UGE Closes US$5.882 Million Overnight Marketed Offering of Project Development Green Bonds

Toronto, Ontario--(Newsfile Corp. - August 24, 2023) - UGE International Ltd. (TSXV: UGE) (OTCQB: UGEIF) (the "Company" or "UGE"), a leader in the commercial and community solar sector, is pleased to announce it has closed (the "Closing") its previously announced overnight marketed offering of debentures (the "Green Bonds") having an aggregate principal amount of US$5,882,000, for aggregate gross proceeds of US$5,749,655 (which includes the exercise in full by the Underwriters (as defined below) of their over-allotment option) (the "Offering"). The Offering was conducted by a syndicate of underwriters led by Canaccord Genuity Corp. (the "Lead Underwriter"), acting as lead underwriter and sole bookrunner, and iA Private Wealth Inc. (together with the Lead Underwriter, the "Underwriters"), pursuant to the terms of an underwriting agreement dated August 21, 2023 among the Company and the Underwriters.

The Green Bonds are denominated in United States dollars, and issued at a price of US$977.50 per US$1,000 principal amount. The Green Bonds will mature on September 30, 2027 and will bear interest at a rate of 9% 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 (a "Subscriber") 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% 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% 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 (collectively, the "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.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction, nor shall there be any offer or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The offer and sale of the securities has not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold in the United States or to United States persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

ABOUT UGE

UGE develops, owns, and operates commercial and community solar projects in the US and strategic markets abroad. Our distributed energy solutions deliver cheaper, cleaner energy to businesses and consumers with no upfront cost. With over 500MW of global experience, we work daily to power a more sustainable world. Visit us at www.ugei.com.

For more information, contact UGE at: investors@ugei.com or +1 917 720 5685.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Forward-Looking Statements

Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties, certain of which are beyond the control of the Company. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. Forward looking statements include, but are not limited to, the terms of the Green Bonds and the Underwriters' Warrants and the anticipated use of the net proceeds of the Offering.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the ability of the Company abide by the terms of the Green Bonds and the Underwriters' Warrants and the ability of the Company to use the net proceeds of the Offering in the anticipated manner.

Any forward-looking statement made by us in this news release is based only on information currently available to us and speaks only as of the date on which it is made. Except as required by applicable securities laws, we undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Contact Information

Visit us at www.ugei.com. For more information, contact UGE at: investors@ugei.com or +1 917 720 5685.

Nick Blitterswyk
Chief Executive Officer
1 (917) 720-5683
nick.blitterswyk@ugei.com

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