Mr. Nick Blitterswyk reports

UGE CLOSES US$5.882 MILLION OVERNIGHT MARKETED OFFERING OF PROJECT DEVELOPMENT GREEN BONDS

UGE International Ltd. has closed its previously announced overnight marketed offering of debentures (the green bonds) having an aggregate principal amount of $5,882,000 (U.S.), for aggregate gross proceeds of $5,749,655 (U.S.) (which includes the exercise in full by the underwriters (as defined herein) of their overallotment option). The offering was conducted by a syndicate of underwriters led by Canaccord Genuity Corp., acting as lead underwriter and sole bookrunner, and iA Private Wealth Inc., pursuant to the terms of an underwriting agreement dated Aug. 21, 2023, among the company and the underwriters.

The green bonds are denominated in United States dollars, and issued at a price of $977.50 (U.S.) per $1,000 (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 March 31, 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 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 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.

At the closing, pursuant to the terms of the underwriting agreement, the company (i) paid to the underwriters a fee equal to 7 per cent of the aggregate principal amount of the green bonds sold under the offering; (ii) issued to the underwriters an aggregate of 150,267 underwriters' warrants, each underwriters' warrant entitling the holder thereof to acquire one common share of the company at an exercise price of $1.3392 for a period of 24 months from its date of issuance; and (iii) reimbursed the underwriters for their reasonable expenses in connection with the offering.

About UGE International Ltd.

UGE develops, owns and operates commercial and community solar projects in the United States and strategic markets abroad. 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.