Click here to close now.



Welcome!

Microsoft Cloud Authors: Pat Romanski, Elizabeth White, Liz McMillan, Mihai Corbuleac, David Bermingham

News Feed Item

ERA Closes Acquisition of Offsetters Clean Technology Inc. and Carbon Credit Corporation

-- ERA Closes Private Placements for Proceeds of $413,440

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.

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

@ThingsExpo Stories
When people aren’t talking about VMs and containers, they’re talking about serverless architecture. Serverless is about no maintenance. It means you are not worried about low-level infrastructural and operational details. An event-driven serverless platform is a great use case for IoT. In his session at @ThingsExpo, Animesh Singh, an STSM and Lead for IBM Cloud Platform and Infrastructure, will detail how to build a distributed serverless, polyglot, microservices framework using open source tec...
IoT offers a value of almost $4 trillion to the manufacturing industry through platforms that can improve margins, optimize operations & drive high performance work teams. By using IoT technologies as a foundation, manufacturing customers are integrating worker safety with manufacturing systems, driving deep collaboration and utilizing analytics to exponentially increased per-unit margins. However, as Benoit Lheureux, the VP for Research at Gartner points out, “IoT project implementers often ...
Basho Technologies has announced the latest release of Basho Riak TS, version 1.3. Riak TS is an enterprise-grade NoSQL database optimized for Internet of Things (IoT). The open source version enables developers to download the software for free and use it in production as well as make contributions to the code and develop applications around Riak TS. Enhancements to Riak TS make it quick, easy and cost-effective to spin up an instance to test new ideas and build IoT applications. In addition to...
Presidio has received the 2015 EMC Partner Services Quality Award from EMC Corporation for achieving outstanding service excellence and customer satisfaction as measured by the EMC Partner Services Quality (PSQ) program. Presidio was also honored as the 2015 EMC Americas Marketing Excellence Partner of the Year and 2015 Mid-Market East Partner of the Year. The EMC PSQ program is a project-specific survey program designed for partners with Service Partner designations to solicit customer feedbac...
In his general session at 18th Cloud Expo, Lee Atchison, Principal Cloud Architect and Advocate at New Relic, discussed cloud as a ‘better data center’ and how it adds new capacity (faster) and improves application availability (redundancy). The cloud is a ‘Dynamic Tool for Dynamic Apps’ and resource allocation is an integral part of your application architecture, so use only the resources you need and allocate /de-allocate resources on the fly.
Machine Learning helps make complex systems more efficient. By applying advanced Machine Learning techniques such as Cognitive Fingerprinting, wind project operators can utilize these tools to learn from collected data, detect regular patterns, and optimize their own operations. In his session at 18th Cloud Expo, Stuart Gillen, Director of Business Development at SparkCognition, discussed how research has demonstrated the value of Machine Learning in delivering next generation analytics to imp...
It is one thing to build single industrial IoT applications, but what will it take to build the Smart Cities and truly society changing applications of the future? The technology won’t be the problem, it will be the number of parties that need to work together and be aligned in their motivation to succeed. In his Day 2 Keynote at @ThingsExpo, Henrik Kenani Dahlgren, Portfolio Marketing Manager at Ericsson, discussed how to plan to cooperate, partner, and form lasting all-star teams to change t...
In his keynote at 18th Cloud Expo, Andrew Keys, Co-Founder of ConsenSys Enterprise, provided an overview of the evolution of the Internet and the Database and the future of their combination – the Blockchain. Andrew Keys is Co-Founder of ConsenSys Enterprise. He comes to ConsenSys Enterprise with capital markets, technology and entrepreneurial experience. Previously, he worked for UBS investment bank in equities analysis. Later, he was responsible for the creation and distribution of life sett...
There are several IoTs: the Industrial Internet, Consumer Wearables, Wearables and Healthcare, Supply Chains, and the movement toward Smart Grids, Cities, Regions, and Nations. There are competing communications standards every step of the way, a bewildering array of sensors and devices, and an entire world of competing data analytics platforms. To some this appears to be chaos. In this power panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, Bradley Holt, Developer Advocate a...
Connected devices and the industrial internet are growing exponentially every year with Cisco expecting 50 billion devices to be in operation by 2020. In this period of growth, location-based insights are becoming invaluable to many businesses as they adopt new connected technologies. Knowing when and where these devices connect from is critical for a number of scenarios in supply chain management, disaster management, emergency response, M2M, location marketing and more. In his session at @Th...
The cloud market growth today is largely in public clouds. While there is a lot of spend in IT departments in virtualization, these aren’t yet translating into a true “cloud” experience within the enterprise. What is stopping the growth of the “private cloud” market? In his general session at 18th Cloud Expo, Nara Rajagopalan, CEO of Accelerite, explored the challenges in deploying, managing, and getting adoption for a private cloud within an enterprise. What are the key differences between wh...
A strange thing is happening along the way to the Internet of Things, namely far too many devices to work with and manage. It has become clear that we'll need much higher efficiency user experiences that can allow us to more easily and scalably work with the thousands of devices that will soon be in each of our lives. Enter the conversational interface revolution, combining bots we can literally talk with, gesture to, and even direct with our thoughts, with embedded artificial intelligence, wh...
Cloud computing is being adopted in one form or another by 94% of enterprises today. Tens of billions of new devices are being connected to The Internet of Things. And Big Data is driving this bus. An exponential increase is expected in the amount of information being processed, managed, analyzed, and acted upon by enterprise IT. This amazing is not part of some distant future - it is happening today. One report shows a 650% increase in enterprise data by 2020. Other estimates are even higher....
SYS-CON Events announced today that Bsquare has been named “Silver Sponsor” of SYS-CON's @ThingsExpo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. For more than two decades, Bsquare has helped its customers extract business value from a broad array of physical assets by making them intelligent, connecting them, and using the data they generate to optimize business processes.
Internet of @ThingsExpo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 19th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The Internet of Things (IoT) is the most profound change in personal and enterprise IT since the creation of the Worldwide Web more than 20 years ago. All major researchers estimate there will be tens of billions devices - comp...
19th Cloud Expo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy. Meanwhile, 94% of enterpri...
The 19th International Cloud Expo has announced that its Call for Papers is open. Cloud Expo, to be held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, brings together Cloud Computing, Big Data, Internet of Things, DevOps, Digital Transformation, Microservices and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding business opportuni...
Internet of @ThingsExpo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with the 19th International Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world and ThingsExpo Silicon Valley Call for Papers is now open.
There is little doubt that Big Data solutions will have an increasing role in the Enterprise IT mainstream over time. Big Data at Cloud Expo - to be held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA - has announced its Call for Papers is open. Cloud computing is being adopted in one form or another by 94% of enterprises today. Tens of billions of new devices are being connected to The Internet of Things. And Big Data is driving this bus. An exponential increase is...
Cognitive Computing is becoming the foundation for a new generation of solutions that have the potential to transform business. Unlike traditional approaches to building solutions, a cognitive computing approach allows the data to help determine the way applications are designed. This contrasts with conventional software development that begins with defining logic based on the current way a business operates. In her session at 18th Cloud Expo, Judith S. Hurwitz, President and CEO of Hurwitz & ...