UGE International Ltd. Announces Closing of Plan of Arrangement

Rhea-AI Summary

UGE International (TSXV: UGE) (OTCQB: UGEIF) has announced the closing of its previously announced plan of arrangement. As of August 15, 2024, 1000896425 Ontario , an affiliate of NOVA Infrastructure Fund II, LP, acquired all outstanding common shares of UGE for C$2.00 per share, except for certain management and shareholder-held shares. The arrangement, approved by shareholders on July 31, 2024, and the Superior Court of Justice on August 6, 2024, will result in UGE's delisting from the TSX-V and OTC Markets. UGE will also apply to cease being a reporting issuer. Shareholders, warrantholders, and debentureholders must submit the appropriate documentation to receive their consideration.

Positive

• Acquisition of UGE International by NOVA Infrastructure Fund II affiliate at C$2.00 per share
• Successful approval of the arrangement by shareholders and the Superior Court of Justice

Negative

• Delisting from TSX-V and OTC Markets, reducing liquidity for remaining shareholders
• Termination of public reporting obligations, potentially reducing transparency

Toronto, Ontario--(Newsfile Corp. - August 16, 2024) - UGE International Ltd. (TSXV: UGE) (OTCQB: UGEIF) (the "Company" or "UGE") is pleased to announce the closing of the previously announced plan of arrangement (the "Arrangement") pursuant to which 1000896425 Ontario Ltd. (the "Purchaser"), an affiliate of NOVA Infrastructure Fund II, LP, acquired, with an effective date of August 15, 2024 (the "Effective Date") all of the issued and outstanding common shares of the Corporation (the "Common Shares") for C$2.00 per Common Share (the "Consideration"), other than Common Shares held by certain management representatives and shareholders of the Corporation (the "Rolling Shares") which Rolling Shares were rolled over into the private entity that will carry on the business of the Company. The Arrangement was approved by the Company's shareholders (the "Shareholders"), holders of the Company's compensation warrants (the "Warrantholders") and holders of the Company's convertible debentures (the "Debentureholders", and collectively with the Shareholders and Warrantholders, the "Securityholders") on July 31, 2024 and by the Superior Court of Justice (Commercial List) on August 6, 2024.

With the Arrangement now complete, the Common Shares will be halted from trading on the TSX Venture Exchange (the "TSX-V") and UGE intends to cause the Common Shares to be delisted from the TSX-V and OTC Markets as soon as reasonably practicable. In connection therewith, UGE intends to submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations.

As at the Effective Date: (i) each Shareholder is entitled to receive the Consideration per Common Share; (ii) each Warrantholder is entitled to receive the balance of the Consideration and the exercise price of their respective compensation warrant; and (iii) each Debentureholder is entitled to receive the Consideration per Common Share they hold after giving effect to the conversion of their convertible debentures (inclusive of principal and interest accrued thereon). To receive their respective Consideration, registered Shareholders, Warrantholders and Debentureholders must surrender the certificates representing their UGE securities together with a duly completed and corresponding executed Letter of Transmittal to TSX Trust. The Letter of Transmittal was mailed to UGE Securityholders with UGE's management information circular dated June 28, 2024. The Letters of Transmittal, applicable to each Securityholder, is for use by registered Securityholders only and is not to be used by beneficial holders of Common Shares ("Beneficial Shareholders"). A Beneficial Shareholder does not hold Common Shares in its name but such shares are held by an intermediary such as a brokerage firm, or clearing agency such as CDS. If you are a Beneficial Shareholder, your intermediary will submit the required documentation in order to receive your consideration.

A copy of the Purchaser's early warning report will be filed on the Corporation's profile on SEDAR+ at www.sedarplus.ca and available upon request by contacting Chris Beall at +1 646 889 8100.

About UGE International Ltd.

UGE develops, owns, and operates community and commercial solar & battery storage projects. Our distributed energy solutions provide cheaper, cleaner energy to businesses and households throughout the United States. With over 500 megawatts of project experience, UGE is working daily to make renewable energy accessible and affordable for all. Visit us at www.ugei.com. For more information, contact UGE:

Nick Blitterswyk - investors@ugei.com or +1 917 720 5685.

About NOVA Infrastructure

Founded in 2018, NOVA Infrastructure (http://www.novainfra.com) is a value-added, middle market infrastructure investment firm focused on North America. NOVA seeks to make investments that pair the downside protection features of the infrastructure asset class with operationally focused, value-added upside strategies. NOVA targets investments in environmental services, transportation, energy / energy transition, and digital sectors.

Ellen DeGiusti - edegiusti@sloanepr.com.

Forward-looking statements and forward-looking information

Certain statements made herein, including statements relating to matters that are not historical facts and statements of the Company's beliefs, intentions and expectations about developments, results and events which will or may occur in the future, constitute "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information relates to future events or future performance, reflect current expectations or beliefs regarding future events and is typically identified by words such as "anticipate", "believe", "could", "estimate", "expect", "intend", "likely", "may", "plan", "seek", "should", "will" and similar expressions suggesting future outcomes or statements regarding an outlook. Forward-looking information and statements include, but are not limited to, information and statements regarding the timing to delist the Common Shares; and the application by UGE to cease to be a reporting issuer and terminate its public reporting obligations.

Forward-looking information is based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such information. There can be no assurance that such information will prove to be accurate.

Although the Company believes that the forward-looking information in this news release is based on information and assumptions that are current, reasonable and complete, this information is by its nature subject to a number of factors, many of which are beyond the Company's control, that could cause actual results to differ materially from management's expectations and plans as set forth in such forward-looking information.

Readers are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predicted outcomes will not occur. Events or circumstances could cause the Company's actual results to differ materially from those estimated or projected and expressed in, or implied by, this forward-looking information.

Investors and others should carefully consider the factors and other uncertainties and potential events and should not rely on the Company's forward-looking information to make decisions with respect to the Company. Furthermore, the forward-looking information contained herein are made as of the date of this document and the Company does not undertake any obligation to update or to revise any of the included forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law. All forward-looking information contained herein is expressly qualified by this cautionary statement.

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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/220185

FAQ

What is the acquisition price per share for UGE International (UGEIF)?

The acquisition price for UGE International (UGEIF) is C$2.00 per common share.

When did the plan of arrangement for UGE International (UGEIF) close?

The plan of arrangement for UGE International (UGEIF) closed with an effective date of August 15, 2024.

Will UGE International (UGEIF) continue to be listed on the TSX-V and OTC Markets?

No, UGE International (UGEIF) intends to delist from the TSX-V and OTC Markets as soon as reasonably practicable following the completion of the arrangement.

What do shareholders of UGE International (UGEIF) need to do to receive their consideration?

Registered shareholders, warrantholders, and debentureholders of UGE International (UGEIF) must surrender their certificates with a completed Letter of Transmittal to TSX Trust to receive their consideration.