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.
Earthworks Industries (TSXV:EWK)
過去 株価チャート
から 12 2024 まで 1 2025
Earthworks Industries (TSXV:EWK)
過去 株価チャート
から 1 2024 まで 1 2025