UGE Announces Closing of US $518,700 Private Placement of Green Bonds

Toronto, Ontario--(Newsfile Corp. - December 22, 2023) - 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 private placement of 9% secured debentures of the Company ("Green Bonds"), to US subscribers, for aggregate gross proceeds of US $518,700 (the "Private Placement").

The Green Bonds are denominated in US$ and issued at a price of US$950 per US$1,000 principal amount. The Green Bonds mature on December 31, 2028, and bear interest at a rate of 9% per annum, payable semi-annual in arrears in US$ dollars commencing June 30, 2024. The Green Bonds are secured against a pool of the Company's projects that have reached UGE's stage 3.1 or higher, as determined by the Company by a pledge (the "Pledged Projects") to each subscriber of Green Bonds (a "Subscriber") of the equity interests in the Pledged Projects. UGE has covenanted 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 Private Placement 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.

As compensation in connection with the Private Placement, the Company paid, in respect of certain subscribers under the Private Placement, to authorized placements Agents (collectively, the "Brokers") on the closing date of the Private Placement a cash commission equal to US$24,073, and 17,963 warrants of the Company (the "Broker Warrants"), represented by one or more certificates, each Broker Warrant being exercisable for a period of 24 months to acquire one Common share of the Company at an exercise price of CDN$0.94.

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.

Green Bonds

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 solar and energy storage projects and the proceeds from the Private Placement will assist the Company in developing renewable energy projects. These projects operate within the green economy, however the Company makes no representations made that they fit within any specific sustainability framework nor provide any sort of economic benefit specifically due to their "green" nature.

However, the solar and energy projects securing the Green Bonds meet the requirements of the Taxonomy Tables published by the Climate Bonds Initiative, https://www.climatebonds.net/standard/taxonomy, specifically: (i) in the case of onshore photovoltaic generation facilities, they qualify by reason of having no more than 15% of electricity generated from nonrenewable 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.

ABOUT UGE

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, we're working daily to make renewable energy accessible and affordable for all. Visit us at www.ugei.com.

For more information, contact UGE at: [e-mail] 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 terms of the Green Bonds; the anticipated collaterization of the Green Bonds; the anticipated use of proceeds from the Private Placement; the expectation that Computershare will act as trustee for the Green Bonds; and the terms of the Brokers' Warrants.

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 abide by the anticipated terms of the Green Bonds; the ability of the Company to collateralize the Green Bonds; the ability of the Company to use the proceeds from the Private Placement in the anticipated manner; the ability of Computershare to act as trustee for the Green Bonds an the ability of the Company to abide by the terms of the Brokers' Warrants.

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.

Contact Information

Visit us at www.ugei.com. For more information, contact UGE at: [e-mail] or [phone].

Nick Blitterswyk
Chief Executive Officer
1 [phone]
[e-mail]

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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/192203