Carlaw Capital IV Inc.
TSX VENTURE : CLW.H

Carlaw Capital IV Inc.

January 08, 2014 20:07 ET

Carlaw Capital IV Inc. Provides Update on Proposed Qualifying Transaction

TORONTO, ONTARIO--(Marketwired - Jan. 8, 2014) -

NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Carlaw Capital IV Inc. (TSX VENTURE:CLW.H) (the "Corporation") is pleased to provide further information in respect of its previously announced proposed merger with OneRoof Energy, Inc. ("OneRoof"), which transaction (the "Transaction") is intended to constitute the Corporation's "qualifying transaction" under the applicable policies of the TSX Venture Exchange (the "TSX-V"). The Transaction is described in greater detail below. Completion of the Transaction is subject to a number of conditions, including, but not limited to, TSX-V acceptance. There can be no assurance that the transaction will be completed as proposed or at all. The Corporation, on a post-Transaction basis, is hereinafter referred to for convenience as the "Resulting Issuer."

Information Concerning OneRoof

OneRoof was organized under the laws of the State of Delaware on October 19, 2009. OneRoof finances and arranges residential solar energy systems in the United States. OneRoof's financing offerings typically result in immediate savings on customers' monthly utility bills with no upfront costs. OneRoof's technology platform automates most of the transaction process, from customer acquisition to installation and system monitoring. For more information about OneRoof, please visit: www.oneroofenergy.com.

Information Concerning the Corporation

The Corporation is a "capital pool company" under the policies of the TSX-V. The common shares of the Corporation (the "Carlaw Shares") were listed for trading on the TSX-V on June 27, 2011 upon completion of the Corporation's initial public offering. On October 1, 2013, the Corporation's TSX-V listing was transferred to the NEX. On October 22, 2013, the Corporation entered into a letter of intent with OneRoof with respect to the proposed Transaction. Trading of the Carlaw Shares was halted on October 23, 2013 in connection with the announcement of the proposed Transaction and trading of the Carlaw Shares will remain halted until such time as permission to resume trading has been obtained from the TSX-V.

At a special meeting of the shareholders of the Corporation held on December 18, 2013 (the "Meeting"), the shareholders of the Corporation approved certain matters conditional upon completion of the Transaction which included: (i) the election of the proposed directors of the Resulting Issuer; (ii) the appointment of BDO USA, LLP as the auditor of the Resulting Issuer; (iii) the adoption of articles of amendment, to effect a consolidation of the Carlaw Shares and create a new class of restricted voting shares; (iv) amendments to the rolling stock option plan, which will govern the stock options of the Resulting Issuer; and (v) the creation of a new share awards plan, which will govern the share awards of the Resulting Issuer.

In connection with the Transaction, the Corporation will file articles of amendment immediately prior to the completion of the Transaction. The articles of amendment will: (i) effect a name change of the Corporation to "OneRoof Energy Group, Inc."; (ii) effect a consolidation of the Corporation's issued and outstanding Carlaw Shares on the basis of one post-consolidation Carlaw Share (the "Resulting Issuer Voting Common Shares") for every 10 pre-consolidation Carlaw Shares; and (iii) create a new class of restricted voting common shares (having no votes in respect of the election of directors) ("Restricted Voting Shares" and together with the Resulting Issuer Voting Common Shares, the "Resulting Issuer Shares").

For further details with respect to the matters approved at the Meeting, please see the Corporation's amended and restated management information circular dated November 21, 2013 prepared in connection with the Meeting which is available for review under the Corporation's SEDAR profile at www.sedar.com. At the Meeting, the shareholders of the Corporation approved a consolidation of the Carlaw Shares by a ratio between the range of 5:1 and 30:1.

Information Concerning the Transaction

It is expected that the Corporation, a newly formed wholly-owned subsidiary of the Corporation incorporated under the laws of Delaware ("Carlaw Subco"), OneRoof and OneRoof Energy (Canada) ULC (a special purpose entity created in contemplation of the Transaction) ("Finco"), will enter into a merger agreement in order to implement the Transaction. Finco is arm's length to Carlaw.

