/NOT FOR DISTRIBUTION TO UNITED
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THE UNITED STATES/
TORONTO, Oct. 10,
2023 /CNW/ - UGE International Ltd. (TSXV: UGE)
(OTCQB: UGEIF) (the "Company" or "UGE"), a leader in
the commercial and community solar sector, is pleased to announce
that it has entered into an engagement agreement with Canaccord
Genuity Corp. dated October 5, 2023
and has filed a preliminary short form prospectus, all in
connection with a commercially reasonable efforts marketed offering
(the "Offering") of debentures (the "Green Bonds") of
the Company. The Offering is being conducted through a syndicate of
underwriters led by Canaccord Genuity Corp. (collectively, the
"Underwriters").
The size of the Offering, which will be for gross proceeds of up
to US$4,999,850, will be determined
in the context of the market at the time of entering into a
definitive underwriting agreement between the Company and the
Underwriters (the "Underwriting Agreement"). Pursuant to the
Underwriting Agreement, the Company will grant the Underwriters an
over-allotment option exercisable, in whole or in part, in the sole
discretion of the Underwriters, to purchase up to an additional 15%
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 over-allotments, if any.
"As our project backlog continues to grow and mature into a
portfolio of long-term revenue generating assets, we are excited to
be launching our Q4 2023 green bond," said UGE's CEO, Nick Blitterswyk. "This month marks the
five-year anniversary of UGE's first green bond. UGE is proud to be
a leader in this growing asset class, providing stable returns for
our ever-growing community of impact investors."
The Green Bonds will be denominated in Canadian and US dollars
and will be issued at a price of CAD$950 per CAD$1,000, or US$950 per US$1,000, principal amount, respectively. The
Green Bonds will have a term of approximately five years, maturing
December 31, 2028, and will bear
interest at a rate of 9% per annum, payable semi-annually in US
dollars in arrears commencing June 30,
2024. The Green Bonds will be 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 will covenant
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.
The net proceeds from the Offering (the "Proceeds") are
anticipated to be used for the development of solar and energy
storage projects of UGE and its subsidiaries. Computershare Trust
Company of Canada
("Computershare") will act as the trustee for the Green
Bonds. The Offering is expected to close on or about October 30, 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 Green Bonds to be issued pursuant to the Offering will be
offered by way of a short form prospectus in the Provinces of
British Columbia, Alberta and Ontario.
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 anticipated closing of the
Offering and on the anticipated terms, the anticipated terms of the
Green Bonds, the anticipated engagement of Computershare as trustee
of the Green Bonds, the anticipated use of the Proceeds, 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 engage Computershare as trustee of the
Green Bonds, the ability of the Company to use the Proceeds 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.
SOURCE UGE International Ltd.
