New York, New York--(Newsfile Corp. - February 17, 2021) - UGE International Ltd. (TSXV: UGE) ("UGE" or the "Company"), a leader in commercial and community solar energy solutions, is pleased to announce that it has closed its previously announced bought deal private placement. A total of 2,645,000 units of the Company (the "Unit") were issued at a price per Unit of $2.65 (the "Issue Price") for gross proceeds of $7,009,250 (the "Offering"). The Offering was conducted by a syndicate of underwriters led by Eight Capital and including PI Financial Corp. and Echelon Wealth Partners Inc. (collectively, the "Underwriters"). The Offering included 345,000 Units issued pursuant to the exercise in full of the over-allotment option granted to the Underwriters.
Each Unit consists of one common share of the Company (a "Share") and one-half of one common share purchase warrant (each full warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one Share at a price of $3.30 per Share for a period of 24 months following the Closing Date. Following the one year anniversary of the closing, at the option of the Company, the Warrants may be subject to accelerated expiry in the event the closing price of the Company's common shares on the TSXV is $4.50 or greater for ten consecutive trading days.
In connection with the Offering, the Company paid the Underwriters a cash commission of $420,555 and issued to the Underwriters 158,700 broker warrants (the "Broker Warrants"). Each Broker Warrant entitles the Underwriters to purchase a Share at an exercise price of $2.65 until February 17, 2023.
The Company intends to use the net proceeds of the Offering for working capital and general corporate purposes.
Concurrently with the closing of the Offering, the Company is pleased to announce that it has converted debt held by an arm's length lender, originally issued on September 24, 2018 and otherwise maturing on September 24, 2021, into Units. $750,000 in principal amount (representing all of the lender's debt), together with accrued interest and fees of $8,482, for a total amount of $758,482, has been converted into 286,220 Units.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.
On behalf of the Board of Directors
"Nick Blitterswyk"
Nick Blitterswyk, Chief Executive Officer
About UGE
UGE delivers immediate savings to businesses through the low cost of solar energy. We help commercial and industrial clients become more competitive by providing low cost distributed renewable energy solutions at no upfront cost and maximum long-term benefit. With over 400MW of global experience, we work daily to power a more sustainable world. Visit us at www.ugei.com.
For more information, contact UGE at:
+1 917 720 5685
investors@ugei.com
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, the anticipated use of proceeds, and the receipt of regulatory approvals, including the approval of the TSX Venture Exchange. The Company assumes no obligation to update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
Neither the TSX Venture Exchange nor its Market Regulator (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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