|By Marketwired .||
|December 14, 2012 07:54 PM EST||
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.
With 15% of enterprises adopting a hybrid IT strategy, you need to set a plan to integrate hybrid cloud throughout your infrastructure. In his session at 18th Cloud Expo, Steven Dreher, Director of Solutions Architecture at Green House Data, discussed how to plan for shifting resource requirements, overcome challenges, and implement hybrid IT alongside your existing data center assets. Highlights included anticipating workload, cost and resource calculations, integrating services on both sides...
Jul. 26, 2016 09:00 PM EDT Reads: 2,014
In his session at @DevOpsSummit at 19th Cloud Expo, Yoseph Reuveni, Director of Software Engineering at Jet.com, will discuss Jet.com's journey into containerizing Microsoft-based technologies like C# and F# into Docker. He will talk about lessons learned and challenges faced, the Mono framework tryout and how they deployed everything into Azure cloud. Yoseph Reuveni is a technology leader with unique experience developing and running high throughput (over 1M tps) distributed systems with extre...
Jul. 26, 2016 08:30 PM EDT Reads: 2,130
Manufacturers are embracing the Industrial Internet the same way consumers are leveraging Fitbits – to improve overall health and wellness. Both can provide consistent measurement, visibility, and suggest performance improvements customized to help reach goals. Fitbit users can view real-time data and make adjustments to increase their activity. In his session at @ThingsExpo, Mark Bernardo Professional Services Leader, Americas, at GE Digital, discussed how leveraging the Industrial Internet a...
Jul. 26, 2016 08:00 PM EDT Reads: 278
Big Data engines are powering a lot of service businesses right now. Data is collected from users from wearable technologies, web behaviors, purchase behavior as well as several arbitrary data points we’d never think of. The demand for faster and bigger engines to crunch and serve up the data to services is growing exponentially. You see a LOT of correlation between “Cloud” and “Big Data” but on Big Data and “Hybrid,” where hybrid hosting is the sanest approach to the Big Data Infrastructure pro...
Jul. 26, 2016 07:15 PM EDT Reads: 1,927
In his session at 18th Cloud Expo, Sagi Brody, Chief Technology Officer at Webair Internet Development Inc., and Logan Best, Infrastructure & Network Engineer at Webair, focused on real world deployments of DDoS mitigation strategies in every layer of the network. He gave an overview of methods to prevent these attacks and best practices on how to provide protection in complex cloud platforms. He also outlined what we have found in our experience managing and running thousands of Linux and Unix ...
Jul. 26, 2016 07:00 PM EDT Reads: 1,795
Cloud analytics is dramatically altering business intelligence. Some businesses will capitalize on these promising new technologies and gain key insights that’ll help them gain competitive advantage. And others won’t. Whether you’re a business leader, an IT manager, or an analyst, we want to help you and the people you need to influence with a free copy of “Cloud Analytics for Dummies,” the essential guide to this explosive new space for business intelligence.
Jul. 26, 2016 06:30 PM EDT Reads: 789
"My role is working with customers, helping them go through this digital transformation. I spend a lot of time talking to banks, big industries, manufacturers working through how they are integrating and transforming their IT platforms and moving them forward," explained William Morrish, General Manager Product Sales at Interoute, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Jul. 26, 2016 06:30 PM EDT Reads: 2,113
A critical component of any IoT project is what to do with all the data being generated. This data needs to be captured, processed, structured, and stored in a way to facilitate different kinds of queries. Traditional data warehouse and analytical systems are mature technologies that can be used to handle certain kinds of queries, but they are not always well suited to many problems, particularly when there is a need for real-time insights.
Jul. 26, 2016 05:45 PM EDT Reads: 1,822
Choosing the right cloud for your workloads is a balancing act that can cost your organization time, money and aggravation - unless you get it right the first time. Economics, speed, performance, accessibility, administrative needs and security all play a vital role in dictating your approach to the cloud. Without knowing the right questions to ask, you could wind up paying for capacity you'll never need or underestimating the resources required to run your applications.
Jul. 26, 2016 05:30 PM EDT Reads: 399
Enterprise networks are complex. Moreover, they were designed and deployed to meet a specific set of business requirements at a specific point in time. But, the adoption of cloud services, new business applications and intensifying security policies, among other factors, require IT organizations to continuously deploy configuration changes. Therefore, enterprises are looking for better ways to automate the management of their networks while still leveraging existing capabilities, optimizing perf...
Jul. 26, 2016 05:00 PM EDT Reads: 1,169
"Software-defined storage is a big problem in this industry because so many people have different definitions as they see fit to use it," stated Peter McCallum, VP of Datacenter Solutions at FalconStor Software, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Jul. 26, 2016 05:00 PM EDT Reads: 1,475
IoT generates lots of temporal data. But how do you unlock its value? You need to discover patterns that are repeatable in vast quantities of data, understand their meaning, and implement scalable monitoring across multiple data streams in order to monetize the discoveries and insights. Motif discovery and deep learning platforms are emerging to visualize sensor data, to search for patterns and to build application that can monitor real time streams efficiently. In his session at @ThingsExpo, ...
Jul. 26, 2016 04:30 PM EDT Reads: 1,012
The best-practices for building IoT applications with Go Code that attendees can use to build their own IoT applications. In his session at @ThingsExpo, Indraneel Mitra, Senior Solutions Architect & Technology Evangelist at Cognizant, provided valuable information and resources for both novice and experienced developers on how to get started with IoT and Golang in a day. He also provided information on how to use Intel Arduino Kit, Go Robotics API and AWS IoT stack to build an application tha...
Jul. 26, 2016 04:30 PM EDT Reads: 1,081
You think you know what’s in your data. But do you? Most organizations are now aware of the business intelligence represented by their data. Data science stands to take this to a level you never thought of – literally. The techniques of data science, when used with the capabilities of Big Data technologies, can make connections you had not yet imagined, helping you discover new insights and ask new questions of your data. In his session at @ThingsExpo, Sarbjit Sarkaria, data science team lead ...
Jul. 26, 2016 04:00 PM EDT Reads: 1,028
Extracting business value from Internet of Things (IoT) data doesn’t happen overnight. There are several requirements that must be satisfied, including IoT device enablement, data analysis, real-time detection of complex events and automated orchestration of actions. Unfortunately, too many companies fall short in achieving their business goals by implementing incomplete solutions or not focusing on tangible use cases. In his general session at @ThingsExpo, Dave McCarthy, Director of Products...
Jul. 26, 2016 03:45 PM EDT Reads: 1,716