/NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/
TORONTO, Feb. 27, 2014 /CNW/ - Carlaw Capital IV Inc. (NEX:CLW.H) (the "Corporation") is pleased to announce that the TSX Venture Exchange (the "TSX-V") has conditionally accepted the previously proposed merger (the "Transaction") with OneRoof Energy, Inc. ("OneRoof") and approved the filing of the Corporation's filing statement dated February 26, 2014 (the "Filing Statement") relating to the Transaction. The Transaction is intended to constitute the Corporation's "qualifying transaction" under the applicable policies of the TSX-V. Subject to certain conditions, as more particularly described in the Filing Statement, the closing of the Transaction is expected to occur on or about March 11, 2014. Shareholders of the Corporation and OneRoof are encouraged to review the Filing Statement which is filed under the Corporation's SEDAR profile at www.sedar.com.
Information Concerning OneRoof
OneRoof was organized under the laws of the State of Delaware on October 19, 2009. OneRoof finances and arranges residential solar energy systems in the United States. OneRoof's financing offerings typically result in immediate savings on customers' monthly utility bills with no upfront costs. OneRoof's technology platform automates most of the transaction process, from customer acquisition to installation and system monitoring. For more information about OneRoof, please visit: www.oneroofenergy.com.
Information Concerning the Corporation
The Corporation is a "capital pool company" under the policies of the TSX-V. The common shares of the Corporation (the "Carlaw Shares") were listed for trading on the TSX-V on June 27, 2011 upon completion of the Corporation's initial public offering. On October 1, 2013, the Corporation's TSX-V listing was transferred to the NEX. On October 22, 2013, the Corporation entered into a letter of intent with OneRoof with respect to the proposed Transaction. Trading of the Carlaw Shares was halted on October 23, 2013 in connection with the announcement of the proposed Transaction and trading of the Carlaw Shares will remain halted until such time as permission to resume trading has been obtained from the TSX-V.
Further information concerning OneRoof, the Corporation and the Transaction are contained in the Filing Statement which is available for review under the Corporation's SEDAR profile at www.sedar.com.
Certain statements contained in this press release constitute forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Corporation's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. Forward-looking information included in this press release includes statements with respect to the closing of the Transaction. This press release also contains forward-looking information relating to the parties entering into and completing the Transaction. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Corporation. The material factors and assumptions include the parties to the agreements underlying the Transaction being able to obtain the necessary director, shareholder and regulatory approvals and TSX-V policies not changing. Risk factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things: conditions imposed by the TSX-V; changes in tax laws, general economic and business conditions; and changes in the regulatory environment. The Corporation cautions the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this press release is made as of the date hereof and the Corporation is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Due to the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance.
There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
All information in this press release with respect to the Corporation was supplied by Corporation for its inclusion herein. All information in this press release with respect to OneRoof was supplied by OneRoof for its inclusion herein.
The TSX-V has in no way passed upon the merits of the Transaction and has neither approved or disapproved of the contents of this press release.
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this press release.
Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.
SOURCE: Carlaw Capital IV Inc.
For further information:
Carlaw Capital IV Inc.
Chief Executive Officer, Chief Financial Officer and Corporate Secretary
t: (416) 928-5104
OneRoof Energy, Inc.
Investor Relations & Compliance
OneRoof Energy, Inc.
t: (858) 926-7541
e-mail: [email protected]