OneRoof Energy Group, Inc. Closes Financings

Share

Specifically, the Note has a term of 43 months and is convertible into common shares of OneRoof Energy 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 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, 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. 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.