Earthworks Industries announced it has entered into a binding memorandum of understanding dated February 10, 2026, to acquire 100% of the intellectual property for a minerals recovery system from Wokaura Art and Innovations Inc.
The acquisition includes associated intellectual property, modular processing architecture, and a cloud-based operating and management platform designed to support system deployment, operational oversight, data capture, and scalable network growth. The company said the transaction represents a complementary strategic evolution, positioning Earthworks to pursue opportunities across urban mining, legacy mine waste and tailings reprocessing, and digitally managed, modular metals recovery infrastructure.
In connection with the deal, Chad McMillan, founder of Wokaura, will join Earthworks as a Strategic Advisor through his advisory firm, McMillan Strategies, to support the integration, commercialization, and long-term scaling of the system.
The acquired intellectual property underpins Earthworks’ Earthworks Critical Minerals Recovery System. The framework is designed to accelerate production of recoverable metals from non-traditional and secondary sources, including urban mining and above-ground materials recovery, reprocessing of historical mine waste, tailings, and waste rock, and modular and scalable processing infrastructure. It also integrates recovery, processing, logistics, monitoring, and commercialization workflows within a cloud-based, web-enabled operating system intended to support system oversight, facility reporting, operational data capture, customer management, and decision support.
Earthworks said the system is structured around a hub-and-spoke deployment model, enabling modular installations near source material that can be aggregated regionally and scaled as demand grows, while leveraging a centralized digital layer for long-term network management.
The company highlighted growing global demand for critical minerals, driven by electrification, data infrastructure, advanced manufacturing, and defense applications. At the same time, traditional mining development faces constraints, including permitting timelines, capital intensity, and geopolitical risk. Earthworks believes digitally supported minerals recovery models can help bridge near- and medium-term supply gaps while complementing conventional mining development.
Under the terms of the MOU, Earthworks will acquire 100% of Wokaura’s intellectual property related to the system on an exclusive, perpetual, worldwide basis, free and clear of all liens and encumbrances. As consideration, the company will issue up to 6 million common shares to Wokaura.
Of those shares, 4 million will be issued upon execution of a definitive purchase agreement, including 2 million immediately upon signing, 1 million held in escrow and released 12 months after signing, and 1 million held in escrow and released 24 months after signing.
Up to 2 million additional shares will be issued upon achievement of performance milestones, with 500,000 shares tied to each milestone. These include successful commissioning and commercial-grade operational readiness of the first system installation; grant or issuance of at least one new patent or equivalent registered intellectual property right relating to the system; generation of aggregate gross revenues of not less than $1 million from system-related commercial activities; and receipt of all material permits required to construct and operate a commercial-scale facility, followed by commencement of construction or installation.
Completion of the transaction remains subject to acceptance by the TSX Venture Exchange and execution of definitive agreements.
Separately, Earthworks entered into an advisory engagement with McMillan through McMillan Strategies. In his role as Strategic Advisor, McMillan will advise on platform integration, commercialization strategy, system development, capital markets best practices, and broader corporate strategy as the company advances the system toward deployment and scale.
McMillan has more than 20 years of experience in capital markets, executive management, corporate finance, mergers and acquisitions, corporate communications, and stakeholder relations. He has held roles including President, Chief Executive Officer, Director, Vice President of Corporate Communications, and Strategic Advisor, and has led and assisted in numerous financing, merger, acquisition, and joint venture transactions, particularly in the mining and resource sectors, as well as technology and entertainment. He holds a Bachelor of Arts degree in Communications from Simon Fraser University.
KEY QUOTES
“This transaction marks a strategic inflection point for Earthworks. By acquiring both modular recovery technology and a digital operating framework, we are building a platform designed for scale, visibility, and long-term execution. This positions Earthworks to move more quickly and efficiently as demand for critical minerals continues to grow.”
David Atkinson, Chief Executive Officer, Earthworks Industries
“This system was designed as a full-stack recovery platform — physical, digital, and strategic. Earthworks now has a public platform and operational focus to industrialize this model, and I’m excited to support the Company as it advances to help address the West’s critical minerals needs.”
Chad McMillan, Founder, Wokaura Art and Innovations Inc., and Strategic Advisor, Earthworks Industries Inc.
