GSE Investments, LLC

March 28, 2014 11:41 ET

GSE Investments, LLC Announces the Acquisition of Securities of Carlaw Capital IV Inc. (now OneRoof Energy Group, Inc.) (TSX VENTURE:ON)

TORONTO, ONTARIO--(Marketwired - March 28, 2014) -

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

GSE Investments, LLC (the "Offeror") announces that on March 11, 2014 it acquired ownership and control of 444,311 common shares ("Common Shares"), 3,061,389 class A restricted voting shares ("Restricted Shares") and 3,501,803 warrants ("Warrants") in the capital of Carlaw Capital IV Inc. ("Carlaw"). On March 11, 2014, Carlaw changed its name to OneRoof Energy Group, Inc. (the "Resulting Issuer").

Each Restricted Share is convertible into one Common Share for no additional consideration at any time following July 1, 2014 and, in certain limited circumstances, prior thereto. Each Warrant is exercisable into one Common Share at an exercise price equal to $2.40 per share until September 11, 2015.

The Offeror owns and controls of 4.10% of the issued and outstanding Common Shares. Assuming the conversion of all Restricted Shares, the Offeror would own and control of 15.43% of the issued and outstanding Common Shares. Assuming the exercise of the Warrants by the Offeror and no others, the Offeror would own and control 27.51% of the issued and outstanding Common Shares.

The deemed value of the Common Shares, Restricted Shares and Warrants is $2.40 per security.

The Offeror acquired the Common Shares, Restricted Shares and Warrants (the "Acquired Securities") pursuant to an Agreement and Plan of Merger between OneRoof Energy, Inc. ("OneRoof"), OneRoof Energy (Canada) ULC, Carlaw and Carlaw Capital IV (Delaware) Inc. dated February 26, 2014 (the "Merger Agreement"). The Merger Agreement implements the reverse take-over of Carlaw under which (inter alia) securities of OneRoof were converted into securities of Carlaw, as further described in the Merger Agreement. The Acquired Securities are being held in escrow pursuant to a TSX Venture Exchange Form 5D Escrow Agreement.

The Acquired Securities are being held for investment purposes. The Offeror may from to time increase or decrease its holdings of Common Shares, Restricted Shares or Warrants or other securities of the Resulting Issuer.

The Offeror relied on the business combination and reorganization exemption from securities legislation under Section 2.11(a) of National Instrument 45-106 Prospectus and Registration Exemptions.

A report respecting this acquisition will be electronically filed with the Ontario Securities Commission and will be available for viewing through the Internet at the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

The Offeror has its head office at 1990 Post Oak Boulevard, Suite 1900, Houston, Texas, 77056.

For further information or to obtain a copy of the report, please contact Karen Fisher.

The TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has neither approved nor disapproved the contents 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. The securities described in this press release have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from such registration requirements.

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