It is expected that Carlaw Subco will, pursuant to the applicable provisions of the Delaware General Corporation Law, as amended (the "DGCL"), be merged with and into OneRoof, and the separate corporate existence of OneRoof will thereupon cease in accordance with the provisions of the DCGL. Carlaw Subco will be the surviving corporation in the Transaction, will continue to exist as the surviving corporation under the name "OneRoof Energy, Inc." pursuant to the provisions of the DGCL and will continue to exist as the same legal entity as existed before the Transaction. Upon completion of the Transaction, OneRoof will be a wholly-owned subsidiary of the Resulting Issuer and it will carry on the business currently conducted by OneRoof.

It is currently anticipated that upon completion of the Transaction (assuming no exercise of the Agents' Option (as defined below)) there will be approximately 11,073,333 Resulting Issuer Voting Common Shares and approximately 30,836,000 Restricted Voting Shares issued and outstanding. Former shareholders of the Corporation will hold 242,500 of the outstanding Resulting Issuer Voting Common Shares; together with the holder of the Finco common share, purchasers of the Subscription Receipts (as defined below), other than Hanwha Holdings (USA) Inc., Black Coral Capital, LLC and GSE Investments, LLC, will hold 6,443,500 of the outstanding Resulting Issuer Voting Common Shares and, based on current estimates, it is anticipated that former shareholders of OneRoof will hold approximately 4,387,333 of the outstanding Resulting Issuer Voting Common Shares. Former shareholders of OneRoof will hold all of the outstanding Restricted Voting Shares.

If the Agents' Option is exercised in full, it is currently anticipated that upon completion of the Transaction, there will be approximately 16,281,708 Resulting Issuer Voting Common Shares and approximately 28,752,650 Restricted Voting Shares issued and outstanding. Former shareholders of the Corporation will hold 242,500 of the outstanding Resulting Issuer Voting Common Shares; together with the holder of the Finco common share, purchasers of the Subscription Receipts, other than Hanwha Holdings (USA) Inc., Black Coral Capital, LLC and GSE Investments, LLC, will hold 9,526,525 of the outstanding Resulting Issuer Voting Common Shares and, based on current estimates, it is anticipated that former shareholders of OneRoof will hold approximately 6,470,683 of the outstanding Resulting Issuer Voting Common Shares. Former shareholders of OneRoof will hold all of the outstanding Restricted Voting Shares.

Financing

It is expected that Finco will complete a brokered private placement of 20,833,500 subscription receipts (the "Subscription Receipts"), at a price of C$2.40 per Subscription Receipt, for aggregate gross proceeds of C$50,000,400 (the "Private Placement"). The closing of the Private Placement is currently expected to occur on or about January 9, 2014. Desjardins Capital Markets ("Desjardins") will act as sole bookrunner and lead agent (the "Lead Agent") on behalf of itself and a syndicate of agents comprised of Canaccord Genuity Corp. (collectively, the "Agents"). The Private Placement will be completed pursuant to the terms of an agency agreement between OneRoof, Finco, the Agents and the Corporation. Finco has granted the Agents an option (the "Agents' Option") to arrange for the purchase of up to an additional 3,125,025 Subscription Receipts at the offer price and on the same terms as the Private Placement.

The gross proceeds of the Private Placement, less a portion of the commission payable to the Agents and certain expenses of the Agents incurred in connection with the Private Placement, will be held in escrow (the "Escrowed Funds") pending the satisfaction of certain release conditions (the "Release Conditions"). The Release Conditions include, but are not limited to, the receipt of all necessary regulatory approvals (including the conditional approval of the
TSX-V for the Transaction) and the satisfaction of certain conditions to the completion of the Transaction.

If the Release Conditions are satisfied on or prior to the date that is 90 days after the closing of the Private Placement (the "Release Deadline"), each Subscription Receipt will be automatically converted, without payment of any additional consideration or any further action by the holder thereof, into one special share of Finco (a "Special Share"). Each Special Share will ultimately entitle the holder thereof to acquire one Resulting Issuer Voting Common Share or Restricted Voting Share, concurrently with the closing of the Transaction, pursuant to the Securities Exchange Agreement (as defined below). If the Release Conditions are not satisfied on or prior to the Release Deadline, the Subscription Receipts will be cancelled and the holders thereof will be entitled to an amount equal to C$2.40 per Subscription Receipt held, being the original purchase price per Subscription Receipt, plus a pro rata share of interest actually earned thereon, less applicable withholding taxes, if any.

