OneRoof Energy Group, Inc.



March 11, 2014 17:01 ET

OneRoof Energy Group, Inc. (Formerly Carlaw Capital IV Inc.) Completes Qualifying Transaction

TORONTO, ONTARIO--(Marketwired - March 11, 2014) -

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

OneRoof Energy Group, Inc. (formerly, Carlaw Capital IV Inc.) (the "Resulting Issuer") (TSX VENTURE:ON) is pleased to announce the completion of the previously announced transaction (the "Transaction") pursuant to which OneRoof Energy, Inc. ("OneRoof") merged with, and into, a wholly owned subsidiary of the Resulting Issuer, and, in connection therewith, the Resulting Issuer concurrently acquired all of the issued and outstanding common shares and special shares of OneRoof Energy (Canada) ULC ("Finco"), a special purpose entity created in order to facilitate the Transaction. The Resulting Issuer and its subsidiaries will carry on the business of OneRoof.

In connection with the closing of the Transaction, the voting common shares of the Resulting Issuer (the "Resulting Issuer Voting Common Shares") will be listed on Tier 2 of the TSX Venture Exchange ("TSXV") under the trading symbol "ON", subject to final acceptance of the Transaction by the TSXV. The Resulting Issuer will issue a further press release advising when final acceptance of the Transaction by the TSXV has been received and the expected date for the Resulting Issuer Voting Common Shares to commence trading on the TSXV.

Prior to the effective time of the Transaction, the Resulting Issuer completed a consolidation of its issued and outstanding common shares on the basis of one post-consolidation common share for every 10 pre-consolidation shares of Carlaw, amended its articles to create Class A restricted voting common shares ("Resulting Issuer Restricted Shares") and changed its name to "OneRoof Energy Group, Inc.".

On January 10, 2014, Finco completed a private placement (the "Offering") of an aggregate of 20,833,500 subscription receipts (each, a "Subscription Receipt") at a price of C$2.40 per Subscription Receipt, for aggregate gross proceeds of C$50,000,400. The Offering was conducted by a syndicate of agents led by Desjardins Capital Markets and including Canaccord Genuity Corp. (together, the "Agents"). The Subscription Receipts converted into special shares of Finco immediately preceding the completion of the Transaction.

At the effective time of the Transaction, (i) the preferred stockholders of OneRoof received approximately 4,293,952 Resulting Issuer Voting Common Shares; (ii) the holders of the special shares of Finco (other than Hanwha Holdings (USA), Inc., Alternegy Holdings, LLC, Black Coral Capital, LLC and GSE Investments, LLC (the "Restricted Share Investors")), together with the holder of the common share of Finco, received approximately 6,303,429 Resulting Issuer Voting Common Shares, (iii) the shareholders of Carlaw hold 242,500 Resulting Issuer Voting Common Shares and (iv) the preferred stockholders of OneRoof and the Restricted Share Investors received approximately 31,069,452 Resulting Issuer Restricted Shares. Each Resulting Issuer Restricted Share is convertible by the holder into one Resulting Issuer Voting Common Share for no additional consideration at any time following July 1, 2014 and, in certain limited circumstances, prior thereto. The Resulting Issuer Restricted Shares do not entitle the holder thereof to vote in elections for the Resulting Issuer's board of directors and will not be listed on the TSXV or any other exchange.

Upon completion of the Transaction, OneRoof paid a finder's fee of C$130,000 to a party that is arm's length to Carlaw and OneRoof.

The Resulting Issuer anticipates that its board of directors will approve certain grants of restricted share units to its officers and directors as described in the Filing Statement.

Effective as of the completion of the Transaction, the existing directors and officers of the Resulting Issuer resigned from their positions. Effective as of the completion of the Transaction, the following individuals are the directors and officers of the Resulting Issuer:

Michael W. Allman - Chairman
David Field - President, Chief Executive Officer and Director
Dan Halvorson - Executive Vice President and Chief Financial Officer
Dale A. Vander Woude - Executive Vice President, Capital Markets, Mergers and Acquisitions and Strategy
Dalton Sprinkle - Senior Vice President, General Counsel and Secretary
Nikhil Garg - Director
Timothy Haig - Director
David C. Kerr - Director
Patrick Shim - Director
James A. Kelly - Director

For biographies of the current directors and management team of the Resulting Issuer, please see the Resulting Issuer's filing statement dated February 26, 2014 relating to the Transaction (the "Filing Statement") filed under the Resulting Issuer's SEDAR profile at www.sedar.com.

Aird & Berlis LLP acted as counsel to Carlaw and Bennett Jones LLP, Dorsey & Whitney LLP and Akin Gump Strauss Hauer & Feld LLP acted as counsel to OneRoof in respect of the Transaction. Norton Rose Fulbright LLP acted as counsel to the Agents in respect of the Offering.

About OneRoof Energy Group, Inc.

As a result of the closing of the Transaction, 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.

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 Resulting Issuer's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. Forward-looking information included in this press release includes statements with respect to the closing of the Transaction. This press release also contains forward-looking information relating to the parties entering into and completing 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 Resulting Issuer. The material factors and assumptions include those risks and assumptions set forth in the Filing Statement, among others. The Resulting Issuer 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 Resulting Issuer 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. Due to 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.

Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.

The TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) has in no way passed upon the merits of the proposed transaction and 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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