Mr. Nick Blitterswyk reports

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

UGE International Ltd. has entered into an engagement agreement with Canaccord Genuity Corp., dated Oct. 5, 2023, and has filed a preliminary short-form prospectus, all in connection with a commercially reasonable efforts marketed offering of debentures of the company. The offering is being conducted through a syndicate of underwriters led by Canaccord Genuity Corp.

The size of the offering, which will be for gross proceeds of up to $4,999,850 (U.S.), 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. Pursuant to the underwriting agreement, the company will grant 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, for market stabilization purposes and to cover overallotments, 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 chief executive officer, 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 United States dollars and will be issued at a price of $950 per $1,000, or $950 (U.S.) per $1,000 (U.S.), principal amount, respectively. The green bonds will have a term of approximately five years, maturing Dec. 31, 2028, and will bear interest at a rate of 9 per cent per annum, payable semi-annually in U.S. 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 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.

The net proceeds from the offering are anticipated to be used 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. The offering is expected to close on or about Oct. 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 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.

About UGE International Ltd.

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

We seek Safe Harbor.