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Published on 1/16/2015 in the Prospect News Green Finance Daily and Prospect News PIPE Daily.

OneRoof amends its $15 million private placement of convertible notes

Proceeds from deal to be used to repay $7.5 million of company’s debt

By Devika Patel

Knoxville, Tenn., Jan. 16 – OneRoof Energy Group, Inc. said it has set the final terms for a $15 million private placement of secured convertible promissory notes. The deal with Black Coral Capital LLC and other investors was announced on Nov. 24 and now has an exact conversion price and the investors will include Spindrift Equities, LLC.

The 10% notes will be convertible into common stock at $0.71 per share, which is identical to the closing price on Jan. 15. The company had said in a press release on Nov. 24 that the conversion price would be “a 20% discount to the market price.”

The notes will now mature in 15 months, increased from a term of one year.

Proceeds will be used to repay about $7.5 million of debt and for general working capital purposes, including general and administrative, IT development and investment in solar projects.

The solar services provider is based in San Diego.

Issuer:OneRoof Energy Group, Inc.
Issue:Secured convertible promissory notes
Amount:$15 million
Maturity:15 months
Coupon:10%
Conversion price:$0.71
Warrants:No
Investor:Black Coral Capital LLC and Spindrift Equities, LLC
Announcement date:Nov. 24
Pricing date:Jan. 16
Stock symbol:TSX Venture: ON
Stock price:C$0.71 at close Jan. 15
Market capitalization:C$109,120

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