NOTICE OF REDEMPTION LETTER TO ALL HOLDERS OF CLASS A WARRANTS INCLUDED IN REGISTRATION STATEMENT NO. 333-181420 TO EXERCISE WARRANTS FOR SHARES OF COMMON STOCK OF BLUE EARTH, INC. October 7, 2013

The Company

Blue Earth, Inc., a Nevada corporation. Our principal executive offices are located at 2298 Horizon Ridge Parkway, Suite 205, Henderson, Nevada 89052.

The Warrants

As of October 7, 2013, the Company had 8,832,126 registered A warrants outstanding.  These warrants were issued by the Company: to all holders of record of our Common Stock on December 31, 2010 (5,927,616 warrants); in our Series A Preferred Stock Offering (1,489,250 warrants); and in our Series B Preferred Stock Offering (1,415,260 warrants). The warrants are each exercisable for one share of Common Stock at an exercise price of $3.00.  By their terms, the non-redeemed warrants were scheduled to expire on December 31, 2013, although they are being redeemed on November 7, 2013.

Market Price of the Shares                              

Our Shares are listed on the OTC QB. As of October 4, 2013, the last reported sale prices for the Shares was $3.34 per share.

Redemption

All registered, non-exercised A warrants as of 1:00 P.M. Pacific time on November 7, 2013 shall be deemed called and shall be transferred to Standby Purchasers pursuant to Section 16 of the warrants.  The Company is calling for Redemption all non-exercised warrants as of the end of business on the Redemption Date from each warrant holder who does not exercise their registered A warrants, such persons will receive $.001 per warrant and lose all rights to those non-exercised warrants.

Fractional Shares

No fractional Shares will be issued. No cash will be paid in lieu of fractional shares.

Redemption Date

1:00 p.m. Pacific Time, on November 7, 2013. All warrants and related paperwork and funds must be received by the Company by this time, as instructed herein, unless the Redemption is earlier rescinded at the Board of Directors’ sole discretion.

Standby Purchasers

The Company is arranging to have Standby Purchasers who shall have until 8:00 P.M. Pacific Time on November 7, 2013 to exercise warrants at $3.00 per share,  and submit a Standby Purchaser agreement by such time with payment the next business day, although there is no assurance the Company will obtain any Standby Purchasers.  The Company’s Board of Directors reserves the right to pay: (i) a commitment fee to all Standby Purchasers, and (ii) a fee to FINRA registered broker-dealers who introduce Standby Purchasers to the Company, subject to approval by FINRA and the Company, and there being an effective registration statement which provides for any compensation.  Any warrant holder who exercises his (her) A Warrant and desires to be a Standby Purchaser shall sign and return the “Election to be a Standby Purchaser” form attached hereto as Schedule B and priority will be given based upon the date and time such form is received by the Company.

Conditions of the Redemption

The conditions of the Redemption are:

(A)

no action or event shall have occurred, no action shall have been taken, and no statute, rule, regulation, judgment, order, stay, decree or injunction shall have been promulgated, enacted, entered or enforced applicable to the Redemption or the exercise of warrants for Shares under the Redemption by or before any court or governmental regulatory or administrative agency, authority or tribunal of competent jurisdiction, including, without limitation, taxing authorities, that challenges the making of the Redemption or the exercise of warrants for Shares under the Redemption or would reasonably be expected to, directly or indirectly, prohibit, prevent, restrict or delay consummation of, or would reasonably be expected to otherwise adversely affect in any material manner, the Redemption or the exercise of warrants for Shares under the Redemption; and

(B)

there shall not have occurred:

●

any general suspension of or limitation on trading in securities on the OTC QB, whether or not mandatory,

●

a declaration of a banking moratorium or any suspension of payments in respect of banks by federal or state  authorities in the United States, whether or not mandatory,

●

a commencement of a war, armed hostilities, a terrorist act or other national or international calamity directly or indirectly relating to the United States, or

●

in the case of any of the foregoing existing at the time of the commencement of the Redemption, a material acceleration or worsening thereof.

