OneRoof Energy Group, Inc.

March 28, 2014 12:21 ET

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

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


On March 11, 2014, Black Coral Capital, LLC ("Black Coral") acquired ownership and control over 1,196,085 common shares (the "Common Shares"), 7,023,727 Class A restricted voting shares ("Restricted Shares") and 400,012 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.

Black Coral currently has ownership and control over 11.03% of the issued and outstanding Common Shares of OneRoof. Assuming the conversion of all Restricted Shares into Common Shares, Black Coral would have control over 19.61% of the issued Common Shares, and assuming the exercise of the Warrants held by Black Coral and no others, Black Coral would have control over 20.37% 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 security.

Black Coral 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:

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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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