Mr. James Tansey reports

OFFSETTERS SIGNS SHARE EXCHANGE AGREEMENT TO ACQUIRE ASSETS OF FOREST FINANCE SERVICE GMBH

Offsetters Climate Solutions Inc. has signed a share exchange agreement (SEA) for the acquisition of certain assets of Forest Finance Service GmbH of Germany, as announced in the press release dated Feb. 5, 2015. The acquisition, detailed below, is expected to close around the first week of July, 2015, subject to final TSX Venture 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 per cent of the equity in ForestFinest Consulting GmbH 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 per cent 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 per cent 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 16,815,000 common shares of Offsetters in exchange for the acquired assets, valuing the assets at a maximum of $840,750 using a share price of five cents 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 five-time multiple of free cash flow 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 that these assets achieve audited 2015 cash flow of at least 154,173 euros ($219,965). The SEA has established a formula, based on the average of free cash flow from 2014 and 2015, to determine the required cash flow 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 may become significant shareholders of Offsetters 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 adviser, 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 is 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 share 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, chief executive officer 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 on SEDAR.

About Forest Finance Service GmbH

The Forest Finance group is the leading forest direct investment provider in Europe with a forest and agroforest area of over 16,000 hectares, more than 15,000 customers, investments amounting to roughly $100-million (U.S.), and more than 20 years of experience in the development of ecological forest and agroforest investments. In 2003, Forest Finance established "the tree savings plan," which allows investors to make sustainable investments in ecologically renewable raw materials, combined with financial returns. More than 6,000 tree savers save forests on a regular basis. Forest Finance has planted ecologically mixed forests in Panama since the 1990s, and has expanded development to Colombia, Peru and Vietnam, converting the value of these certified and sustainably managed forests into economic and ecological investment products.

About ForestFinest Consulting GmbH

ForestFinest Consulting is a leading consultancy service provider for sustainable land use projects. With a highly qualified core team and a wide network of leading experts, ForestFinest assists companies, impact investors, non-governmental and public organizations in the development, implementation, management, and certification of forestry, agroforestry and carbon forestry projects worldwide. As a member of the Forest Finance group, ForestFinest Consulting has a substantial record, not only in feasibility studies and research, but in real projects, improving the compatibility of economic success, and positive social and ecological impacts.

About CO2OL

Corporate climate protection is a process -- and CO2OL is your partner, showing you the first steps and a successful strategy. Since 1998, CO2OL has offered concrete solutions and products for an effective realization of climate protection strategies to companies and individuals. In accordance with the CO2OL principle, the company offers a service portfolio ranging from the determination of carbon footprints to carbon reduction and compensation measures to green communication. All of these measures complement each other and are designed to form a comprehensive climate protection strategy. This is a big challenge, but also a great opportunity for the successful future of your company.

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