ESR Esrey Resources Ltd

ERA Carbon Offsets Ltd. (TSX VENTURE:ESR) ("ERA" or the "Company") is pleased to
announce that it has entered into two non-binding letters of intent dated
September 6, 2012 to acquire (the "Acquisition") shares in Offsetters Clean
Technology Inc. ("Offsetters") and Carbon Credit Corporation ("CCC") of
Vancouver BC, Canada.


The Company is also pleased to announce that it is conducting a private
placement financing of Cdn $220,000 and that it is the intention of the Board of
Directors to appoint Dr. James Tansey as the Company's CEO subject to the
completion of the Acquisition and the Financing. Duncan Manson has resigned as
the Company's CEO.


About Offsetters Clean Technology Inc.

Founded in 2005 by Dr. James Tansey of the University of British Columbia's
Sauder School of Business, Offsetters is Canada's leading provider of carbon
management solutions, helping organizations and individuals understand, reduce
and offset their climate impact. Offsetters has been a leader in developing
clean technology projects utilizing carbon finance, having developed over
500,000 tonnes of offsets to date, from landfill gas capture, biomass fuel
switching, energy efficiency, small scale hydro-electric and fuel reduction
programs. In addition to their project work, Offsetters provides greenhouse gas
management strategies and tools for organizations, product lifecycle inventory,
policy advisory services, water footprinting and carbon marketing and sales
services. Offsetters was the first ever Official Supplier of carbon offsets for
the 2010 Winter Olympic and Paralympic Games in Vancouver and remains a leading
offset supplier to numerous large voluntary Corporate Social Responsibility
(CSR) clients in Canada, and a leading supplier to the Pacific Carbon Trust in
British Columbia.


About Carbon Credit Corp.

Carbon Credit Corp. (CCC) focuses on the development of land based carbon offset
projects. CCC has supported the development of millions of tonnes of offsets in
the Alberta Offsets System through changed agricultural practices and has
developed Software As A Service platforms for the greenhouse gas industry.
Drawing on over 50 years of collective experience in software design, the team
has also created a world class platform for carbon offset aggregation and
business process automation related to carbon and sustainability.


Terms of the Acquisition:

The Offsetters/CCC Agreement

The Company has entered into a non-binding Letter of Intent (the "LOI") whereby
it anticipates it will acquire a total of approximately 90% (the "90% Interest")
of the issued and outstanding shares of Offsetters and 100% of the issued and
outstanding shares of CCC.


As consideration for the Acquisition, the Company will issue 2,000,000 share
purchase warrants, exercisable for the maximum permitted period under the
policies of the TSX Venture Exchange at a price of $0.40 per share, to the
sellers.


The Company will also pay a minimum of $3,500,000 (the "Minimum Purchase Price")
and a maximum of $6,000,000 (the "Maximum Purchase Price") (the Minimum Purchase
Price, the Maximum Purchase Price and any amounts in between are referenced
herein as the "Purchase Price"). The Purchase Price will be satisfied no later
than December 31, 2016 and will be comprised of a cash payment of $500,000 made
at the closing of the Acquisition, 15% of total gross cash revenues derived by
the Company, Offsetters and CCC (certain ERA revenues being excluded) and a
supplementary 20% premium paid on all commissions earned through sales generated
from CCC's Great Bear Rain Forest Project, such amounts subject to certain
annual minimum cash payments (collectively, the "Payments").


In the event that the Company engages in any financings, from the closing of the
Acquisition until December 30, 2016, and subject to certain qualifying purposes,
the Company will pay 20% of the gross proceeds of such financing (the "Financing
Proceeds Payment") as an early payment of the Purchase Price.


If at any point before December 30, 2016 the aggregate of the Payments and any
Financing Proceeds Payments total the Maximum Purchase Price, then the Maximum
Purchase Price will be the Purchase Price for the Acquisition and the Company
will have completed all required payments.


On December 30, 2016, if the Minimum Purchase Price has not been satisfied by
the Payments or Financing Proceeds Payments, then the Company will be
immediately required to pay the difference between the Minimum Purchase Price
and the amount already paid to the sellers by the Company in respect of the
Acquisition and the Minimum Purchase Price will be the Purchase Price for the
Acquisition. On December 30, 2016 if an amount in excess of the Minimum Purchase
Price, but not more than the Maximum Purchase Price, has been paid to the
sellers by the Company, then such amount will be the Purchase Price for the
Acquisition.


The LOI, and the performance of the parties' obligations thereunder, is subject
to a number of conditions including Exchange approval, receipt of financial
statements and information for CCC and Offsetters and other conditions.


The LOI is to be replaced by a definitive agreement on or before October 14,
2012 or such other date that the parties mutually agree upon.


