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UGE Announces Private Placement of Up To $5 Million of Project Development Green Bonds

Toronto, Ontario — (Newsfile Corp. – October 25, 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 US$5,000,000 (the “Offering”). The Offering will be led by Canaccord Genuity Corp., on behalf of a syndicate of agents.

The Green Bonds will be denominated in US dollars and Canadian dollars and will be issued, at the subscriber’s discretion, at a price of either US$955 per US$1,000 principal amount, or C$955 per C$1000 principal amount. The Green Bonds will have a term of four years, and bear interest at a rate of 9% per annum, payable semi-annually in US dollars or Canadian dollars, as applicable, in arrears commencing December 31, 2023. The Green Bonds will be secured against a pool of the Company’s solar and energy storage development projects (the “Secured Projects”) by a pledge to each subscriber of Green Bonds ((a “Subscriber”) of the equity interests in the Secured Projects. UGE will covenant with Subscribers to maintain a minimum coverage ratio of the value of the Secured Projects equal to 125% of the aggregate amount of obligations outstanding under the Green Bonds. 

Net proceeds from the Offering (the “Proceeds”) 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. The Green Bonds 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.

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, 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 closing of the Offering and on the anticipated terms, the anticipated engagement of Computershare as trustee of the Green Bonds, the anticipated use of the Proceeds, and the receipt of regulatory approvals, including the approval of the Exchange.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the ability of the Company to close the Offering at all and on the anticipated terms, the ability of the Company to engage Computershare as trustee of the Green Bonds, the ability of the Company to use the Proceeds in the anticipated manner and the ability of the Company to obtain the relevant regulatory approvals, including from the Exchange.

Any forward-looking statement made by us in this news release is based only on information currently available to us and speaks only as of the date on which it is made. Except as required by applicable securities laws, we undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

 

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