UGE Closes Offering of Project Development Green Bonds

Toronto, Ontario--(Newsfile Corp. - November 17, 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 it has closed its previously announced offering of 9% secured debentures of the Company (the "Green Bonds") having an aggregate principal amount of CDN$1,619,000 and US$78,000 for aggregate gross proceeds of CDN$1,538,050 and US$74,100. The Offering was conducted by a syndicate of underwriters led by Canaccord Genuity Corp. (the "Lead Underwriter"), acting as lead underwriter and sole bookrunner, and iA Private Wealth Inc., Echelon Wealth Partners Inc., and PI Financial Corp. (collectively, with the Lead Underwriter, the "Underwriters"), pursuant to the terms of an underwriting agreement dated November 10, 2023 between the Underwriters and the Company (the "Underwriting Agreement").

The Green Bonds are denominated in both CDN$ and US$ dollars and issued at a price of CDN$950 or US$950 per CDN$1,000 or US$1,000 principal amount. The Green Bonds have a term of approximately five years, maturing December 31, 2028, and bear interest at a rate of 9% per annum, payable semi-annually in arrears in CDN$ and 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 (the "Pledged Projects") by a pledge 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.

In addition, and 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, for market stabilization purposes and to cover over-allotments, if any.

Net proceeds from the Offering 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.

Pursuant to the Underwriting Agreement and in connection with their services rendered thereunder, the Company issued an aggregate of 37,510 underwriters' warrants (the "Underwriters' Warrants") to the Underwriters, each such Underwriters' Warrant entitling the holder thereof to acquire one Common share of the Company at an exercise price of CDN$1.5302 for a period of 24 months from the date of issuance.

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 Offering 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 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: [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, including, but not limited to, terms regarding the payment of interest on, and the security underlying, the Green Bonds; the anticipated collaterization of the Green Bonds; the terms of the Over-Allotment Option; the anticipated use of the proceeds from the Offering; the expectation that Computershare will act as trustee for the Green Bonds; and the terms of the Underwriters' 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, including, but not limited to, paying interest on, and mainlining the security underlying, the Green Bonds; the ability of the Company to collateralize the Green Bonds; the ability of the Company to abide by the terms of the Over-Allotment Option, if exercised; the ability of the Company to use the proceeds from the Offering in the anticipated manner; the ability of Computershare to act as trustee for the Green Bonds and the ability of the Company to abide by the terms of the Underwriters' 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]

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