Mr. Nick Blitterswyk reports

UGE CLOSES OFFERING OF PROJECT DEVELOPMENT GREEN BONDS

UGE International Ltd. has closed its previously announced offering of 9 per cent secured debentures of the company (green bonds), having an aggregate principal amount of $1,619,000 and $78,000 (U.S.) for aggregate gross proceeds of $1,538,050 and $74,100 (U.S.). 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., Echelon Wealth Partners Inc. and PI Financial Corp., pursuant to the terms of an underwriting agreement dated Nov. 10, 2023, between the underwriters and the company.

The green bonds are denominated in both Canadian dollars and U.S. dollars and issued at a price of $950 or $950 (U.S.) per $1,000 or $1,000 (U.S.) principal amount. The green bonds have a term of approximately five years, maturing Dec. 31, 2028, and bear interest at a rate of 9 per cent per annum, payable semi-annually in arrears in Canadian dollars and U.S. 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 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.

In addition and 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 for market stabilization purposes and to cover overallotments, 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 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 underwriter warrants to the underwriters, with each such underwriter warrant entitling the holder thereof to acquire one common share of the company at an exercise price of $1.5302 for a period of 24 months from the date of issuance.

Green bonds

The company characterizes the debentures 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 or 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 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.

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.