Carlaw Capital IV Inc.
TSX VENTURE : CLW.H

Carlaw Capital IV Inc.
OneRoof Energy, Inc.

January 13, 2014 16:02 ET

OneRoof Energy, Inc. Completes $50 million Subscription Receipts Financing

Transaction Expected To Fund From Escrow by Month End

TORONTO, ONTARIO--(Marketwired - Jan. 13, 2014) -

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

OneRoof Energy, Inc. ("OneRoof Energy") and Carlaw Capital IV Inc. (TSX VENTURE:CLW.H) ("Carlaw") are pleased to announce that OneRoof Energy (Canada) ULC ("Finco") has completed a previously announced brokered private placement of 20,833,500 subscription receipts (the "Subscription Receipts") at a price of C$2.40 per Subscription Receipt, for aggregate gross proceeds of C$50,000,400 (the "Private Placement"). The Private Placement was completed pursuant to the terms of an agency agreement dated January 10, 2014 between OneRoof Energy, Finco, Desjardins Capital Markets (the "Lead Agent") and Canaccord Genuity Corp. (collectively, the "Agents") and Carlaw.

The Private Placement was completed as a concurrent financing with the previously announced proposed merger between OneRoof Energy and Carlaw, which transaction (the "Transaction") is intended to constitute Carlaw's "qualifying transaction" under the applicable policies of the TSX Venture Exchange (the "TSX-V"). Completion of the Transaction is subject to a number of conditions, including but not limited to, the parties' execution of a definitive merger agreement, requisite corporate approvals of each party and TSX-V acceptance. Carlaw, on a post-Transaction basis, is hereinafter referred to for convenience as the "Resulting Issuer."

The gross proceeds of the Private Placement, less (i) a portion of the commission payable to the Agents, (ii) an advisory fee in the amount of C$226,000, and (iii) certain expenses of the Agents incurred in connection with the Private Placement, are being held in escrow (the "Escrowed Funds") pending the satisfaction of certain release conditions (the "Release Conditions"). The Release Conditions include, but are not limited to, the receipt of all necessary regulatory approvals (including the conditional approval of the TSX-V for the Transaction) and the satisfaction of certain conditions to the completion of the Transaction.

It is expected the Release Conditions will be satisfied and that the Transaction will be completed prior to January 31, 2014. Upon the satisfaction of the Release Conditions (provided such satisfaction occurs on or prior to April 10, 2014 (the "Release Deadline")), each Subscription Receipt will be automatically converted, without payment of any additional consideration or any further action by the holder thereof, into one special share of Finco (a "Special Share"). Each Special Share will ultimately entitle the holder thereof to acquire one post-consolidation voting common share of the Resulting Issuer (each, a "Resulting Issuer Voting Common Share") or one restricted voting common share (having no votes in respect of the election of directors) of the Resulting Issuer (each, a "Restricted Voting Share" and together with the Resulting Issuer Voting Common Shares, the "Resulting Issuer Shares") concurrently with the closing of the Transaction, pursuant to the securities exchange agreement dated January 10, 2014 (the "Securities Exchange Agreement") between Carlaw, the holder of the outstanding common share of Finco, the holders of the then outstanding Special Shares, the Agents and Finco. If the Release Conditions are not satisfied on or prior to the Release Deadline, the Subscription Receipts will be cancelled and the holders thereof will be entitled to an amount equal to C$2.40 per Subscription Receipt held, being the original purchase price per Subscription Receipt, plus a pro rata share of interest actually earned thereon, less applicable withholding taxes, if any.

Further information concerning OneRoof Energy, Carlaw and the Transaction will be contained in a filing statement, to be prepared in accordance with the policies of the TSX-V, and filed on Carlaw's SEDAR profile at www.sedar.com prior to the completion of the Transaction.

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 Carlaw's current belief or assumptions as to the outcome and timing of such future events.

Actual future results may differ materially. In particular, this press release contains forward-looking information relating to the satisfaction of the Release Conditions and the entering into of the agreements underlying the Transaction. The Release Conditions may not be met if Carlaw is not able to obtain the requisite approvals, including the approval of the TSX-V. The Release Conditions will not be satisfied if these approvals are not obtained or some other condition to satisfying the Release Conditions is not met. Accordingly, there is a risk that the Release Conditions will not be satisfied at all. This press release also contains forward-looking information relating to the intention of the parties to, among other things, enter into and complete 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 Carlaw. The material factors and assumptions include the parties entering into a definitive merger agreement regarding the Transaction; the parties to the merger agreement being able to obtain the necessary directors, shareholders, or contractually-required and regulatory approvals; TSX-V policies not changing; and completion of satisfactory due diligence. Risk factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things: conditions imposed by the TSX-V, the failure to obtain the required directors' and shareholders' approvals in respect of the Transaction and related matters; changes in tax laws, general economic and business conditions; and changes in the regulatory environment. Carlaw 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 Carlaw 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. Because of 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.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and if applicable pursuant to TSX-V requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained.

There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

All information in this press release with respect to Carlaw was supplied by Carlaw for its inclusion herein. All information in this press release with respect to OneRoof and the Private Placement was supplied by OneRoof Energy for its inclusion herein.

The TSX-V has in no way passed upon the merits of the Transaction and has neither approved or disapproved of the contents of this press release.

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy 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 an exemption from such registration requirements.

Contact Information

  • Carlaw Capital IV Inc.
    Amar Bhalla
    CEO, CFO and Corporate Secretary
    (416) 928-5104

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