SAN DIEGO, Oct. 28, 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 the Company and OneRoof Energy have agreed to a financing in the total principal amount of $3,000,000. The $3,000,000 consists of secured non-convertible notes (the "Notes") issued to Black Coral Capital, LLC ("Black Coral"), a current investor in OneRoof Energy, in the principal amount of $1,000,000, and Spindrift Equities LLC, also an existing investor in OneRoof Energy, in the principal amount of $2,000.000.
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 agreement with North Sky Alliance Fund and NewWorld Environmental Infrastructure L.P., as well as the Company's subordinated convertible notes. The Notes are subject to substantially the same terms and conditions as the Company's outstanding subordinated convertible notes, with the following differences: (1) the Notes are not convertible into equity; (2) the Notes bear an interest rate of 16% per annum compounded monthly; and (3) any voluntary prepayment of any installment of the Notes require the payment of a penalty equal to one-ninth (1/9) of the principal amount of the installment of the Loan, but no prepayment is required by the Notes or permitted by the senior credit agreement. The Notes are secured on the Available 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. Amounts outstanding at maturity will be repaid in cash generated from operations or through refinancing, depending on the terms available at the end of the term of the Notes.
The financing transaction is subject to all applicable regulatory approvals, including the acceptance of the TSXV.
The proceeds from the Notes 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 eight states including Arizona, California, Hawaii, Massachusetts, New Jersey, Maryland, 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:
Executive Vice President & CFO
OneRoof Energy Group, Inc.
Vice President, Investor Relations & Compliance
OneRoof Energy Group, Inc.
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