Toronto, Ontario–(Newsfile Corp. – July 28, 2022) – UGE International Ltd. (TSXV: UGE) (OTCQB: UGEIF) (the “Company” or “UGE”), a leader in the commercial and community solar sector, is pleased to announce that it has closed the brokered “best efforts” private placement of debenture units of the Company (the “Green Debentures”) previously disclosed in the Company’s July 5, 2022 press release, for aggregate gross proceeds of $2,225,000 (the “Offering”). The Offering was led by Canaccord Genuity Corp, on behalf of a syndicate of agents including PI Financial Corp. and IA Securities (collectively, the “Agents”) in accordance with the terms and conditions of an agency agreement (the “Agency Agreement”) entered into on the Closing Date by the Company and the Agents.
The Green Debentures mature four years from the closing date of the Offering (the “Closing Date”) and bear interest at a rate of 8% per annum, payable semi-annually in arrears calculated on the last calendar day of June and December, commencing December 31, 2022, and are secured against a pool of the Company’s solar development projects. The Green Debentures are issued pursuant to a trust indenture (“Trust Indenture”) entered into on the Closing Date with Computershare Trust Company of Canada, as debenture trustee and collateral agent thereunder. In accordance with the terms of the Trust Indenture, UGE has covenanted to maintain a minimum coverage ratio of the total aggregate value of the secured projects equal to 150% of the aggregate amount of obligations outstanding under the Green Debentures.
Purchasers of the Green Debentures also received, for each Green Debenture purchased, 70 common share purchase warrants of the Company (each, a “Warrant”), with each Warrant entitling the holder thereof to purchase one common share of the Company (each, a “Common Share”) at an exercise price of $1.50 for a period of 18 months from the Closing Date. The Warrants are issued pursuant to a common share purchase warrant indenture entered into on the Closing Date with TSX Trust Company, as warrant agent thereunder.
In consideration for the Agents’ services under the Agency Agreement, the Company paid to the Agents at closing a fee equal to 6% of the gross proceeds received by the Company from the sale of the Green Debentures and 66,750 common share purchase warrants of the Company (each, an “Agents’ Warrant”), with each Agents’ Warrant entitling the holder thereof to purchase one Common Share at an exercise price of $1.50 (subject to adjustment in certain circumstances) for a period of 24 months from the Closing Date. The Company also reimbursed the Agents on the Closing Date for their reasonable expenses in connection with the Offering.
Net proceeds from the Offering will be utilized for the development of solar projects of UGE and its subsidiaries. The Green Debentures, the Warrants and the Agents’ Warrants are subject to a four month hold period from their date of issuance. The Company intends to seek to list the Green Debentures for trading on the TSX Venture Exchange (the “Exchange”) after the four month hold period expires, on a best efforts basis.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction, nor shall there be any offer or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been approved or disapproved by any regulatory authority nor has any such authority passed upon the accuracy or adequacy of the short form base shelf prospectus or the prospectus supplement. The offer and sale of the securities has not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold in the United States or to United States persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.
UGE develops, owns, and operates commercial and community solar projects in the US and strategic markets abroad. Our distributed energy solutions deliver cheaper, cleaner energy to businesses and consumers with no upfront cost. With over 500MW of global experience, we work daily to power a more sustainable world.
Chief Executive Officer
1 (917) 720-5683
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties, certain of which are beyond the control of the Company. Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements are only predictions. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. Forward looking statements include, but are not limited to, the anticipated use of proceeds, and the listing of the Green Debentures on the TSX Venture Exchange. The Company assumes no obligation to update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.