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Published on 3/18/2015 in the Prospect News PIPE Daily.

OneRoof wraps $2 million of $15 million placement of convertible notes

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

By Devika Patel

Knoxville, Tenn., March 18 – OneRoof Energy Group, Inc. said it has completed a $2 million initial tranche of a $15 million private placement of secured convertible promissory notes with Spindrift Equities, LLC. The deal with Black Coral Capital LLC and other investors was announced on Nov. 24 and priced on Jan. 16.

The 10% notes mostly will be convertible into common stock at $0.71 per share, which the company said at pricing was identical to the closing price of its stock on Jan. 15, C$0.71.

The notes mature in 15 months, but the first-tranche notes are to convert at C$0.135 per share, an 80.99% discount to the Jan. 15 closing price, and will mature on April 15, 2015.

Proceeds will be used to repay about $7.5 million of debt and for general working capital purposes, including general and administrative expenses, 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 prices:$0.71, C$0.135 (for $2 million)
Warrants:No
Investor:Spindrift Equities, LLC (for $2 million), Black Coral Capital LLC
Pricing date:Jan. 16
Settlement date:March 18 (for $2 million)
Stock symbol:TSX Venture: ON
Stock price:C$0.71 at close Jan. 15
Market capitalization:C$3.98 million

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