Use of Proceeds

The use of proceeds, if all warrants are exercised, shall be as follows, subject to amendment or change by management and the directors as may in the best interests of the Company:

a)

CHP project equity: $11,000,000

b)

Solar projects:          $  5,000,000

c)

Debt reduction:        $  2,000,000

d)

Professional fees:    $   2,000,000

e)

Working capital:      $  6,496,378

Board of Directors’

Recommendations

Our Board of Directors has approved the Redemption. However, none of the Company, its directors, officers or employees makes any recommendation as to whether to exercise warrants. You must make your own decision as to whether to exercise some or all of your warrants.

Exemption/Registration     

The Redemption is made pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).

If you exercise warrants pursuant to the Redemption, you will receive registered Shares, under the Registration Statement.

Procedure For

Exercising warrants

To exercise warrants validly pursuant to the Redemption, a properly completed and duly executed Subscription Form attached as Schedule A to the warrant certificate or photocopy thereof, together with required payment of the warrant exercise price, must be received by the Company at its address set forth at the end of this Notice prior to the Redemption Date (November 7, 2013 at 1:00 P.M. Pacific Time).  The method of delivery of all required documents is at the option and risk of the exercising warrant holders. If delivery is by mail, the Company recommends registered mail with return receipt requested (properly insured). In all cases, sufficient time should be allowed to assure timely delivery.

In the Subscription Form attached as Schedule A to the warrant certificate, the exercising warrant holder must: (i) set forth his, her or its name and address; and (ii) set forth the number of warrants exercised.

If the warrants are registered in the name of a person other than the signer of the Subscription Form, the warrants must be endorsed or accompanied by appropriate instruments of assignment, in either case signed exactly as the name(s) of the registered owner(s) appear on the warrants, with the signature(s) on the warrants or instruments of assignment guaranteed.

Unless the warrants being exercised are delivered to the Company by 1:00 P.M. Pacific Time, on the Redemption Date (November 7, 2013) accompanied by a properly completed and duly executed Subscription Form and payment of the warrant exercise price, the Company may, at its option, treat such exercise as invalid. Issuance of Shares upon exercise of warrants will be made only against the valid exercise of warrants.

Termination

We may rescind the Redemption if any of the conditions of the Redemption are not satisfied prior to the Redemption Date or at our sole discretion.  In the event that we terminate the Redemption, all non-exercised warrants will expire in accordance with their terms on December 31, 2013.

Establishment of

Redemption Notice

An aggregate of 5,927,616 warrants were issued to all registered holders of our Common Stock on December 31, 2010, for no additional consideration in the form of a dividend.  The remaining 2,904,510 warrants issued in connection with our Series A and Series B Preferred Stock offerings were issued without consideration separate from the purchase price of the Preferred Stock.  

Our Board of Directors believes it to be generally in the best interests of us and our warrant holders to make the Redemption. Therefore, by action of the Board of Directors taken on October 4, 2013, the Board of Directors adopted a resolution authorizing the Redemption.

Information Regarding The Company    

The Company incorporates (i) the Company’s financial statements that were filed with its Annual Report on Form 10-K Amendment No. 2 for the years ended December 31, 2011 and 2012, filed with the Securities and Exchange Commission on September 12, 2013, (ii) the Company’s financial results for the quarter ended June 30, 2013 that were included in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2013, and (iii) the Company’s Registration Statement on Form S-1 (No. 333-181420) declared effective on May 9, 2013. The information on slides attached as Schedule C to the document is being filed in a Form 8-K concurrent with this Notice.

The Company is subject to the information requirements of the Exchange Act and in accordance therewith files and furnishes reports and other information with the SEC. All reports and other documents the Company has filed or furnished with the SEC, or will file or furnish with the Securities and Exchange Commission in the future, can be examined without charge at the Public Reference Room of the SEC at 100 F Street N.E., Washington, DC 20549, on official business days during the hours of 10:00 am to 3:00 pm, and copies of the material can be obtained from the SEC at prescribed rates. The materials are also available on the SEC’s website at www.sec.gov.