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ERA Closes Acquisition of Offsetters Clean Technology Inc. and Carbon Credit Corporation
-- ERA Closes Private Placements for Proceeds of $413,440
By: Marketwired .
Dec. 14, 2012 07:54 PM
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 12/15/12 -- ERA Carbon Offsets Ltd. ("ERA" or the "Company") (TSX VENTURE:ESR) is pleased to announce that it has closed its acquisition (the "Acquisition") of Offsetters Clean Technology Inc. ("Offsetters") and Carbon Credit Corporation ("CCC") of Vancouver BC, Canada.
The Company has also closed its private placements announced on September 17, 2012 (the "First Private Placement") and October 9, 2012 (the "Second Private Placement") for total proceeds of $413,440.
In addition, the Company has appointed Dr. James Tansey as the Company's President and CEO.
Closing of the Acquisition
The Company has purchased all of the issued and outstanding shares of Offsetters (the "Offsetters Shares") and CCC (the "CCC Shares") from the three holders of those shares: Dr. James Tansey ("Tansey"), Donovan Woollard ("Woollard") and a third party seller (the "3rd Party Seller").
In consideration of the purchase of the 3rd Party Seller's CCC Shares and Offsetters Shares, the Company issued to the 3rd Party Seller share purchase warrants to purchase 2,000,000 Common shares of ERA (the "Warrant Shares"), exercisable at a price of $0.40 per Common share until March 31, 2017 (the "Warrants") and paid $500,000 (the "First Cash Payment") to the 3rd Party Seller. As further consideration, the Company shall also make cash payments to the 3rd Party Seller, as follows:
i. on or before December 30, 2013, the Company will pay the 3rd Party Seller the greater of either (A) $1,500,000 (the "Second Cash Payment") or (B) the sum of 15% of the net cash it receives from projects unrelated to its current operations (the "Net Cash Received" and the "15% Payment") in 2013 and 35% of commissions from the Great Bear Project (a "GBI Payment") in 2013; ii. on or before December 30, 2014, the Company will pay the 3rd Party Seller the greater of either (A) $500,000 (the "Third Cash Payment") or (B) the sum of the 15% Payment for the Net Cash Received in 2014 and the GBI Payment for 2014; iii.on or before December 30, 2015, the Company will pay the 3rd Party Seller the greater of either (A) $500,000 (the "Fourth Cash Payment") or (B) the sum of the 15% Payment for the Net Cash Received in 2015 and the GBI Payment for 2015; iv. on or before December 30, 2016, ERA will pay the 3rd Party Seller the greater of either (A) $500,000 (the "Fifth Cash Payment") or (B) the sum of the 15% Payment for the Net Cash Received in 2016 and the GBI Payment for 2016; and v. 15% of Net Cash Received and 35% of GBI Commissions during the period of December 31, 2016 and March 31, 2017 attributable to revenues accrued in 2016 to the extent that the sum of (A) such amount and (B) 15% of the Net Cash Received in 2016 and the GBI Payment for 2016, exceeds the Fifth Cash Payment (the "2016 Adjustment"),
provided that the total of all Payments shall not be less than the Minimum Purchase Price of $3,500,000, and not more than the Maximum Purchase Price of $6,000,000.
In addition, the 3rd Party Seller will receive 20% of any equity financing of projects unrelated to the Company's current operations.
The shares underlying the Warrants are subject to a four (4) month hold period expiring on April 15, 2013. The shares are also subject to a right of first refusal of the Company to purchase the shares should the 3rd Party Seller wish to sell them.
The calculation of the terms "Net Cash Received", "GBI Payment" and other terms and conditions are more fully discussed in the Company's agreement with the 3rd Party Seller, which the Company has filed as a material change report on the SEDAR system.
As consideration for the purchase of Woollard's shares of Offsetters, the Company has issued to Woollard a total of 200,000 of its common shares (the "Woollard Shares"). The Woollard Shares are subject to a four month hold period expiring on April 15, 2013 and are further subject to contractual requirements that Woollard provide notice and a right of first refusal to the Company of any intent to sell the Woollard Shares.
The Company has purchased Tansey's shares in Offsetters in exchange for:
i. The assignment to the Company of Tansey's management agreement with an affiliate of the 3rd Party Seller and Offsetters; and ii. The issuance of 2,000,000 Common shares of the Company (the "Tansey Shares") to Tansey.
The Tansey Shares are subject to a four month hold period expiring on April 15, 2013 and are further subject to contractual resale restrictions such that 25% of the Tansey Shares shall be free of contractual resale restrictions each of: four (4) months from Closing, six (6) months from Closing, twelve (12) months from Closing and eighteen (18) months from Closing.
Effective immediately, Dr. James Tansey has been appointed as President and CEO of the Company.
Closing of the Private Placements
The Company wishes to announce that the First Private Placement, being a private placement of 2,000,000 units at a price of $0.11 per unit (each unit comprised of one common share and one share purchase warrant exercisable for a period of two years at an exercise price of $0.21) has been closed.
Proceeds of the First Private Placement are $220,000. The shares comprising part of the units in the First Private Placement, and the shares underlying the warrants comprising part of the units are all subject to a four month hold period expiring on April 15, 2013.
No finder's fees or commissions were payable in connection with the First Private Placement.
The Company wishes to announce that the Second Private Placement, being a private placement of 1,500,000 units at a price of $0.13 per unit (each unit comprised of one common share and one share purchase warrant exercisable for a period of four years at an exercise price of $0.17) has been closed.
Proceeds of the Second Private Placement are $193,440. The shares comprising part of the units in the Second Private Placement, and the shares underlying the warrants comprising part of the units are all subject to a four month hold period expiring on April 15, 2013.
No finder's fees or commissions were payable in connection with the Second Private Placement.
Robert Falls, Ph.D., R.P.Bio., Chairman
ERA Carbon Offsets Ltd.
About ERA Carbon Offsets Ltd.
A pioneer in carbon offset projects based on forest conservation and restoration, ERA has delivered over two million tonnes of carbon offsets to the voluntary market from a variety of international forestry based projects. ERA's successful project development activities include the award winning Darkwoods and Denman Island forest carbon projects, the first REDD+ project in the Democratic Republic of Congo and Improved Forest Management projects in the United States which are expected to deliver ARB compliant tonnes for the California market beginning in 2013. ERA's carbon offset projects are validated and verified to ISO-14064, CCBA, PFSI-VER, CAR/ARB and VCS standards and sell into voluntary and pre-compliance carbon markets. For more information visit: www.eraecosystems.com.
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.
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