OneRoof Energy Group, Inc. (TSX VENTURE:ON) (formerly Carlaw Capital IV Inc.) Announcement Regarding Holdings of Hanwha Holdings (USA) Inc.


TORONTO, ONTARIO--(Marketwired - March 28, 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 over 1,454,323 common shares (the "Common Shares"), 15,965,143 Class A restricted voting shares ("Restricted Shares") and 266,675 warrants (each a "Warrant") of OneRoof Energy Group, Inc. ("OneRoof") (TSX VENTURE:ON). Each Warrant is exercisable into one Restricted Share upon payment of an exercise price of $2.40 per Restricted Share until July 1, 2014 and thereafter exercisable for Common shares until September 11, 2015. 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.

Hanwha currently has ownership and control over 13.42% of the issued and outstanding Common Shares of OneRoof. Assuming the conversion of all Restricted Shares into Common Shares, Hanwha would have control over 41.56% of the issued Common Shares, and assuming the exercise of the Warrants held by Hanwha and no others, Hanwha would 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. The deemed value of the Common Shares, Restricted Shares and Warrants is $2.40 per Share.

Hanwha has no current intention to acquire control or direction over additional securities of OneRoof. OneRoof has relied on the securities legislation exemption under section 2.11 (Business combination and reorganization) of National Instrument 45-106 - Prospectus and Registration Exemptions.

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 Karen Fisher.

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 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.

Contact Information:

OneRoof Energy Group, Inc.
Karen Fisher
Investor Relations & Compliance
(858) 926-7541
kfisher@oneroofenergy.com