Post-financing, FCG will own an aggregate of 7,360,000 shares which constitute 29.9% of the issued capital of the Company. No finder’s fee was paid in connection with the private placement.

On the closing of the private placement (the “Closing”) the Company will grant FCG:

1. the pre-emptive right to purchase up to 30% (subject to adjustment) of any equity financings that the Company may from time to time undertake (the “Right”); and

2. the right of first refusal (the “Right of First Refusal”) to provide such project financing as may be requested by the Company for forest carbon offset projects (the “ERA Projects”) and to purchase carbon offsets created from the ERA Projects. If the Company and FCG are unable to conclude an agreement with respect to the financing and/or the purchase of the carbon offsets, the Company may offer the terms which were last offered to FCG or other terms not less favourable to the Company to any third party for a period of 60 days. The Right of First Refusal will not apply with respect to ERA Projects developed by the Company exclusively for other clients, or developed in participation with other clients or developers up to the Closing or existing obligations and contracts of the Company with offset resellers and project developers.

Both the Right and the Right of First Refusal will expire at the earlier of five (5) years from the Closing and the date FCG no longer owns at least 20% of the issued and outstanding shares of the Company on a non-diluted basis.

ERA has submitted all documentation regarding the financing to the TSX Venture Exchange and is awaiting approval.

In addition, on the Closing the Company will increase the number of its board members from five (5) to six (6) members and appoint FCG’s nominee, Mr. Holger Mayer as the sixth board member. Mr. Mayer is the director of Finance, Human Resources and Sales for HSE. Its subsidiary, ENTEGA, is one of Germany’s largest suppliers of green power. As a director of FCG, Mr. Mayer is responsible for the financial and legal aspects of project development. Mr. Mayer studied law in Tübingen and Stuttgart, as well as Business Administration at the Berufsakademie Stuttgart.

Robert Falls, CEO of ERA commented, “We cannot overstate the importance of this Private Placement, nor the strength of the relationship it underscores. Built on a foundation of seasoned professionals, ERA has pioneered the forest carbon offset space and developed into a significant international player in the industry, having capacity in the full range of project sourcing, development, implementation. ERA has become a leader in offset sales and brokering to both large companies and smaller organizations that have made a commitment to support climate mitigation and ecosystem restoration and protection. HSE AG is a well established company and its affiliate FCG will not only benefit from this heritage but use its marketing capacity to engage large European corporations in forest carbon offset programming. Having Mr. Mayer join ERA’s board will add a high level of business acumen to ERA’s organization.”

Holger Mayer, director of FCG and CFO of HSE, declared: “The foundation of Forest Carbon Group and the strategic stake it has taken in ERA is another consequent step for HSE to move from being part of the problem of the climate crisis to be part of the solution. Afforestation of natural forests and forest protection are indispensable to solving the climate crisis, maintaining biodiversity and guaranteeing the sustainable existence of humanity. Together, FCG and ERA will be able to offer access to large scale, high quality forest projects that fit the demands of companies in need of compensating emissions that are still unavoidable for either technical or economical reasons.”