ERA Carbon Offsets Ltd.

ERA Carbon Offsets Ltd.

February 19, 2010 09:00 ET

Forest Carbon Group AG Purchases 29.9% of ERA Carbon Offsets Ltd.

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 19, 2010)ERA Carbon Offsets Ltd. (TSX­ VENTURE:ESR) (the "Company" or "ERA"), is pleased to announce that the private placement previously announced, October 14th 2009, closed on February 17th 2010. The private placement consisted of 7,360,000 common shares at a price of CAD$0.75 per share for gross proceeds of CAD$5,520,000. The sole subscriber was Forest Carbon Group AG ("FCG") an affiliate of HEAG Südhessische Energie AG ("HSE"), a German energy and infrastructure company based in Darmstadt, Germany. FCG now owns an aggregate of 7,360,000 shares which constitute 29.9% of the issued capital of the Company. No finder's fee was paid in connection with the private placement. Shareholders' approval for the placement was obtained via a consent resolution of at least 50% plus 1 of the shareholders of the Company.

Under the terms of the private placement, the Company has granted FCG a pre-emptive right to purchase up to 30% of any equity financings that the Company may from time to time undertake subject to some customary exceptions and adjustments; and a right of first refusal to participate through financing or otherwise in certain types of projects. Both the pre-emptive right and the participation right will expire at the earlier of five (5) years from the Closing and the date FCG no longer owns at least 20% of the issued and outstanding shares of the Company on a non-diluted basis.

The shares issued pursuant to the private placement are subject to a hold period expiring June 18, 2010. 

Effective February 17th 2010, the Company increased the number of its board members from five (5) to six (6) members and appointed FCG's nominee, Mr. Holger Mayer as the sixth board member. Mr. Mayer is the director of Finance, Human Resources and Sales for HSE. Its subsidiary, ENTEGA Vertrieb GmbH & Co. KG, is one of Germany's largest suppliers of green power. As a director of FCG, Mr. Mayer is responsible for the financial and legal aspects of project development. Mr. Mayer studied law in Tübingen and Stuttgart, as well as Business Administration at the Berufsakademie Stuttgart.

Robert Falls, CEO of ERA commented, "We cannot overstate the importance of this Private Placement, nor the strength of the relationship it underscores. Built on a foundation of seasoned professionals, ERA has pioneered the forest carbon offset space and developed into a significant international player in the industry, having capacity in the full range of project sourcing, development, implementation. ERA has become a leader in offset sales and brokering to both large companies and smaller organizations that have made a commitment to support climate mitigation and ecosystem restoration and protection. HSE is a well established company and its affiliate FCG will not only benefit from this heritage but use its marketing capacity to engage large European corporations in forest carbon offset programming. Having Mr. Mayer join ERA's board will add a high level of business acumen to ERA's organization."

Holger Mayer, director of FCG and CFO of HSE, declared: "The foundation of Forest Carbon Group and the strategic stake it has taken in ERA is another consequent step for HSE to move from being part of the problem of the climate crisis to be part of the solution. Afforestation of natural forests and forest protection are indispensable to solving the climate crisis, maintaining biodiversity and guaranteeing the sustainable existence of humanity. Together, FCG and ERA will be able to offer access to large scale, high quality forest projects that fit the demands of companies in need of compensating emissions that are still unavoidable for either technical or economical reasons."

About The Forest Carbon Group.

The Forest Carbon Group offers companies tailor made solutions for climate neutral products and processes. For this purpose it helps companies to reduce their own emissions voluntarily or to compensate for them with forest protection. The Forest Carbon Group identifies, develops, finances and monitors forestry projects for the voluntary carbon market and supplies its clients with forest carbon offsets. It invests exclusively in reforestation projects and schemes to protect still existing natural forests. The forest carbon offsets that are achieved as a result are securitised and issued in the form of so called VERs (Verified or Voluntary Emission Reductions) and CERs (Certified Emissions Reductions). The Forest Carbon Group was founded in 2009; the shareholders are the German utility company HSE and the consultancy firm BCC – Business Communications Consulting via its WBZ Beteiligungs- und Verwaltungsgesellschaft mbH. The company's headquarters are in Frankfurt am Main, Germany.

Additional information on The Forest Carbon Group can be found at or by contacting

About ERA Carbon Offsets Ltd.

ERA is a Canadian based pioneer in forest-based carbon offset programs and project development. Through its subsidiary, ERA Ecosystem Restoration Associates Inc., ERA produces significant, measurable carbon sequestration benefits that are validated and verified to international standards and sold to purchasers interested in offsetting their greenhouse gas footprints as a means of mitigating the effects of climate change. ERA is producing offsets from the company's "Community Ecosystem Restoration Program" (CERP) in the Lower Fraser Valley, near Vancouver, British Columbia. ERA is also developing projects in Africa, South America and the United States. ERA has generated ISO validated and verified Voluntary Emission Reductions (VERs) from the CERP project; to supply clients and offset users that include: HSE, Rolling Stone Magazine, Shell Canada Ltd., Air Canada, the Motion Pictures Producers Industry Association, and the Globe Foundation.

Additional information on ERA can be found on the corporate website or by contacting

On behalf of the Board of Directors of ERA CARBON OFFSETS LTD.

Robert Falls, Chief Executive Officer

FORWARD LOOKING STATEMENTS: This document includes forward-looking statements as well as historical information. Forward-looking statements include, but are not limited to, the continued advancement of the company's general business development, research development and the company's development of forest-based carbon offsets. When used in this document, the words "anticipate", "believe", "estimate", "expect", "intent", "may", "project", "plan", "should" and similar expressions may identify forward-looking statements. Although ERA Carbon Offsets Ltd. believes that their expectations reflected in these forward looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Important factors that could cause actual results to differ from these forward-looking statements include fluctuations in the marketplace for the sale of carbon credits, the inability to implement corporate strategies, the ability to obtain financing and other risks disclosed in our filings made with Canadian Securities Regulators.


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