OneRoof Energy Group, Inc. Announces Financing Transactions

SAN DIEGO, Jan. 20, 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 intends to complete a financing in the aggregate principal amount of $US20,000,000, funded in tranches, 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").

The Company announced that the initial tranche has been funded through the issuance of a non-convertible note in the principal amount of $US6,000,000 by the Company to Black Coral, which note shall become secured and convertible on the same terms and conditions as the Notes described below, upon the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

Concurrently with the Convertible Note Offering, the Company has agreed to complete a private placement of convertible notes in the principal amounts of $US9,267,697 and $US2,057,438, which will be issued by OneRoof Energy in exchange for the same amount of existing indebtedness owed by OneRoof Energy, and its subsidiaries, to each of Black Coral and Spindrift Equities LLC, respectively (the "Exchanged Note Offering").

Each note issuable under both the Convertible Note Offering and the Exchanged Note Offering (collectively, the "Notes") is convertible into common shares of the Company ("Common Shares") at the option of the holder at a conversion price of CDN$0.055, which was the closing price of the Common Shares on the TSX Venture Exchange on January 19, 2016, for the first year after the issuance of the Note and at a conversion price of CDN$0.10 per Common Share for the remainder of the term of the Note. The Notes will be 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 Company also announced that, in connection with the Convertible Note Offering, it has agreed to amend the conversion price of certain convertible notes previously issued by the Company to Black Coral in the principal amounts of $US13,555,999 and $US2,470,000 from CDN$0.095 to a conversion price of CDN$0.055, which was the closing price of the Common Shares on the TSX Venture Exchange on January 19, 2016.

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.

The completion of the transactions described in this news release remains subject to the receipt of all necessary approvals, including the approval of the TSX Venture Exchange. The transactions described in this news release constitute "related party transactions" within the meaning of Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transaction ("MI 61-101"). For these transactions, the Company is relying on the exemption from the formal valuation requirements of MI 61-101 contained in section 5.5(e) of MI 61-101 and on the exemption from the minority shareholder approval requirements of MI 61-101 contained in Section 5.7(c) of MI 61-101on the basis that consent has been obtained by an arm's length control person.

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)
dhalvorson@oneroofenergy.com

Karen Fisher
Vice President, Investor Relations & Compliance
OneRoof Energy Group, Inc.
858-926-7541 (Direct)
kfisher@oneroofenergy.com

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SOURCE OneRoof Energy, Inc.


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