The Tansey Agreement:

The Company has entered into a non-binding letter of intent (the "Tansey
Agreement") dated September 6, 2012 whereby, subject to certain conditions, it
anticipates it will acquire a total of approximately 10% (the "Remaining 10%
Interest") of the issued and outstanding shares of Offsetters from Dr. James
Tansey.


As consideration for the acquisition of the Remaining 10% Interest, the Company
will issue to Dr. Tansey a total of 2,000,000 of its common shares (the
"Acquisition Shares"). The Tansey Agreement calls for the Acquisition Shares to
be subject to voluntary resale restrictions (in addition to the four month
Exchange hold period applicable) such that the Acquisition Shares will be free
of resale provisions in the following manner: 25% four months from the date of
closing (the "Closing") of the Acquisition and the Financing, an additional 25%
six months from the date of Closing, an additional 25% twelve months from the
date of Closing and the final 25% eighteen months from the date of Closing.


The Tansey Agreement is subject to a number of conditions including the
appointment of James Tansey to the position of CEO with the Company, closing of
the Acquisition and the Financing. The Tansey Agreement is further conditional
upon Dr. Tansey having the right to subscribe for a minimum of 1,000,000 units
of the Financing described below.


The Tansey Agreement is to be replaced by a definitive agreement on or before
October 14, 2012 or such other date that the parties mutually agree upon.


PRIVATE PLACEMENT FINANCING

The Company is conducting a private placement financing (the "Financing") of
2,000,000 units (the "Units") at $0.11 per unit, each unit comprised of one
common share and one share purchase warrant exercisable for a period of one (1)
year at an exercise price of $0.11 per share. Proceeds of the Financing will be
approximately $220,000.


Proceeds of the Financing will be used for part of the payment owing to the
sellers upon the closing of the Acquisition. No commissions or finder's fees are
payable on the Financing.


RESIGNATION OF DUNCAN MANSON AS CEO

Effective immediately, Duncan J. Manson, interim Chief Executive Officer ("CEO")
of the Company and its subsidiary, ERA Ecosystem Restoration Associates Inc.
("ERA"), has resigned from the position of Interim CEO. Mr. Manson continues to
serve as a member of the Board of Directors, a position he has held since July
28, 2008. The Board of Directors thanks Mr. Manson for his service and
dedication to the business.


It is the intention of the Board of Directors to appoint Dr. James Tansey as CEO
of the Company subject to the completion of the Acquisition and the Financing.


Dr. Robert Falls, founder and Chairman of the Board of ERA, stated, "We are
extremely pleased to have the opportunity to integrate three of Canada's leading
offset project development companies under one roof, beginning an anticipated
consolidation of the voluntary carbon business and creating the largest and most
diverse carbon project development group in Canada. ERA's expertise in forest
based carbon will be augmented with the addition of the team from Carbon Credit
Corp. and matched with Offsetters expertise in clean technology carbon project
consulting and development. Dr. James Tansey and his team at Offsetters and CCC
have established a very capable and successful team that will bring valuable
experience and market knowledge to complement that of ERA's, as we seek
additional opportunities for growth and development in the international carbon
markets."


Dr. James Tansey, founder and CEO of Offsetters, stated, "This acquisition
brings together teams that have played a leading role in the establishment of
carbon markets in North America and internationally. As a single Company we will
be able to deliver on almost every form of carbon management service from
measurement and reductions strategies through to offset origination and
supporting software services. At a time when we expect to see rapid growth in
the demand for greenhouse gas management services and offset origination,
beginning in 2013 with the launch of the cap and trade system under the Western
Climate Initiative, this Company will provide a unique one stop shop for
companies seeking to address their climate impacts. In addition, by bringing
together two companies that have developed some of the largest forest carbon
projects in the world in Canada and in the Democratic Republic of the Congo, we
expect to attract interest from project owners in the fastest growing part of
the global carbon market."


Robert Falls, Ph.D., R.P.Bio., Chairman

ERA Carbon Offsets

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. The
Company's Community Ecosystem Restoration Program ("CERP") began in 2005 in
British Columbia, Canada, and has delivered large scale restoration of riparian
ecosystems throughout the Lower Mainland of British Columbia. ERA's successful
project development activities include the award winning Darkwoods and Denman
Island forest carbon projects, the first REDD concessions in the Democratic
Republic of Congo in central Africa and Improved Forest Management projects in
the United States which are expected to deliver ARB compliant tonnes for the
California market beginning in 2013. Our activities span Canada, Africa, the
United States and New Zealand. ERA's carbon offset projects are validated and
verified to ISO-14064, CCBA, PFSI-VER, CAR and VCS standards and sell into
voluntary and pre-compliance carbon markets. ERA's clients and product users
include Air Canada, Catalyst Paper, Rolling Stone Magazine, HSE - Entega, Forest
Carbon Group AG, and Shell Canada Limited.


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.

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