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Sunday, 03/30/2014 12:33:32 PM

Sunday, March 30, 2014 12:33:32 PM

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OneRoof Energy Gets $31.5 Million in Financing for Rooftop Solar
March 26 (Bloomberg) — OneRoof Energy Group Inc., a rooftop solar developer backed by Morgan Stanley and Hanwha Group, received $31.5 million in its latest fundraising round. Five investors participated in the the equity financing, according to a filing today with the U.S. Securities and Exchange Commission. Michele Joyce, a spokeswoman for the San Diego-based company, didn’t immediately return a phone message seeking comment. To contact the reporter on this story: Justin Doom in New York at jdoom1@bloomberg.net To contact the editors responsible for this story: Reed Landberg at landberg@bloomberg.net Will Wade, Carlos Caminada

http://about.bnef.com/bnef-news/oneroof-energy-gets-31-5-million-in-financing-for-rooftop-solar/

https://twitter.com/search?q=HanwhaSolar&src=typd

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OneRoof Energy Group, Inc. (TSX VENTURE:ON) (formerly Carlaw Capital IV Inc.) Announcement Regarding Holdings of Hanwha Holdings (USA) Inc.

TORONTO, ONTARIO--(Marketwired - March 28, 2014) -

NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

On March 11, 2014, Hanwha Holdings (USA) Inc. ("Hanwha") acquired ownership and control over 1,454,323 common shares (the "Common Shares"), 15,965,143 Class A restricted voting shares ("Restricted Shares") and 266,675 warrants (each a "Warrant") of OneRoof Energy Group, Inc. ("OneRoof") (TSX VENTURE:ON). Each Warrant is exercisable into one Restricted Share upon payment of an exercise price of $2.40 per Restricted Share until July 1, 2014 and thereafter exercisable for Common shares until September 11, 2015. Each Restricted Share is convertible into one Common Share for no additional consideration at any time following July 1, 2014 and, in certain limited circumstances, prior thereto.

Hanwha currently has ownership and control over 13.42% of the issued and outstanding Common Shares of OneRoof. Assuming the conversion of all Restricted Shares into Common Shares, Hanwha would have control over 41.56% of the issued Common Shares, and assuming the exercise of the Warrants held by Hanwha and no others, Hanwha would have control over 41.93% of the issued and outstanding Common Shares of OneRoof.

The Common Shares, Restricted Shares and Warrants of OneRoof were acquired pursuant to a share exchange agreement and a merger agreement in connection with a Qualifying Transaction (as such term is defined in the Corporate Finance Manual of the TSX Venture Exchange) and for investment purposes. The deemed value of the Common Shares, Restricted Shares and Warrants is $2.40 per Share.

Hanwha has no current intention to acquire control or direction over additional securities of OneRoof. OneRoof has relied on the securities legislation exemption under section 2.11 (Business combination and reorganization) of National Instrument 45-106 - Prospectus and Registration Exemptions.

http://web.tmxmoney.com/article.php?newsid=66726884&qm_symbol=ON

http://web.tmxmoney.com/quote.php?qm_symbol=ON

http://www.oneroofenergy.com/