Mr. Nick Blitterswyk reports

UGE ANNOUNCES UPDATE TO SIZE OF OFFERING OF PROJECT DEVELOPMENT GREEN BONDS AND FILING OF FINAL SHORT FORM PROSPECTUS

UGE International Ltd. has provided an update to its news release of Oct. 10, 2023, in connection with its offering of 9.0 per cent secured debentures of the company. Other than as disclosed herein, the terms of the offering have not changed from the news release of the company of Oct. 10, 2023. Further, the company has provided an update to its news release of Nov. 3, 2023, in connection with the extension of convertible debentures (as defined below).

The size of the offering has decreased from up to 5,263 9.0 per cent secured debentures of the company, for gross proceeds of up to $4,999,850 (U.S.), to 1,697 9.0 per cent secured debentures of the company (the green bonds), for gross proceeds of $1,538,050 (Canadian) and $74,100 (U.S.). Further, the offering will be underwritten by the underwriters (as defined below), pursuant to the terms and conditions of the underwriting agreement (as defined below). Further, the offering is expected to close on or about Nov. 17, 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 company also announces that it has filed its final short form prospectus dated Nov. 10, 2023, with the securities regulatory authorities in the provinces of Ontario, British Columbia and Alberta, qualifying the green bonds for distribution in those provinces, and has obtained a receipt for the final prospectus from the Ontario Securities Commission.

The company also announces it has entered into an underwriting agreement dated Nov. 10, 2023, with Canaccord Genuity Corp., iA Private Wealth Inc., Echelon Wealth Partners Inc. and PI Financial Corp. in respect of the offering.

The company also wishes to update the total amount of aggregate principal amount of the 6.5 per cent convertible debentures of the company originally due Oct. 31, 2023, that have been extended. Convertible debentures with an aggregate principal amount of $1,632,000 (Canadian) have been extended. The remaining convertible debentures, having an aggregate principal amount of $368,000 (Canadian), were repaid by the company in accordance with their terms.

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, 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 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 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, UGE works daily to power a more sustainable world.

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