For its services in connection with the Private Placement, the Agents will be entitled to receive a cash commission equal in the aggregate to 3.69% of the gross proceeds realized by Finco in respect of the sale of the Subscription Receipts to insiders of OneRoof plus 6.0% of the balance of the gross proceeds realized by Finco in respect of the sale of the Subscription Receipts, 50% of which will be paid to Desjardins on behalf of the Agents at the closing of the Private Placement and the balance of which will be paid upon the release of the Escrowed Funds. As additional compensation, the Agents will receive, upon closing of the Private Placement, that number of compensation options of Finco (the "Compensation Options") as is equal to 3.75% of the number of Subscription Receipts sold to non-insiders of OneRoof under the Private Placement, including those Subscription Receipts issued in respect of the Agents' Option. Each Compensation Option is exercisable to acquire one Special Share at a price of C$2.40 any time on or prior to the date that is twelve months following the release of the Escrowed Funds and will ultimately be exchanged for one Carlaw Compensation Option (as defined below), concurrently with the closing of the Transaction pursuant to the Securities Exchange Agreement.

The Resulting Issuer intends to use its available funds to enhance the Resulting Issuer's position in the market and enhance revenue potential by (i) expanding product offerings; (ii) increasing resources to expand into new domestic and international markets; (iii) developing and executing its eCommerce strategy; (iv) continuing to develop its proprietary SunOpps technology platform; and (iv) exploring and executing the acquisition of complementary products and businesses as warranted by specific business opportunities and market circumstances.

Finco Securities Exchange Transaction

Concurrently with the closing of the Transaction, the Corporation will acquire all of the issued and outstanding securities of Finco pursuant to the terms of a securities exchange agreement to be entered into upon closing of the Private Placement (the "Securities Exchange Agreement") between the Corporation, the holder of the outstanding common share of Finco, the holders of the then outstanding Special Shares, the Agents and Finco. Pursuant to the Securities Exchange Agreement, the securityholders of Finco will become securityholders of the Corporation by way of an exchange of securities. Specifically: (i) each outstanding common share of Finco and each outstanding Special Share will be transferred by the holder thereof to the Corporation in exchange for one Resulting Issuer Voting Common Share or Restricted Voting Share, as applicable; and (ii) each Compensation Option will be transferred by the holder thereof to the Corporation in exchange for one compensation option exercisable to acquire one Resulting Issuer Voting Common Share (on a post-consolidation basis) at a price of C$2.40 any time on or prior to the date that is twelve months following the release of the Escrowed Funds (a "Carlaw Compensation Option"), in each case, upon the terms and conditions contained in the Securities Exchange Agreement.

Information about certain of the Vendors

The current shareholders of OneRoof Energy who own more than 10% of the outstanding shares of preferred stock of OneRoof Energy are Hanwha Holdings (USA) Inc. and Black Coral Capital, LLC.

Hanwha Holdings (USA) Inc., incorporated under the laws of Delaware, is an indirect subsidiary of Hanwha Corporation. Founded in 1952, Hanwha Corporation is a large business conglomerate headquartered in Seoul, South Korea. Hanwha Corporation has 53 domestic affiliates and 78 overseas offices and branches. Hanwha Corporation primarily operates in three industries: 1) manufacturing; 2) finance and investment and 3) service and hospitality and is listed on the Korean Stock Exchange.

Black Coral Capital, LLC, incorporated under the laws of Delaware, is a clean technology focused private equity investment firm focused on companies in the clean technology and renewable energy sector. It was formed in 2008 and is based out of Boston, Massachusetts. The sole member of Black Coral Capital, LLC is an entity controlled by a private family trust based in the United States.

Management and Board of Directors of the Resulting Issuer

The following is a brief description and jurisdiction of residence of each of the proposed members of management and directors for the Resulting Issuer.

