Arts degree in Communications from Simon Fraser University.

MANAGEMENT COMMENTARY

"Receiving final acceptance from the Exchange and closing this transaction is a defining moment for Earthworks," said David Atkinson, CEO of Earthworks Industries Inc. "We now have the intellectual protocol, the deployment model, and the strategic support in place to begin building a real critical minerals recovery business. Our near-term focus is clear: deploy the pilot facility and generate first revenue. The platform is designed to scale."

"This system was purpose-built to address one of the most important gaps in the Western critical minerals supply chain – the lack of modular, deployable, capital-efficient and fast to move recovery capacity," said Chad McMillan, Strategic Advisor and founder of Wokaura. "Earthworks now own the platform outright and has the Exchange's blessing to move forward. I'm excited to support the Company as it takes this protocol through commercialization and beyond."

ADDRESSING THE CRITICAL MINERALS SUPPLY CRISIS

The race to build and power artificial intelligence infrastructure, electrify transportation, modernize defense systems, and expand advanced manufacturing has created an unprecedented and accelerating demand for critical minerals; copper, rare earth elements, lithium, cobalt, nickel, tungsten, titanium, and many others that form the physical foundation of the 21st century economy. The problem is supply. Refining and processing capacity for these materials is heavily concentrated in foreign jurisdictions, most significantly China, creating vulnerabilities in Western supply chains that are no longer theoretical but active and urgent. Both Canada and the United States have responded with landmark policy commitments, including Canada's Critical Minerals Strategy and the U.S. Defense Production Act and CHIPS Act, directed at building domestic supply chain resilience. Primary mining alone cannot close the gap fast enough; new mine development typically takes a decade or more from discovery to production.

This is where recycling and secondary recovery become strategically essential. The materials the West needs already exist above ground in vast quantities, in end-of-life electronics, industrial scrap, manufacturing byproducts, and legacy mine waste.  Urban recycling offers a faster, lower-impact, and more capital-efficient path to production than greenfield development but where domestic recovery infrastructure in North America remains fragmented and undersupplied, creating a clear need for modular, deployable, digitally managed recovery capacity. Through its acquisition of the Critical Minerals Recovery System, Earthworks now holds a full-stack platform purpose-built to address exactly that need,  beginning with copper and expanding through battery metals, rare earth elements, precious metals, and defense-related materials across Canada and the United States.

ABOUT EARTHWORKS INDUSTRIES INC.

Earthworks Industries Inc. is a waste material management and resource recovery company focused on developing and expanding its operations across the recycling and critical minerals sectors. The Company is pursuing opportunities to integrate innovative recovery solutions into its existing material handling platform to support the growing demand for secure and responsible sources of critical materials.

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.

Statements made in this news release, other than purely historical information, including statements relating to the Company's future plans and objectives or expected results, may include forward-looking statements. Forward-looking statements are based on numerous assumptions and are subject to all of the risks and uncertainties inherent in resource exploration and development. As a result, actual results may vary materially from those described in the forward-looking statements.

SOURCE Earthworks Industries Inc.