UGE ANNOUNCES MARKETED OFFERING OF UP TO US$5 MILLION OF PROJECT DEVELOPMENT GREEN BONDS

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION TO THE UNITED STATES/

TORONTO, Oct. 10, 2023 /CNW/ - UGE International Ltd. (TSXV: UGE) (OTCQB: UGEIF) (the "Company" or "UGE"), a leader in the commercial and community solar sector, is pleased to announce that it has entered into an engagement agreement with Canaccord Genuity Corp. dated October 5, 2023 and has filed a preliminary short form prospectus, all in connection with a commercially reasonable efforts marketed offering (the "Offering") of debentures (the "Green Bonds") of the Company. The Offering is being conducted through a syndicate of underwriters led by Canaccord Genuity Corp. (collectively, the "Underwriters").

The size of the Offering, which will be for gross proceeds of up to US$4,999,850, will be determined in the context of the market at the time of entering into a definitive underwriting agreement between the Company and the Underwriters (the "Underwriting Agreement"). Pursuant to the Underwriting Agreement, the Company will grant the Underwriters an 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, for market stabilization purposes and to cover over-allotments, if any.

"As our project backlog continues to grow and mature into a portfolio of long-term revenue generating assets, we are excited to be launching our Q4 2023 green bond," said UGE's CEO, Nick Blitterswyk. "This month marks the five-year anniversary of UGE's first green bond. UGE is proud to be a leader in this growing asset class, providing stable returns for our ever-growing community of impact investors."

The Green Bonds will be denominated in Canadian and US dollars and will be issued at a price of CAD$950 per CAD$1,000, or US$950 per US$1,000, principal amount, respectively. The Green Bonds will have a term of approximately five years, maturing December 31, 2028, and will bear interest at a rate of 9% per annum, payable semi-annually in US dollars in arrears commencing June 30, 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.

The net proceeds from the Offering (the "Proceeds") are anticipated to be used 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 Offering is expected to close on or about October 30, 2023, or such other date as agreed to between the Company and the Underwriters, and is subject to certain closing conditions, including receipt of all necessary regulatory approvals and the acceptance of the TSX Venture Exchange (the "Exchange").

The Green Bonds to be issued pursuant to the Offering will be offered by way of a short form prospectus in the Provinces of British Columbia, Alberta and Ontario.

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 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: [email protected] or [phone].

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 terms of the Green Bonds, the anticipated engagement of Computershare as trustee of the Green Bonds, the anticipated use of the Proceeds, and the anticipated 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 on the anticipated terms or at all, the ability of the Company to abide by the anticipated terms of the Green Bonds, 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.

SOURCE UGE International Ltd.

Visit us at www.ugei.com. For more information, contact UGE at: [email protected] or [phone]; Nick Blitterswyk, Chief Executive Officer, 1 [phone], [email protected]