GSE Investments, LLC

August 06, 2014 15:20 ET

OneRoof Energy Group, Inc. (TSX VENTURE:ON) Announcement Regarding Holdings of GSE Investments, LLC

TORONTO, ONTARIO--(Marketwired - Aug. 6, 2014) -

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

On March 11, 2014, GSE Investments, LLC ("GSE") acquired ownership and control over 444,311 common shares (the "Common Shares"), 3,061,389 Class A restricted voting shares ("Restricted Shares") and 3,501,803 warrants (each a "Warrant") of OneRoof Energy Group, Inc. ("OneRoof"). 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.

GSE currently has ownership and control over 4.10% of the issued and outstanding Common Shares of OneRoof. On August 5, 2014, GSE converted 3,061,389 Restricted Shares into 3,061,389 Common Shares of the Issuer (the "Conversion") for no additional consideration. Following the Conversion and assuming the conversion of all Restricted Shares held by GSE and others, GSE will have control over 8.36% of the issued and outstanding Common Shares of OneRoof, calculated on a partially diluted basis. Assuming the exercise of the Warrants held by GSE and no others, GSE will have control over 15.43% of the issued and outstanding Common Shares of OneRoof, calculated on a partially diluted basis.

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. GSE 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.

For further information or to obtain a copy of the report, please contact:

OneRoof Energy Group, Inc.
Karen Fisher
Investor Relations & Compliance
OneRoof Energy Group, Inc.
t: (858) 926-7541
e-mail: kfisher@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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