Placement is part of planned merger with capital pool company Carlaw
By Angela McDaniels
Tacoma, Wash., Jan. 13 - OneRoof Energy, Inc. subsidiary OneRoof Energy (Canada) ULC has completed a brokered private placement of C$50 million of subscription receipts.
The company sold 20,833,500 subscription receipts for C$2.40 each under an agreement reached Jan. 10, according to a company news release.
Desjardins Capital Markets was the lead agent with Canaccord Genuity Corp. as agent.
The private placement was completed as a concurrent financing with the proposed merger between OneRoof Energy and Carlaw Capital IV Inc., which is meant to be Carlaw's "qualifying transaction."
Carlaw stock closed at $0.20 on Jan. 9. The company plans to effect a one-for-10 reverse stock split. On a post-consolidation basis, that closing share price would be $2.00, and the price per subscription receipt would be a 20% premium to that price.
The proceeds are being held in escrow. The company expects the release conditions to be satisfied and the merger to be completed prior to Jan. 31.
Once the release conditions are satisfied, each subscription receipt will be automatically converted into one special share of the post-merger company. Each special share will ultimately entitle the holder to acquire one post-consolidation voting common share or one restricted voting common share (having no votes in respect of the election of directors) concurrently with the closing of the merger.
If the release conditions are not satisfied by April 10, the subscription receipts will be canceled and investors will receive their money back.
San Diego-based OneRoof finances and arranges residential solar energy systems. Cawlaw is a capital pool company based in Toronto.
| Issuer: | OneRoof Energy (Canda) ULC
|
| Issue: | Subscription receipts
|
| Amount: | C$50,000,400
|
| Receipts: | 20,833,500
|
| Price: | C$2.40
|
| Warrants: | No
|
| Agents: | Desjardins Capital Markets (lead) and Canaccord Genuity Corp.
|
| Pricing date: | Jan. 10
|
| Settlement date: | Jan. 13
|
| Stock symbol: | TSX Venture: CLW.H
|
| Stock price: | C$0.20 at close Jan. 9
|
| Market capitalization: | C$485,000
|
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