TORONTO, July 31, 2024 – UGE International Ltd. (TSXV: UGE) (OTCQB: UGEIF) (the “Company” or “UGE”) is pleased to announce that the shareholders of the Company (the “Shareholders”), holders of the Company’s compensation warrants (the “Warrantholders”), and holders of the Company’s convertible debentures (the “Debentureholders”, and collectively with the Shareholders and Warrantholders, the “Securityholders”) have approved the proposed plan of arrangement (the “Arrangement”) involving 1000896425 Ontario Ltd., an affiliate of NOVA Infrastructure Fund II, LP, at the annual general and special meeting of Shareholders and special meeting of Securityholders (the “Meeting”) held earlier today.
The special resolution approving the Arrangement (the “Arrangement Resolution”) was approved at the Meeting by 99.747% of the votes cast by Securityholders present or represented by proxy at the Meeting. To be effective, the Arrangement Resolution required the affirmative vote of at (a) at least two-thirds of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting; (b) at least two-thirds of the votes cast by the Securityholders, voting together as a single class present in person or represented by proxy and entitled to vote at the Meeting (with the Warrantholders and Debentureholders voting on an as-converted basis) and (c) a simple majority of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting, other than the Rolling Shareholders (defined below) and any other person required to be excluded for the purpose of such vote under Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions. The Rolling Shareholders consist of certain management representatives and shareholders of the Company that will receive consideration other than the all-cash consideration payable pursuant to the Arrangement.
Additional details of the voting results will be included in a report of voting results to be filed on SEDAR+ (www.sedarplus.ca) under UGE’s issuer profile.
The Arrangement is expected to become effective on or about August 8, 2024, subject to, among other things, UGE obtaining a final order from the Ontario Superior Court of Justice (Commercial List) in respect of the Arrangement and the satisfaction or waiver of certain other customary closing conditions. It is expected that shortly after completion of the Arrangement, the common shares of the Company will be delisted from the TSX Venture Exchange (the “TSX-V”). Additional details about the Arrangement and the Arrangement Resolution can be found in the management information circular of UGE dated June 28, 2024, a copy of which is available on SEDAR+ (www.sedarplus.ca) under UGE’s issuer profile.
About UGE International Ltd.
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, UGE is working daily to make renewable energy accessible and affordable for all. Visit us at www.ugei.com. For more information, contact UGE:
Nick Blitterswyk – [email protected] or +1 917 720 5685.
About NOVA Infrastructure
Founded in 2018, NOVA Infrastructure (http://www.novainfra.com) is a value-added, middle market infrastructure investment firm focused on North America. NOVA seeks to make investments that pair the downside protection features of the infrastructure asset class with operationally focused, value-added upside strategies. NOVA targets investments in environmental services, transportation, energy / energy transition, and digital sectors.
Ellen DeGiusti- [email protected]
Forward-looking statements and forward-looking information
Certain statements made herein, including statements relating to matters that are not historical facts and statements of the Company’s beliefs, intentions and expectations about developments, results and events which will or may occur in the future, constitute “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information relates to future events or future performance, reflect current expectations or beliefs regarding future events and is typically identified by words such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “likely”, “may”, “plan”, “seek”, “should”, “will” and similar expressions suggesting future outcomes or statements regarding an outlook. Forward-looking information and statements include, but are not limited to, information and statements regarding the timing and ability of UGE to implement the Arrangement (if at all); the timing and ability of UGE to obtain the final order (if at all); the ability of UGE and 1000896425 Ontario Ltd. to satisfy the conditions precedent to the completion of the Arrangement (if at all); and the timing to delist the common shares of UGE (if at all).
Forward-looking information is based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such information. There can be no assurance that such information will prove to be accurate. Such information is based on numerous assumptions, including assumptions regarding the ability to complete the Arrangement on the contemplated terms or at all, that the conditions precedent to closing of the Arrangement can be satisfied, and assumptions regarding present and future business strategies, local and global economic conditions, and the environment in which the Company operates.
Although the Company believes that the forward-looking information in this news release is based on information and assumptions that are current, reasonable and complete, this information is by its nature subject to a number of factors, many of which are beyond the Company’s control, that could cause actual results to differ materially from management’s expectations and plans as set forth in such forward-looking information, including, without limitation, the following factors, many of which are beyond the Company’s control and the effects of which can be difficult to predict: (a) the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all due to a failure to obtain or satisfy, in a timely manner or otherwise, required shareholder and court approvals or satisfy other conditions of closing necessary to complete the Arrangement or for other reasons; (b) the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Arrangement; (c) risks relating to the retention of key personnel during the interim period; (d) the possibility of litigation relating to the Arrangement; (e) risks related to the diversion of management’s attention from the Company’s ongoing business operations; (f) risks relating to the ability of 1000896425 Ontario Ltd. to complete the Arrangement; and (g) other risks inherent to the Company’s business and/or factors beyond its control which could have a material adverse effect on the Company or the ability to consummate the Arrangement. The Company cautions that the foregoing list is not exhaustive of all possible factors that could impact the Company’s results.
Readers are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predicted outcomes will not occur. Events or circumstances could cause the Company’s actual results to differ materially from those estimated or projected and expressed in, or implied by, this forward-looking information.
Investors and others should carefully consider the foregoing factors and other uncertainties and potential events and should not rely on the Company’s forward-looking information to make decisions with respect to the Company. Furthermore, the forward-looking information contained herein are made as of the date of this document and the Company does not undertake any obligation to update or to revise any of the included forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law. All forward-looking information contained herein is expressly qualified by this cautionary statement.
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this news release.
