Offsetters Announces $280,000 Convertible Debenture for Naturebank Subsidiary

VANCOUVER, BC--(Marketwired - July 29, 2015) - Offsetters Climate Solutions Inc. ("OCS" or the "Company") (TSX VENTURE: COO) (FRANKFURT: 9EA) is pleased to announce that WBZ GmbH ("WBZ"), a German company, has agreed to enter into a convertible debenture agreement (the "Debenture") with Naturebank Asset Management Inc. ("Naturebank"). 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% owned by Alexander Zang, the Chairman and Director of OCS. WBZ is also an existing shareholder of Offsetters.

Naturebank is a unique online 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 crowdfunding platforms to create new funding channels that will attract and retain customers.

The Debenture calls for WBZ to lend a total of CDN $280,000 to Naturebank. The Debenture bears interest of 5% 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% 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 (the "ROFR") 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; and
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.