Mr. Nick Blitterswyk reports

UGE ANNOUNCES CLOSING OF US $518,700 PRIVATE PLACEMENT OF GREEN BONDS

UGE International Ltd. has arranged a private placement of 9 per cent secured debentures of the company (green bonds), to U.S. subscribers, for aggregate gross proceeds of $518,700 (U.S.).

The green bonds are denominated in U.S. dollars and issued at a price of $950 (U.S.) per $1,000 (U.S.) principal amount. The green bonds mature on Dec. 31, 2028, and bear interest at a rate of 9 per cent per annum, payable semi-annual in arrears in 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.

Net proceeds from the private placement 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.

As compensation in connection with the private placement, the company paid, in respect of certain subscribers under the private placement, to authorized placements agents on the closing date of the private placement a cash commission equal to $24,073 (U.S.), and 17,963 warrants of the company, represented by one or more certificates, each broker warrant being exercisable for a period of 24 months to acquire one common share of the company at an exercise price of 94 Canadian cents.

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 private placement 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 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 community and commercial solar and battery storage projects. Its distributed energy solutions provide cheaper, cleaner energy to businesses and households throughout the United States. With over 500 megawatts of project experience, it is working daily to make renewable energy accessible and affordable for all.

We seek Safe Harbor.