Mr. Michael W. Allman, proposed Chair (Independent) of the board of the Resulting Issuer, 53 years old, is the former President and Chief Executive Officer of Southern California Gas Company, the largest natural gas distribution company in the United States and a subsidiary of Sempra Energy, a Fortune 500 energy company based in San Diego, California. From 2006 to 2010, Mr. Allman was the President and Chief Executive Officer of Sempra Generation, a leading provider of solar power in the Southwestern United States. From 1998 to 2006, Mr. Allman served in various executive roles for Sempra Energy, including Vice President of Corporate Planning and Development, President of Sempra Ventures, Vice President of Audit Services and Chief Internal Auditor, and Chief Financial Officer for Sempra Global. Prior to joining Sempra Energy, Mr. Allman spent 11 years as a consultant for LEK Consulting and The Alcar Group, with postings in Chicago, Johannesburg, London and Los Angeles. He holds a Master of Business Administration from the University of Chicago Booth School of Business with a specialization in finance and a Bachelor's degree in chemical engineering from Michigan State University. He currently serves on the Board of Alion Energy and is an Advisor to Stem, Inc. Mr. Allman is a Certified Management Accountant and earned the designation Certified Internal Auditor.

Nikhil Garg, proposed Director of the Resulting Issuer, 35 years old, is a Vice President of Black Coral Capital, LLC a clean technology focused private equity investment firm. He also currently serves on the Board of Clean Energy Collective and previously with Next Step Living. Previously, Mr. Garg was a member of Climate Change Capital's carbon finance investment team. Prior to Climate Change Capital, Mr. Garg consulted for a leading carbon fund focused on opportunities in Russia and the CIS. In addition, Mr. Garg has worked in corporate venture capital and business development for Comcast Corporation and AOL Inc., where he invested in and developed early stage technology-based businesses. Mr. Garg began his career as a management consultant with Bain & Co., where he advised industrial and technology clients. Mr. Garg holds a Master of Business Administration from the MIT Sloan School of Management where he was recognized with the McKinsey Award and a Bachelor of Science in industrial engineering from Stanford University.

Timothy Haig, proposed Independent Director of the Resulting Issuer, 51 years old, is Chief Executive Officer of MARA Renewables Corporation and Co-Founder and Executive Chair of FORGE Hydrocarbons Corp. Mr. Haig is a Founder and was Chief Executive Officer and President of BIOX Corporation, a renewable energy company, from 2000 to 2011 and a Director from 2000 to 2012. Prior to founding BIOX Corporation, Mr. Haig held several senior management positions in Canada and the United Kingdom and also served in the Canadian Forces (Army) for 10 years as an officer. Mr. Haig holds a Master of Business Administration from City University London and a Bachelor of Engineering in industrial engineering from the Royal Military College of Canada and earned the designation Professional Engineer.

David C. Kerr, proposed Independent Director of the Resulting Issuer, 55 years old, is the Chief Executive Officer of Thorium Power Canada Inc. and currently is a Director of each of Magellan Fuel Solutions Inc., Algonquin Power Management Inc., Renewable Energy Developers Inc. and Crius Energy Trust. Mr. Kerr is a founder and was an executive of Algonquin Power Income Fund in his capacity as head of safety and environmental compliance from 1996 to 2010. Mr. Kerr holds a B.Sc. Honours from the University of Western Ontario.

Patrick Shim, proposed Director of the Resulting Issuer, 36 years old, has been with Hanwha Group, one of the largest business enterprises in South Korea and one of the top 10 photovoltaic manufacturers in the world, since 2008 being responsible for corporate strategic planning and new business development. He is currently focusing on the North America solar residential market for Hanwha. He also currently serves as a Director on the Board of OneRoof. Previously, Mr. Shim worked for Kookmin Bank, the largest commercial bank in Korea. Mr. Shim holds a Master of Business Administration from the Anderson School of Management, University of California, Los Angeles and a Bachelor of Arts in civil engineering from Yonsei University.

James A. Kelly, proposed Independent Director of the Resulting Issuer, 56 years old, Mr. Kelly retired in 2011 as Senior Vice President of Transmission & Distribution for Southern California Edison (a subsidiary of Edison International and one of America's largest utilities). Since 1973, Mr. Kelly has served in a variety of engineering, financial, environmental and regulatory positions at California Edison. Mr. Kelly is currently advising or directing a number of firms in the energy industry. Mr. Kelly holds a Bachelor's degree from California State University, Long Beach, and a Master's degree from California State Polytechnic University in mathematical economics.

