Toronto, Ontario–(Newsfile Corp. – December 22, 2023) – UGE International Ltd. (TSXV: UGE) (OTCQB: UGEIF) (the “Company” or “UGE”), a leader in the commercial and community solar sector, is pleased to announce a private placement of 9% secured debentures of the Company (“Green Bonds“), to US subscribers, for aggregate gross proceeds of US $518,700 (the “Private Placement“).
The Green Bonds are denominated in US$ and issued at a price of US$950 per US$1,000 principal amount. The Green Bonds mature on December 31, 2028, and bear interest at a rate of 9% per annum, payable semi-annual in arrears in US$ dollars commencing June 30, 2024. The Green Bonds are secured against a pool of the Company’s projects that have reached UGE’s stage 3.1 or higher, as determined by the Company by a pledge (the “Pledged Projects“) to each subscriber of Green Bonds (a “Subscriber“) of the equity interests in the Pledged Projects. UGE has covenanted with Subscribers to maintain a minimum coverage ratio of the value of the Pledged Projects equal to 150% of the aggregate amount of obligations outstanding under the Green Bonds.
Net proceeds from the Private Placement will be utilized for the development of solar and energy storage projects of UGE and its subsidiaries. Computershare Trust Company of Canada (“Computershare“) will act as the trustee for the Green Bonds.
As compensation in connection with the Private Placement, the Company paid, in respect of certain subscribers under the Private Placement, to authorized placements Agents (collectively, the “Brokers“) on the closing date of the Private Placement a cash commission equal to US$24,073, and 17,963 warrants of the Company (the “Broker Warrants“), represented by one or more certificates, each Broker Warrant being exercisable for a period of 24 months to acquire one Common share of the Company at an exercise price of CDN$0.94.
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 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.
Green Bonds
The Company characterizes the Green Bonds as “green bonds.” The Company is in the business of renewable energy, and the Green Bonds will be collateralized by solar and energy storage projects and the proceeds from the Private Placement will assist the Company in developing renewable energy projects. These projects operate within the green economy, however the Company makes no representations made that they fit within any specific sustainability framework nor provide any sort of economic benefit specifically due to their “green” nature.
However, the solar and energy projects securing the Green Bonds meet the requirements of the Taxonomy Tables published by the Climate Bonds Initiative, https://www.climatebonds.net/standard/taxonomy, specifically: (i) in the case of onshore photovoltaic generation facilities, they qualify by reason of having no more than 15% of electricity generated from nonrenewable sources; and (ii) storage reduces greenhouse gas emissions by enabling the connection of renewable energy, reducing the curtailment of renewable energy or can facilitate lower carbon sources of electricity generation.
About UGE
UGE develops, owns, and operates community and commercial solar & battery storage projects. Our distributed energy solutions provide cheaper, cleaner energy to businesses and households throughout the United States. With over 500 megawatts of project experience, we’re working daily to make renewable energy accessible and affordable for all. Visit us at www.ugei.com.
For more information, contact UGE at: investors@ugei.com or +1 (917) 720-5685.
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.
Forward-Looking Statements
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, including project backlog, 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. The forward-looking information involves material assumptions and known and unknown risks and uncertainties, certain of which are beyond the Company’s control. Such assumptions, risks and uncertainties include, without limitation, those associated with loss of markets, expected sales, future revenue recognition, the ability to secure appropriate sites, the effect of global and regional economic conditions, equipment supply and pricing, changes in electricity prices, delays and over runs in construction, delays in or inability to obtain permits, changes in laws and regulations and changes in how they are interpreted and enforced, changes in tax policies and incentive programs, the lack of qualified personnel or management,
fluctuations in foreign exchange or interest rates, demand for the Company’s services, and availability of capital and funding. The forward-looking information is made as of the date of this news release and 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 securities law.
Neither the TSX Venture Exchange nor its Market Regulator (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
