OneRoof Energy Group, Inc.

TSX VENTURE : ON


Hanwha Holdings (USA) Inc.



August 25, 2014 12:23 ET

OneRoof Energy Group, Inc. Announcement Regarding Holdings of Hanwha Holdings (USA) Inc.

TORONTO, ONTARIO--(Marketwired - Aug. 25, 2014) -

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

On March 11, 2014, Hanwha Holdings (USA) Inc. ("Hanwha") acquired ownership and control of 1,454,323 common shares ("Common Shares"), 15,965,143 class A restricted voting shares ("Restricted Shares") and 266,675 warrants ("Warrants") in the capital of OneRoof Energy Group, Inc. ("OneRoof")(TSX VENTURE:ON). The warrants were exercisable into Common Shares upon payment of an exercise price of $2.40 per share until September 11, 2015. Each Restricted Share is convertible into one Common Share for no additional consideration at any time following July 1, 2014.

Hanwha currently has ownership and control over 13.42% of the issued and outstanding Common Shares of OneRoof. On August 5, 2014, Hanwha converted 15,965,143 Restricted Shares into 15,965,143 common shares (the "Conversion") of the Issuer for no additional consideration. Following the Conversion and assuming the Conversion of all of the Restricted Shares by Hanwha and others, Hanwha will have control over 41.57% of the issued and outstanding Common Shares of OneRoof. Assuming the exercise of the Warrants by Hanwha and no others, Hanwha will have control over 41.93% of the issued and outstanding Common Shares of OneRoof.

The Common Shares, Restricted Shares and Warrants of OneRoof were acquired pursuant to a share exchange agreement and a merger agreement in connection with a Qualifying Transaction (as such term is defined in the Corporate Finance Manual of the TSX Venture Exchange) and for investment purposes. Hanwha may, depending on the market and other conditions from time to time, acquire or dispose of additional common shares, securities or financial instruments of or related to the Issuer.

About OneRoof Energy Group, Inc.

OneRoof Energy Group, Inc. (formerly Carlaw Capital IV Inc.) owns 100% of OneRoof Energy, Inc., which finances and arranges residential solar energy systems in the United States. These financing offerings typically result in immediate savings on customers' monthly utility bills with no upfront costs. OneRoof Energy, Inc.'s technology platform automates most of the transaction process, from customer acquisition to installation and system monitoring. For more information about OneRoof Energy Group, Inc., please visit: www.oneroofenergy.com.

The TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) 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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