Dr. James Tansey reports

OFFSETTERS SIGNS LOI WITH FORESTFINANCE TO EXPAND NATURAL ASSET MANAGEMENT BUSINESS

Offsetters Climate Solutions Inc. has signed a letter of intent with Forest Finance GmbH of Germany that contemplates the acquisition of certain assets of Forest Finance by OCS, in order to grow the company's existing consulting, development and asset management capacity, focusing on international development and management of natural assets consisting of certified, sustainably managed forests and agroforestry projects that produce income-generating commodities, including carbon, cocoa and timber.

Forest Finance has focused on building forests for more than 20 years, establishing and sustainably managing diverse mixed forests and cacao forests for its 15,000 client investors. Having managed the deployment of more than $100-million (U.S.) in Panama, Colombia, Peru and Vietnam, Forest Finance has become the leading direct forest investment provider in Europe, managing more than 16,000 hectares of forest and agroforest areas, with a strong emphasis on blending economy with social impact and ecology. The acquisitions contemplated under this LOI will merge Forest Finance's consulting and natural asset management capacity, a company operating as Forest Finest, with Offsetter's current ecosystem management business to expand its platform of ecosystem expertise, growing the natural asset consulting and management businesses. This acquisition also creates an international company with firm ties to both Europe and North America, and project experience that spans South America, Central America, Southeast Asia, Africa and North America. The project development teams of both companies will begin to collaborate immediately, allowing the companies to provide the full suite of services to both new and existing clients.

Under the terms of the LOI, the following companies owned in whole, or in part, by Forest Finance would be vended into OCS:

• 99 per cent of the equity, with provisions to acquire the remaining 1-per-cent equity, in Forest Finest Consulting, which is the leading consultancy service provider for sustainable land use projects in the sustainable managed forest and agroforestry space. Forest Finest is responsible for implementing and managing all of Forest Finance's projects to date.
• 49 per cent of the equity in Forest Finance Switzerland, currently owned by Forest Finance, which develops investment funds for institutional investors and sells natural asset projects to family offices and affluent individuals.
• 15 per cent of the equity in Forest Finance France, which is responsible for sales and services of Forest Finance in France.

The CO2OL natural carbon collection (COOL) brand, which is wholly owned by Forest Finance, will also be transferred to OCS. COOL assists companies with the development and successful implementation of practical and sustainable climate protection strategies, including the use of voluntary carbon offsets.

Offsetters will issue a total of 16,815,000 shares to Forest Finance. Upon completion of the transaction, it is expected that Offsetters will have approximately 49 million shares outstanding (and up to 58 million fully diluted).

"By bringing together Forest Finest's best-in-class agroforestry group with our leading ecosystem development team, we will establish a world-class technical group, with a successful track record over multiple sustainable agroforestry and forestry projects worldwide," commented Dr. James Tansey, chief executive officer of Offsetters. "We recognize there is a great opportunity to leverage our collective strengths to grow the sustainable forest and agroforestry space to the benefit of local communities, climate and investors alike."

The new company will continue to be run by current chief executive officer, Dr. James Tansey. Richard Focken, chief executive officer of Forest Finance France and member of the Forest Finance Group management team, will be responsible for European operations. The company expects to appoint Harry Assenmacher, founder and chief executive officer of Forest Finance, and Dirk Walterspacher, current chief executive officer of Forest Finest, to the board of directors of OCS. It is further expected that Oliver Hanke from Forest Finance Switzerland will become chief financial officer and chief investment officer of the asset management business, following the completion of the transaction.

"We are very excited to engage with the team at Offsetters Climate Solutions," stated Harry Assenmacher, chief executive officer of Forest Finance. "We see great opportunities in combining resources to significantly grow investments into the agroforestry space, developing forest-based projects that deliver real value environmentally and economically."

"This new international enterprise will be well positioned to engage with capital markets in North America and Europe and attract the growing number of investors who want to benefit from sustainable forestry and agroforestry projects," said Alexander Zang, chairman of the board of Offsetters.

Completion of the transaction is subject to a number of conditions, including TSX Venture Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all.

OCS and Forest Finance confirm that there are no finder's fees or other similar fees payable to any person or party with respect to the Transaction.

We seek Safe Harbor.