UGE Announces Update to Size of Offering of Project Development Green Bonds and Filing of Final Short Form Prospectus

Toronto, Ontario--(Newsfile Corp. - November 10, 2023) - UGE International Ltd. (TSXV: UGE) (OTCQB: UGEIF) (the "Company" or "UGE"), a leader in the commercial and community solar sector, is pleased to provide an update to its news release of October 10, 2023 in connection with its offering (the "Offering") of 9.0% 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 October 10, 2023. Further, the Company is pleased to provide an update to its news release of November 3, 2023 in connection with the extension of Convertible Debentures (as defined below).

The Company announces that the size of the Offering has decreased from up to 5,263 9.0% secured debentures of the Company, for gross proceeds of up to US$4,999,850, to 1,697 9.0% secured debentures of the Company (the "Green Bonds"), for gross proceeds of CDN$1,538,050 and US$74,100. 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 November 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 "Exchange").

The Company also announces that it has filed its final short form prospectus dated November 10, 2023 (the "Final Prospectus") 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 (the "Underwriting Agreement") dated November 10, 2023 with Canaccord Genuity Corp., iA Private Wealth Inc., Echelon Wealth Partners Inc. and PI Financial Corp. (collectively, the "Underwriters") in respect of the Offering.

The Company also wishes to update the total amount of aggregate principal amount of the 6.5% convertible debentures of the Company originally due October 31, 2023 (the "Convertible Debentures") that have been extended. Convertible Debentures with an aggregate principal amount of CDN$1,632,000 have been extended. The remaining Convertible Debentures, having an aggregate principal amount of CDN$368,000, were repaid by the Company in accordance with their terms.

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.

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, https://www.climatebonds.net/standard/taxonomy, specifically: (i) in the case of onshore photovoltaic generation facilities, they qualify by reason of having no more than 15% 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

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 anticipated closing of the Offering and on the anticipated terms, the anticipated terms of the Green Bonds, the anticipated collaterization of the Green Bonds, the anticipated use of the proceeds from the Offering and the anticipated receipt of regulatory approvals, including the approval of the Exchange.

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 to close the Offering on the anticipated terms or at all, the ability of the Company to abide by the anticipated terms of the Green Bonds, the ability of the Company to collateralize the Green Bonds, the ability of the Company to use the proceeds from the Offering in the anticipated manner and the ability of the Company to obtain the relevant regulatory approvals, including from the Exchange.

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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