ERA Carbon Offsets Ltd.
TSX VENTURE : ESR

ERA Carbon Offsets Ltd.

February 08, 2010 09:00 ET

ERA Carbon Offsets Ltd. to Close $5,520,000 Financing With Forest Carbon Group AG

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 8, 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, will close on or about February 9th 2010. The private placement consists 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 is Forest Carbon Group AG ("FCG") an affiliate of HEAG Sudhessische Energie AG ("HSE"), a German energy and infrastructure company based in Darmstadt. Post-financing, FCG will own 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.

On the closing of the private placement (the "Closing") the Company will grant FCG:

1) the pre-emptive right to purchase up to 30% (subject to adjustment) of any equity financings that the Company may from time to time undertake (the "Right"); and

2) the right of first refusal (the "Right of First Refusal") to provide such project financing as may be requested by the Company for forest carbon offset projects (the "ERA Projects") and to purchase carbon offsets created from the ERA Projects. If the Company and FCG are unable to conclude an agreement with respect to the financing and/or the purchase of the carbon offsets, the Company may offer the terms which were last offered to FCG or other terms not less favourable to the Company to any third party for a period of 60 days. The Right of First Refusal will not apply with respect to ERA Projects developed by the Company exclusively for other clients, or developed in participation with other clients or developers up to the Closing or existing obligations and contracts of the Company with offset resellers and project developers.

Both the Right and the Right of First Refusal 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.

ERA has submitted all documentation regarding the financing to the TSX Venture Exchange and is awaiting approval.

In addition, on the Closing the Company will increase the number of its board members from five (5) to six (6) members and appoint 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, 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 Tubingen 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 AG 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 by the German utility company HSE and the consultancy firm BCC – Business Communications Consulting. The company's headquarters are in Frankfurt am Main.

Additional information on The Forest Carbon Group can be found at www.forestcarbongroup.ag or by contacting contact@forestcarbongroup.de

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-Entega, 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 www.eracarbonoffsets.com or by contacting investor@eracarbonoffsets.com

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.

NEITHER 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 RELEASE.

Contact Information