OneRoof Energy Group, Inc. Updates Previously Announced Financing

SAN DIEGO, April 22, 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 subscription price for common shares of OneRoof Energy ("Common Shares") for a previously announced equity offering (the "Equity Offering") with Black Coral Capital, LLC ("Black Coral") has increased from CDN$0.08 to CDN$0.095, which was the closing price of the Common Shares on the TSX Venture Exchange ("TSXV") on April 20, 2015, the date of the announcement of the Equity Offering. Pursuant to the Equity Offering, Black Coral will subscribe for Common Shares for aggregate gross proceeds of US$3,000,000.

In addition, the conversion price of convertible notes (the "Notes") to be issued pursuant to a previously announced private placement of convertible notes (the "Note Offering") has also increased from CDN$0.08 to CDN$0.095. Pursuant to the Note Offering, convertible notes in the principal amount of US$16,556,979 will be issued by OneRoof in exchange for the same aggregate amount of existing indebtedness owed by OneRoof Energy and its subsidiaries to Black Coral and Spindrift Equities, LLC. Each Note is convertible into Common Shares at the option of the holder at a conversion price of CDN$0.095 for the first year after the closing of the Note Offering and at a conversion price of CDN$0.10 for the remainder of the term of the Note.

Notes in a principal amount of US$2,470,000, with substantially the same terms as the Notes issued in the Note Offering, will also be issued as consideration for OneRoof's purchase (the "Asset Purchase" and together with the Note Offering and the Equity Offering, the "Financing") of 100% of Black Coral's sponsor equity interest in OneRoof Energy's first tax equity fund ("Fund I"). Fund I was originally established in 2011 by OneRoof, an affiliate of Black Coral and an affiliate of US Bank, NA.  US Bank provided the tax equity financing for Fund I and OneRoof and the Black Coral affiliate provided the sponsor equity for Fund I.  The sponsor equity position in Fund I constitutes the residual equity interest in the pool of 472 residential solar projects owned by Fund I.  Currently, OneRoof holds a 0.1% interest in the Fund I sponsor equity vehicle and the Black Coral affiliate holds a 99.9% interest in such vehicle. Fund I owns 472 solar projects with an approximate net book value of US$10.8 million as of March, 31, 2015, valued in accordance with International Financial Reporting Standards ("IFRS"). Because Black Coral is an "insider" of OneRoof Energy as defined under applicable securities laws as the result of its current ownership of 19.6% of the issued and outstanding Common Shares, the Asset Purchase is a "related party transaction".

The Financing is subject to all applicable regulatory approvals, including the acceptance of the TSXV.

The proceeds from the Financing 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 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

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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