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UGE Announces Private Placement of up to $3 Million of Project Development Green Bonds

Toronto, Ontario–(Newsfile Corp. – July 5, 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 a brokered “best efforts” private placement of green bonds (the “Green Bonds”), for gross proceeds of up to $3,000,000 (the “Offering”). The Offering will be led by Canaccord Genuity Corp, on behalf of a syndicate of agents.

The Green Bonds will have a term of four years and bear interest at a rate of 8% per annum, payable semi-annually and will be secured against a pool of the Company’s solar and battery storage development projects. UGE will covenant with subscribers to maintain a minimum coverage ratio of the value of the secured projects equal to 150% of the aggregate amount of obligations outstanding under the Green Bonds.

Purchasers of the Green Bonds will also receive, for each Green Bond purchased, 70 common share purchase warrants of the Company, with each such warrant entitling the holder thereof to purchase one common share of the Company at an exercise price of $1.50 for a period of 18 months.

Net proceeds from the Offering will be utilized for the development of solar projects of UGE and its subsidiaries. Computershare will act as the trustee for the bond. The Green Bonds and the Warrants will be subject to a four month hold period from their date of issuance. The Company intends to seek to list the Green Bonds for trading on the TSX Venture Exchange (the “Exchange”), after the four month hold period expires, on a best efforts basis.

Closing of the Offering is subject to the approval of the Exchange. 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.

About UGE

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. Visit us at www.ugei.com.

For more information, contact UGE at:
+1 917 720 5685
investors@ugei.com

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, 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 receipt of final regulatory approvals, including the approval of 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.

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