15:02:08 EDT Tue 16 Apr 2024
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or Name
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Offsetters Climate Solutions Inc
Symbol COO
Shares Issued 42,475,052
Close 2015-07-29 C$ 0.10
Market Cap C$ 4,247,505
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Offsetters' Naturebank sets up $280,000 debt financing

2015-07-29 13:29 ET - News Release

Dr. James Tansey reports

OFFSETTERS ANNOUNCES $280,000 CONVERTIBLE DEBENTURE FOR NATUREBANK SUBSIDIARY

WBZ GmbH, a German company, has agreed to enter into a convertible debenture agreement with Offsetters Climate Solutions Inc.'s Naturebank Asset Management Inc. Naturebank is a subsidiary of the company, and is engaged in the development of technologies to increase investment into sustainable forestry, agroforestry and conservation projects. WBZ GmbH is a company that is 50 per cent owned by Alexander Zang, the chairman and director of OCS. WBZ is also an existing shareholder of Offsetters.

Naturebank is a unique on-line platform that enables consumers to explore, connect and invest in high-value conservation and agroforestry projects. The global market for conservation investment is over $15-billion, and the market for sustainable commodity production, including agroforestry, is valued at over $31-billion. Traditionally, investment has been accessible only to institutional investors or through conservation donations. Naturebank introduces a retail-based approach and creates a transparent platform for investing in conservation projects. It combines the features of social networking with crowd-funding platforms to create new financing channels that will attract and retain customers.

The debenture calls for WBZ to lend a total of $280,000 to Naturebank. The debenture bears 5-per-cent-per-annum simple interest and can be converted at any time, at the lesser of: (i) $3.50 per common share of Naturebank; or (ii) that price which is the last price paid by any arm's-length party for common shares of Naturebank subject to the requirement that conversion of the debenture cannot result in issuance of shares representing more than a 7.5-per-cent interest in Naturebank. The debenture can be converted at any time by WBZ, but WBZ cannot demand repayment for a period of two years. The debenture can be prepaid at any time by Naturebank.

The debenture further calls for:

  1. WBZ to have a first right of refusal on further sales (if any) of any common shares in Naturebank at the price and on terms equal to any offer made by another party;
  2. For the debenture to be of force and effect when funds are received from WBZ and the debenture (expected within five days).

The terms and conditions of the debenture are subject to their acceptance for filing with the TSX Venture Exchange.

"This platform has been under development for two years and has been tested on a pilot basis with thousands of users," commented Dr. James Tansey, chief executive officer of Offsetters. "This investment will allow us to move into the next stage of development and to launch the platform with our existing corporate partners with the potential to reach 30 million users."

We seek Safe Harbor.

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