OneRoof Energy Group, Inc. Closes Financing

SAN DIEGO, May 11, 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 it has closed its previously announced financing with Black Coral Capital, LLC ("Black Coral"), in which Black Coral, a current investor in OneRoof Energy, subscribed for 38,337,923 common shares of OneRoof Energy ("Common Shares") for aggregate gross proceeds of US$3,000,000. 

Concurrent with the equity offering, the Company also completed a private placement of convertible notes (the "Note Offering").  Specifically, convertible notes in the principal amount of US$13,555,999 (the "Notes") were issued by OneRoof Energy in exchange for the same amount of existing indebtedness owed by OneRoof Energy, and its subsidiaries, to Black Coral.  Each Note is convertible into Common Shares at the option of the holder at the conversion price of CDN$0.095 per Common Share for the first year after the closing of the Note Offering and at a conversion price of CDN$0.10 per Common Share for the remainder of the term of the Note.

The previously announced purchase of 100% of Black Coral's sponsor equity interest in OneRoof Energy's first tax equity fund for convertible notes with an aggregate principal amount of US$2,470,000 is anticipated to close upon receipt of final TSX Venture Exchange approval. The previously announced private placement of convertible notes in the principal amount of US$3,147,123 in exchange for the same amount of existing indebtedness owed by OneRoof Energy, and its subsidiaries, to Spindrift Equities, LLC is also anticipated to close upon receipt of TSX Venture Exchange approval.

"Black Coral Capital has never been more excited about the future of OneRoof Energy than we are today," commented Nikhil Garg, Vice President with Black Coral Capital. "Their model of enabling and super-serving channel partners with flexible, technology-rich solutions is resonating in the marketplace and creating an enormous opportunity in the fast-growing residential solar market.  We look forward to continued partnership with and support of OneRoof Energy as they accelerate their business."

The proceeds from this financing will be used for general working capital purposes, including general and administrative, IT development and investment in solar projects.  All securities issued pursuant to the private placement are subject to a statutory hold period of four months pursuant to Canadian securities laws, as well as any statutory hold periods mandated by relevant U.S. securities laws.

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 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. 

About Black Coral Capital

Black Coral Capital is a private equity firm focused on resource innovations.  We partner with top-tier management teams who are creating the next wave of cost-advantaged, sustainable solutions for the world's ever-growing demand for energy, water, food, and other key resources.  Our investments span venture capital, growth equity, and project finance.  Black Coral was formed in 2008 with offices in Boston and Montreal.  For more information, visit www.blackcoralcapital.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.