OneRoof Energy Group, Inc.
TSX VENTURE : ON

July 02, 2014 19:24 ET

OneRoof Energy Group, Inc. (TSXV:ON) (Formerly Carlaw Capital IV Inc.) Announcement Regarding Holdings of Spindrift Equities, LLC

TORONTO, ONTARIO--(Marketwired - July 2, 2014) -

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

On March 11, 2014, Spindrift Equities, LLC ("Spindrift") acquired ownership and control over 452,778 common shares (the "Common Shares"), 1,744,002 Class A restricted voting shares ("Restricted Shares") and 411,124 warrants (each a "Warrant") of OneRoof Energy Group, Inc. ("OneRoof") (TSX VENTURE:ON), formerly Carlaw Capital IV Inc. ("Carlaw"). The warrants were exercisable into Restricted Shares upon payment of an exercise price of $2.40 per Restricted Share until July 1, 2014. Spindrift did not exercise any of its Warrants prior to July 1, 2014 and now the Warrants are 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.

Spindrift currently has ownership and control over 4.18% of the issued and outstanding Common Shares of OneRoof. Immediately following July 1, 2014, assuming the conversion of all Restricted Shares held by Spindrift and no others, Spindrift will have control over 17.46% of the issued and outstanding Common Shares of OneRoof, calculated on a partially diluted basis. Assuming the exercise of the Warrants held by Spindrift and no others, Spindrift will have control over 20.07% 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. The deemed value of the Common Shares, Restricted Shares and Warrants is $2.40 per security.

Spindrift has no current intention to acquire control or direction over additional securities of OneRoof. OneRoof previously 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.

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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