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UGE Provides Update on US$5 Million Overnight Marketed Offering of Project Development Green Bonds

You are currently viewing UGE Provides Update on US$5 Million Overnight Marketed Offering of Project Development Green Bonds

Dates for Q3 2023 Financial Results and Webinar

Toronto, Ontario–(Newsfile Corp. – August 21, 2023) – UGE International Ltd. (TSXV: UGE) (OTCQB: UGEIF) (the “Company” or “UGE”), a leader in commercial and community solar, announces that it plans to release its Q3 2023 financial statements (the “Financial Statements“) after market close on Thursday, August 24, 2023.

UGE’s CEO Nick Blitterswyk and CFO Stephanie Bird will host a live webinar (the “Webinar“) on Friday, August 25, 2023 at 11:00 a.m. (Eastern time) to review the Financial Statements and recent Company updates and answer investor questions following the presentation. Investors can register here to access the Webinar.

Update on Offering of Project Development Green Bonds

UGE is pleased to announce that, in connection with its previously announced overnight marketed offering of debentures (the “Green Bonds“), it has entered into an underwriting agreement dated as of August 21, 2023 with Canaccord Genuity Corp. (the “Lead Underwriter“), acting as lead underwriter and sole bookrunner, and iA Private Wealth Inc. (together with the Lead Underwriter, the “Underwriters“), pursuant to which the Underwriters have agreed to sell 5,115 Green Bonds, for aggregate gross proceeds of US$4,999,912.50.

Pursuant to the Underwriting Agreement, the Company has granted the Underwriters an over-allotment option (the “Over-Allotment Option“) exercisable, in whole or in part, in the sole discretion of the Underwriters, to purchase up to an additional 15% of the number of Green Bonds sold pursuant to the Offering for up to 30 days following the closing of the offering of Green Bonds. The Underwriters have exercised their over-allotment option in full, bringing the aggregate gross proceeds of the offering of Green Bonds to US$5,749,655 (the “Offering“).

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 the Pledged Projects (as defined below), which are solar and energy storage projects, and the proceeds from the Offering will assist the Company in developing renewable energy projects (the “Projects“). The Projects will operate within the green economy; however, the Company makes no representations that the Projects will fit within any specific sustainability framework or provide any sort of economic benefit specifically due to their “green” nature. However, the Pledged Projects meet the requirements of the Taxonomy Tables published by the Climate Bonds Initiative, specifically: (i) in the case of onshore photovoltaic generation facilities, they qualify by reason of having no more than 15% of electricity generated from non-renewable 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.

The Green Bonds will be denominated in United States dollars and will be issued at a price of US$977.50 principal amount. The Green Bonds will mature on September 30, 2027 and will bear interest at a rate of 9% per annum, payable semi-annually in United States dollars, in arrears, commencing on March 31, 2024. The Green Bonds will be secured against a pool of the Company’s projects that have reached UGE’s stage 3.1 or higher, as determined by the Company (the “Pledged Projects“) by a pledge to each subscriber of Green Bonds (a “Subscriber“) of the equity interests in the Pledged Projects. UGE will covenant 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 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.

Closing of the Offering is subject to the approval of the TSX Venture Exchange (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 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 and battery storage projects. 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:

Nick Blitterswyk – 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, 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.

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