Mr. Nick Blitterswyk reports

UGE PROVIDES UPDATE ON US$5 MILLION OVERNIGHT MARKETED OFFERING OF PROJECT DEVELOPMENT GREEN BONDS

UGE International Ltd. plans to release its Q3 2023 financial statements after market close on Thursday, Aug. 24, 2023.

UGE's chief executive officer, Nick Blitterswyk, and chief financial officer, Stephanie Bird, will host a live webinar on Friday, Aug. 25, 2023, at 11 a.m. Eastern Time to review the financial statements and recent company updates and answer investor questions following the presentation.

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, it has entered into an underwriting agreement dated as of Aug. 21, 2023, with Canaccord Genuity Corp., acting as lead underwriter and sole bookrunner, and iA Private Wealth Inc., pursuant to which the underwriters have agreed to sell 5,115 green bonds, for aggregate gross proceeds of $4,999,912.50 (U.S.).

Pursuant to the underwriting agreement, the company has granted the underwriters an overallotment option exercisable, in whole or in part, in the sole discretion of the underwriters, to purchase up to an additional 15 per cent 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 overallotment option in full, bringing the aggregate gross proceeds of the offering of green bonds to $5,749,655 (U.S.).

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 herein), which are solar and energy storage projects, and the proceeds from the offering will assist the company in developing renewable energy 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 per cent 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 $977.50 (U.S.) principal amount. The green bonds will mature on Sept. 30, 2027, and will bear interest at a rate of 9 per cent 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 by a pledge to each subscriber of green bonds 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 per cent of the aggregate amount of obligations outstanding under the green bonds.

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 will act as the trustee for the green bonds.

Closing of the offering is subject to the approval of the TSX Venture Exchange.

About UGE International Ltd.

UGE develops, owns, and operates commercial and community solar and battery storage projects. The company's distributed energy solutions deliver cheaper, cleaner energy to businesses and consumers with no upfront cost. With over 500 megawatts of global experience, the company works daily to power a more sustainable world.

We seek Safe Harbor.