OneRoof Energy Group, Inc. Closes Financing

SAN DIEGO, March 31, 2016 /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 completed the final tranche of a previously announced financing in the aggregate principal amount of USD$20M, consisting of secured convertible notes issuable to Black Coral Capital LLC ("Black Coral") under the same terms and conditions as the Company's outstanding subordinated convertible notes (the "Convertible Note Offering").

Each note issued under the Convertible Note Offering is convertible into common shares of OneRoof Energy ("Common Shares") at the option of the holder at the conversion price of CDN$0.055 for the first year after the closing and at a conversion price of CDN$0.10 per Common Share for the remainder of the term of the notes issued thereunder. The notes are secured by the assets of the Company that are not otherwise pledged under project financings (the "Available Assets"). The Available Assets are already pledged as security under the Company's senior credit agreements, as well as the agreements governing the Company's subordinated convertible notes. 

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.

In addition, OneRoof Energy announced previous stock option grant events as follows:

On March 12, 2014, the board of directors for OneRoof Energy approved the granting of stock options ("Options") under its 2013 Stock Option Plan to certain of its directors and officers to acquire 3,754,614 common shares ("Common Shares") of the Corporation.  All such Options are exercisable at a price of CDN$2.40 (amended on January 15, 2015 to an exercise price of CDN$.71 and subsequently amended on August 20, 2015 to an exercise price of CDN$0.11) and expire ten years after their grant date.

On January 14, 2015, the board of directors for OneRoof Energy approved the grant of stock options under its 2013 Stock Option Plan to certain of its directors to acquire 174,958 Common Shares of the Corporation. All such Options are exercisable at a price of CDN$0.71 (amended on August 20, 2015 to an exercise price of CDN$0.11) and expire ten years from the original grant date of March 12, 2014.

On August 19, 2015, the board of directors for OneRoof Energy approved the grant of 38,880 stock options at an exercise price of CDN$.011 to new board member Dan Phaure who joined the Company's board of directors effective as of May 20, 2015. All Options granted to Mr. Phaure will expire ten years from their grant date.

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 nine states including Arizona, California, Hawaii, Massachusetts, New Jersey, Maryland, Pennsylvania, 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.