David Field, proposed Director, President and Chief Executive Officer of the Resulting Issuer, 52 years old, is the President, Chief Executive Officer and co-founder of OneRoof. Before joining OneRoof, Mr. Field was the President and CEO of Applied Solar, LLC from 2008 to 2009. During this time, the company transitioned from a manufacturer of BIPV products to a developer and licensor of BIPV product IP. While at Applied Solar, he partnered with some of the largest corporate names in both solar and building products. Mr. Field also founded and was CEO of Clarus Energy Partners, a leading developer, owner and operator of distributed generation projects, which was acquired by Hunt Power. Prior to Clarus, he founded Kiewit Fuels, part of Kiewit Diversified and Peter Kiewit Construction. In addition to a career in sustainable energy development, Mr. Field has an extensive background in water technology and infrastructure development with companies such as Bechtel, Peter Kiewit, and Poseidon Water, as well as a substantial period with Citicorp/Citibank, where he held various positions in corporate finance. Mr. Field holds a Master of Business Administration from the Thunderbird School of International Management. Mr. Field will be an employee of the Resulting Issuer and will hold the position of Director, President and Chief Executive Officer with the Resulting Issuer and will work full time for the Resulting Issuer.

Dan Halvorson, proposed Executive Vice President and Chief Financial Officer of the Resulting Issuer, 48 years old, is the Executive Vice President and Chief Financial Officer of OneRoof, where he is responsible for finance, accounting and investor relations, as well as maintaining business relationships with institutional investors and the investment banking community worldwide. Prior to joining OneRoof, Mr. Halvorson served as Executive Vice President, Operations and Chief Financial Officer for DivX, Inc., a multimedia digital technology company, with responsibility for risk management, global strategic planning and modeling, forecasting and cash flow analysis, SEC reporting and key oversight of DivX's disclosure committee. Mr. Halvorson also served as the principal interface with investment banks, auditors and the Audit Committee for the DivX Board of Directors. Prior to DivX, Mr. Halvorson was with Novatel Wireless from 2000 to 2007, most recently as its Chief Financial Officer. Mr. Halvorson is a certified public accountant (inactive) and holds a Bachelor of Science degree in business administration and accounting from San Diego State University. Mr. Halvorson will be an employee of the Resulting Issuer and will hold the position of Executive Vice President and Chief Financial Officer with the Resulting Issuer and will work full time for the Resulting Issuer.

Dale A. Vander Woude, proposed Executive Vice President of the Resulting Issuer, 46 years old, is the Executive Vice President-Capital Markets, Mergers and Acquisitions, and Strategy of OneRoof. Reporting to the CEO, Mr. Vander Woude is responsible for raising capital for OneRoof. Prior to joining OneRoof, Mr. Vander Woude was a director within capital markets origination for Citigroup Global Markets, a U.S.- based brokerage and securities arm of banking company Citigroup, where he directed a wide range of investments. Mr. Vander Woude also served as the senior transactor for multiple renewable energy investments, including a residential solar fund and wind farm development company. Mr. Vander Woude graduated from Central College with a Bachelor's degree in economics and business management and also received a Master of Business Administration and International Certificate from Loyola Marymount University. Mr. Vander Woude will be an employee of the Resulting Issuer and will hold the position of Executive Vice President with the Resulting Issuer and will work full time for the Resulting Issuer.

Dalton W. Sprinkle, proposed Senior Vice President, General Counsel and Secretary of the Resulting Issuer, 40 years old, is the Vice President, Corporate Development, General Counsel and Secretary of OneRoof where he oversees OneRoof's legal function. In his corporate development role, Mr. Sprinkle provides organizational, strategic and financing advice to OneRoof. Prior to joining OneRoof, Mr. Sprinkle served as Executive Vice President and Chief Legal Officer for Carbon Motors Corporation where he oversaw all legal operations and took part in the development of the world's first purpose-built law enforcement patrol vehicle. Prior to this time, Mr. Sprinkle served as Senior Vice President of Business Development and General Counsel at Applied Solar, Inc. where he negotiated several complex financing structures and transactions and co-developed a project financing structure for residential solar installations. Mr. Sprinkle holds a Bachelor of Arts degree in political science from the University of Southern California and a Juris Doctorate from Georgetown University Law Center. Mr. Sprinkle will be an employee of the Resulting Issuer and will hold the position of Senior Vice President and General Counsel with the Resulting Issuer and will work full time for the Resulting Issuer.

