OneRoof Energy Group, Inc. Announces Financing Transactions

SAN DIEGO, April 20, 2015 /CNW/ -- OneRoof Energy, Inc. ("OneRoof" or the "Company"), a residential solar services provider and wholly owned subsidiary of OneRoof Energy Group, Inc. ("OneRoof Energy") (TSXV: ON) today announced that OneRoof Energy has entered into an agreement with Black Coral Capital, LLC ("Black Coral") pursuant to which Black Coral, a current investor in OneRoof Energy, will subscribe for 46,422,382 common shares of OneRoof Energy ("Common Shares") at a price of CDN$0.08 per common share on a private placement basis for aggregate gross proceeds of US$3,000,000 (the "Equity Offering").

Concurrent with the Equity Offering, the Company is also offering a private placement of convertible notes (the "Note Offering" and, together with the Equity Offering, the "Private Placement"). Pursuant to the Note Offering, convertible notes in the principal amount of US$19,296,979 (the "Notes") will be issued by OneRoof in exchange for (i) an aggregate of US$16,556,979 of the existing indebtedness owed by OneRoof Energy and its subsidiaries to Black Coral and Spindrift Equities, LLC, and (ii) as consideration for OneRoof's US$2,470,000 purchase of 100% of Black Coral's sponsor equity interest in ORE's first tax equity fund. Each Note is convertible into Common Shares at the option of the holder at the conversion price of CDN$0.08 per Common Share, the closing price of the Common Shares on the TSX Venture Exchange ("TSXV") on April 16, 2015. Principal and interest on the Notes will mature and be payable on the 43^rd month anniversary of the closing of the Note Offering (the "Maturity Date") and interest will accrue at a fixed rate of 10 percent per annum from the date of the closing of the Note Offering. The Notes are secured on the Company's assets under an amended and restated security and pledge agreement dated October 21, 2013, as amended, between OneRoof Energy, the Company and OneRoof Energy's existing investors.  

The Private Placement is subject to all applicable regulatory approvals, including the acceptance of the TSXV.

The proceeds from the Private Placement will be used for general working capital purposes, including general and administrative, IT development and investment in solar projects. 

About OneRoof Energy

OneRoof Energy, Inc., a  wholly-owned subsidiary of OneRoof Energy Group, Inc., is a complete solar services provider offering homeowners everything from traditional and lease financing, PPAs, solar system design and installation project management to ongoing system monitoring and maintenance services. Utilizing its technology-rich, solar leasing fulfillment platform, OneRoof is partnering with traditional residential solar originators, energy retailers and home services companies of all sizes to offer residential customers affordable, renewable energy choices. With its unique end-to-end energy solution, the Company has created multiple touch points to offer cost-saving energy products and services that create a seamless experience for the homeowner while fulfilling their unique energy needs. Currently, OneRoof serves residential customers in seven states including Arizona, California, Hawaii, Massachusetts, New Jersey, Connecticut and New York with plans for additional expansion. For more information, visit www.oneroofenergy.com.

Caution Regarding Forward-Looking Information

Certain statements contained in this document, are "forward-looking information" within the meaning of applicable securities laws. Forward-looking information is necessarily based on a certain number of estimates and assumptions, which while considered plausible by the management when they are made, are inherently subject to significant commercial, economic and competitive risks and uncertainties. We advise investors not to rely unduly on forward-looking information. The Company further declines any intention or obligation to publicly update this forward-looking information, whether due to new information, or future or other events, unless required by applicable law.

Neither the TSX Venture Exchange nor its regulation service provider (as these terms are defined in policies of the TSX Venture Exchange) bears responsibility for the adequacy or accuracy of this press release.

Investor Relations Contacts:
Dan Halvorson
Executive Vice President & CFO
OneRoof Energy Group, Inc.
858-926-7660 (Direct)
[email protected]

Karen Fisher
Vice President, Investor Relations & Compliance
OneRoof Energy Group, Inc.
858-926-7541 (Direct)
[email protected]

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SOURCE OneRoof Energy, Inc.