OneRoof Energy Group, Inc. Closes Financings

SAN DIEGO, Feb. 8, 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 previously announced private placement of USD$1,000,000 consisting of a secured convertible note (the "Note") issuable to Spindrift Equities LLC ("Spindrift") under the same terms and conditions as the Company's outstanding subordinated convertible notes. Specifically, the Note has a term of 43 months and is convertible into common shares of OneRoof Energy ("Common Shares") at the option of the holder at the conversion price of CDN$0.055 per Common Share 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 Note.

Concurrently, the Company announced that it has issued a second convertible note in the principal amount of USD$2,500,000 as part of a previously announced financing with Black Coral Capital LLC ("Black Coral") of up to USD$20,000,000, which note is secured and convertible on the same terms and conditions as the Note described above.

The Company also completed a previously announced private placement of convertible notes in the principal amounts of USD$9,267,697 and USD$2,057,438 (the "Exchanged Notes"), which were 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, respectively (the "Exchanged Note Offering"). Each note issued under the Exchanged Note Offering is secured and convertible on the same terms and conditions as the Note described above.

The Company also completed a previously announced amendment to the conversion price of certain convertible notes previously issued by the Company to Black Coral and Spindrift in the principal amounts of USD$3,155,551 and USD$16,025,999, respectively, from CDN$0.095 to CDN$0.055. The conversion price of CDN$0.055 will apply for one year, after which time the conversion price of these convertible notes will increase to CDN$0.10.

The proceeds from these financings 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.

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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