Interests of Insiders

Upon completion of the Transaction and the exercise of the Subscription Receipts issued pursuant to the Private Placement, no Person will beneficially own, directly or indirectly, or exercise control or direction over more than 10% of the Resulting Issuer Shares except as held by Hanwha Holdings (USA) Inc., Black Coral Capital, LLC and GSE Investments, LLC.

It is expected that GSE Investments, LLC, a LLC incorporated under the laws of Delaware, will be an insider of the Resulting Issuer. GSE Investments, LLC is an indirect subsidiary of GDF SUEZ S.A. GDF SUEZ S.A. develops its businesses (power, natural gas, energy services) around a model based on responsible growth to take up today's major energy and environmental challenges: meeting energy needs, ensuring the security of supply, fighting against climate change and maximizing the use of resources. GDF SUEZ S.A. provides highly efficient and innovative solutions to individuals, cities and businesses by relying on diversified gas-supply sources, flexible and low-emission power generation as well as unique expertise in four key sectors: independent power production, liquefied natural gas, renewable energy and energy efficiency services. GDF SUEZ S.A. employs 138,200 people worldwide and achieved revenues of EUR82 billion in 2012. GDF SUEZ S.A. is listed on the Paris, Brussels and Luxembourg stock exchanges and is represented in the main international indices: CAC 40, BEL 20, DJ Euro Stoxx 50, Euronext 100, FTSE Eurotop 100, MSCI Europe and Euronext Vigeo (World 120, Eurozone 120, Europe 120 and France 20).

Sponsorship

The Corporation has applied for an exemption from the sponsorship requirement of the TSX-V in connection with the Transaction. There is no assurance that an exemption from this requirement will be obtained and the Corporation may be required to obtain a Sponsor (as such term is defined within the policies of the TSX-V) if the requested exemption is not granted.

Arm's Length Transaction

The Transaction will not constitute a Non-Arm's Length Qualifying Transaction under the applicable policies of the TSX-V. The approval of the shareholders of the Corporation is not required for the Transaction.

Further information concerning OneRoof, the Corporation and the Transaction will be contained in a filing statement, to be prepared in accordance with the policies of the
TSX-V, and filed on the Corporation's SEDAR profile at www.sedar.com prior to the completion of the Transaction.

Cautionary Statements

Certain statements contained in this press release constitute forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Corporation's current belief or assumptions as to the outcome and timing of such future events.

Actual future results may differ materially. In particular, this press release contains forward-looking information relating to the satisfaction of the Release Conditions and the entering into of the agreements underlying the Transaction. The Release Conditions may not be met if the Corporation is not able to obtain the requisite approvals, including the approval of the TSX-V. The Release Conditions will not be satisfied if these approvals are not obtained or some other condition to satisfying the Release Conditions is not met. Accordingly, there is a risk that the Release Conditions will not be satisfied at all. This press release also contains forward-looking information relating to the intention of the parties to, among other things, enter into and complete the Transaction. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Corporation. The material factors and assumptions include the parties to the agreements underlying the Transaction being able to obtain the necessary director, shareholder and regulatory approvals; TSX-V policies not changing; and completion of satisfactory due diligence. Risk factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things: conditions imposed by the TSX-V, the failure to obtain the required directors' and shareholders' approvals in respect of the Transaction and related matters; changes in tax laws, general economic and business conditions; and changes in the regulatory environment. The Corporation cautions the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this press release is made as of the date hereof and the Corporation is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and if applicable pursuant to TSX-V requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained.

There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

All information in this press release with respect to the Corporation was supplied by Corporation for its inclusion herein. All information in this press release with respect to OneRoof, the Private Placement and the proposed management and directors of the Resulting Issuer was supplied by OneRoof for its inclusion herein.

The TSX-V has in no way passed upon the merits of the Transaction and has neither approved or disapproved of the contents of this press release.

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this press release.

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.

Contact Information

  • Carlaw Capital IV Inc.
    Amar Bhalla
    Chief Executive Officer, Chief Financial Officer and
    Corporate Secretary
    (416) 928-5104