SOURCE: Offsetters Climate Solutions Inc.

Offsetters Climate Solutions Inc.

July 29, 2015 13:22 ET

Offsetters Announces $280,000 Convertible Debenture for Naturebank Subsidiary

VANCOUVER, BC--(Marketwired - July 29, 2015) - Offsetters Climate Solutions Inc. ("OCS" or the "Company") (TSX VENTURE: COO) (FRANKFURT: 9EA) is pleased to announce that WBZ GmbH ("WBZ"), a German company, has agreed to enter into a convertible debenture agreement (the "Debenture") with Naturebank Asset Management Inc. ("Naturebank"). Naturebank is a subsidiary of the Company and is engaged in the development of technologies to increase investment into sustainable forestry, agroforestry and conservation projects. WBZ GmbH is a company that is 50% owned by Alexander Zang, the Chairman and Director of OCS. WBZ is also an existing shareholder of Offsetters.

Naturebank is a unique online platform that enables consumers to explore, connect and invest in high value conservation and agroforestry projects. The global market for conservation investment is over $15 billion and the market for sustainable commodity production, including agroforestry is valued at over $31 billion. Traditionally, investment has been accessible only to institutional investors or through conservation donations. Naturebank introduces a retail based approach and creates a transparent platform for investing in conservation projects. It combines the features of social networking with crowdfunding platforms to create new funding channels that will attract and retain customers.

The Debenture calls for WBZ to lend a total of CDN $280,000 to Naturebank. The Debenture bears interest of 5% per annum simple interest and can be converted at any time at the lesser of (i) $3.50 per common share of Naturebank; or (ii) that price which is the last price paid by any arm's length party for common shares of Naturebank subject to the requirement that conversion of the Debenture cannot result in issuance of shares representing more than a 7.5% interest in Naturebank. The Debenture can be converted at any time by WBZ but WBZ cannot demand repayment for a period of two years. The Debenture can be prepaid at any time by Naturebank.

The Debenture further calls for:

  1. WBZ to have a first right of refusal (the "ROFR") on further sales (if any) of any common shares in Naturebank at the price and on terms equal to any offer made by another party; and
  2. For the Debenture to be of force and effect when funds are received from WBZ and the Debenture (expected within five days).

The terms and conditions of the Debenture are subject to their acceptance for filing with the TSX Venture Exchange.

"This platform has been under development for two years and has been tested on a pilot basis with thousands of users," commented Dr. James Tansey, CEO of Offsetters. "This investment will allow us to move into the next stage of development and to launch the platform with our existing corporate partners with the potential to reach 30 million users."

James Tansey, Ph.D.
President and CEO
Offsetters Climate Solutions Inc.

About Offsetters Climate Solutions Inc.
Offsetters is an internationally diversified carbon management and agroforestry solutions company. With Offsetters offices in Vancouver, British Columbia and Portland Oregon, and Forest Finest Consulting offices in Bonn Germany and Panama, its team of industry leaders specialize in the origination, development and commercialization of high-quality agroforestry and carbon offset projects, in addition to offering a comprehensive suite of sustainability consultancy services. Through Offsetters advisory services group and German based CO2OL, the company helps organizations understand, reduce and offset their climate impact. Offsetters has worked with over 200 leading business organizations including Aimia, Vancity, lululemon athletica, Catalyst Paper, Harbour Air, HSE - Entega, and Shell Canada Limited. Offsetters is publicly listed company on the Toronto Venture Exchange (TSX VENTURE: COO) and in (FRANKFURT: 9EA). For more information, please visit us at www.offsetters.ca.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISKS:

Certain of the statements and information in this news release may constitute "forward-looking information" within the meaning of applicable Canadian provincial securities laws. All statements, other than statements of historical fact, are forward-looking statements. When used in this news release the words "anticipate", "believes", "estimates", "expects", "intends", "may", "project", "plan", "should" , "forecast", "outlook", "budget", "anticipated", "future", "potential" and similar words and expressions may identify forward-looking statements or information.

The statements in this news release reflect the Company's current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, known and unknown, could cause actual results, performance or achievements to be materially different from results, performance or achievements anticipated by management. The Company's ability to continue as a going concern is dependent upon its ability to maintain profitable operations and/or obtain the necessary financing to repay liabilities and obligations arising from normal business operations and to meet contractual liabilities related to the acquisition of Offsetters and CCC when they come due. The Company has been profitable in the past but has not achieved sustained, long term profitable operations and may require additional working capital and may seek additional financing through equity or debt and/or increased sales revenue and cash flows in order to remain a going concern. There is material uncertainty related to the Company's ability to secure necessary financing or generate additional sales revenue and cash flows in the amounts required. The Company could be adversely affected by risks and uncertainties as disclosed in the Company's most recent MD&A filing and financial statements as filed at www.sedar.com.

The Company does not intend, and does not assume any obligation to update any forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information other than as required by applicable securities or other laws.

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

  • For further information, please contact:

    David Rokoss
    Offsetters Climate Solutions Inc.
    Suite 1000 - 675 West Hastings Street,
    Vancouver BC, V6B 1M8
    Telephone: 778-945-0951
    Email: david.rokoss@offsetters.com