/NOT FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR FOR DISSEMINATION TO
THE UNITED STATES/
TORONTO, Oct. 25,
2022 /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 a brokered "best
efforts" private placement of green bonds (the "Green Bonds"), for
gross proceeds of up to US$5,000,000
(the "Offering"). The Offering will be led by Canaccord Genuity
Corp., on behalf of a syndicate of agents.
The Green Bonds will be denominated in US dollars and Canadian
dollars and will be issued, at the subscriber's discretion, at a
price of either US$955 per
US$1,000 principal amount, or
C$955 per C$1000 principal amount. The Green Bonds will
have a term of four years, and bear interest at a rate of 9% per
annum, payable semi-annually in US dollars or Canadian dollars, as
applicable, in arrears commencing December
31, 2023. The Green Bonds will be secured against a pool of
the Company's solar and energy storage development projects (the
"Secured Projects") by a pledge to each subscriber of Green Bonds
((a "Subscriber") of the equity interests in the Secured Projects.
UGE will covenant with Subscribers to maintain a minimum coverage
ratio of the value of the Secured Projects equal to 125% of the
aggregate amount of obligations outstanding under the Green
Bonds.
Net proceeds from the Offering (the "Proceeds") will be utilized
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 Green Bonds will be subject to a
four month hold period from their date of issuance. The Company
intends to seek to list the Green Bonds for trading on the TSX
Venture Exchange (the "Exchange") after the four month hold period
expires, on a best efforts basis.
Closing of the Offering is subject to the approval of the
Exchange.
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 securities being offered have not been approved or
disapproved by any regulatory authority nor has any such authority
passed upon the accuracy or adequacy of the short form base shelf
prospectus or the prospectus supplement. 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 engagement
of Computershare as trustee of the Green Bonds, the anticipated use
of the Proceeds, and the 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 at all and on the anticipated terms, 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.
Visit us at www.ugei.com
SOURCE UGE International Ltd.
