Ostrom Climate Solutions Inc V.COO

Offsetters Signs Share Exchange Agreement to Acquire Assets

[ATLEVAN]

Offsetters Signs Share Exchange Agreement to Acquire Assets of Forest Finance Service GmbH
13:09 EDT Tuesday, June 23, 2015

VANCOUVER, BC --(Marketwired - June 23, 2015) - Offsetters Climate Solutions Inc. ("OCS" or the "Company") (TSX VENTURE: COO)(FRANKFURT: 9EA) is pleased to announce that it has signed a Share Exchange Agreement (the "SEA") for the acquisition (the "Acquisition") of certain assets of Forest Finance Service GmbH of Germany ("Forest Finance") as announced in the press release dated February 5, 2015. The Acquisition, detailed below, is expected to close around the first week of July, 2015, subject to final TSX Venture Exchange (the "Exchange") approval.The combined company will be a global leader in sustainable agroforestry investments, focusing on carbon, cacao, timber and related products.

The Acquisition

Under the terms of the SEA entered into by Offsetters and Forest Finance, the Company will purchase the following assets from Forest Finance:

100% of the equity in ForestFinest Consulting GmbH ("ForestFinest") of Germany, which is a leading international consultancy service provider for sustainable land use projects in the managed forest and agroforestry space. ForestFinest is responsible for implementing and managing all of Forest Finance's projects to date. The ForestFinest acquisition includes 100% of the equity in the CO2OL Natural Carbon Collection ("COOL") brand, which is a wholly-owned business of Forest Finance. COOL assists companies with the development and successful implementation of practical and sustainable climate protection strategies, including the use of voluntary carbon offsets.
15% of the equity in Forest Finance France SAS, which is responsible for sales and services of Forest Finance in France.
Under the terms of the SEA, Forest Finance will be compensated up to a maximum of 16.815 million common shares of Offsetters in exchange for the acquired assets, valuing the assets at a maximum of CDN $840,750 using a share price of CDN $0.05 per common share. Forest Finance will receive these shares in two separate tranches, reflecting audited financial performance of the acquired assets over the 2014 and 2015 financial periods.

Upon closing, the Exchange has authorized Offsetters to issue an initial 11,633,500 shares to Forest Finance, which corresponds to a 5X multiple of free cashflow achieved by the acquired companies in their audited 2014 financial year. Forest Finance can earn up to an additional 5,181,500 common shares provided these assets achieve audited 2015 cashflows of at least 154,173EUR (CDN $219,965). The SEA has established a formula, based on the average of free cashflow from 2014 and 2015, to determine the required cashflow necessary for a maximum allowable second tranche issuance of common shares.

Upon completion of the second tranche of the Acquisition, it is expected that Offsetters will have approximately 49 million shares outstanding (and up to 58 million on a fully diluted basis).

Lock-Up Agreements
The common shares exchanged under the SEA are subject to Lock-Up Agreements with their recipients. This agreement has been voluntarily entered into by Forest Finance. The Lock-Up Agreement prohibits Forest Finance from directly or indirectly transferring, offering, granting an option or right in respect of, or the disposal of any consideration share issued to Forest Finance by the Company in connection with the Acquisition, for a period of 24 months following the closing of the Acquisition, unless otherwise granted through written consent of the Company.

Non-Competition and Non-Solicitation Agreements

Given that the principals of Forest Finance, ForestFinest, and Forest Finance France SAS may become significant OCS shareholders following the closing of the Acquisition, they have voluntarily entered into Non-competition/Non-Solicitation Agreements with the Company, where for a period of two years from the date of entering into the SEA, each individual will not directly or indirectly operate, be engaged in, involved in or have an interest in, whether actively or as an investor or advisor, any business or venture that competes with the business of the Company, anywhere in the world. Equally, each signatory will not solicit the business of any person known to him/her to be an existing client of the business at the time of execution of the SEA, for a period of 24 months. Each of the principals will continue to operate in their present role and capacity of their respective company following the closing of this Acquisition, and are expected to remain in these roles for the foreseeable future.

Closing of the Acquisition

The signed SEA and related materials shall be delivered to the Exchange for final review. Upon receiving conditional approval to close, the parties to this Acquisition shall endeavour to complete and deliver all necessary closing documents as required by the SEA. Upon the mutual exchange and delivery/acceptance of required shares certificates and share registry updates, the Acquisition will be finalized. This is expected to happen around the first week of July, at which point the Company shall issue a news release confirming the closing of the transaction.

"We are very excited to have completed these agreements and we are even more excited to complete the transaction and move forward with an ambitious agenda and expanded focus," commented James Tansey, CEO of Offsetters. "We have assembled a world class team of agroforestry and carbon experts to address and respond to a growing corporate demand for sustainable commodities - which helps drive the long term investment needed for the protection of the globe's productive forests."

There was no finder's fee or other similar fee payable to any person or party with respect to the Transaction. Filings related to this announcement can be found at www.sedar.com.

James Tansey, Ph.D.

President and CEO

Offsetters Climate Solutions Inc.