UGE Announces Filing of Short Form Prospectus for Agency Offering

 

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

TORONTO, ONTARIO- (May 25, 2016) - UGE International Ltd. (the "Company" or "UGE") (www.ugei.com) (TSX VENTURE:UG)(OTCQB:UGEIF), a global leader in distributed renewable energy solutions, is pleased to announce that it has filed its short form prospectus (the "Final Prospectus") with the securities regulatory authorities in the provinces of Ontario, British Columbia and Alberta.

The Final Prospectus has been filed in connection with UGE's public offering (the "Offering") of units ("Units"), on a best-efforts basis, at a price of $0.38 per Unit (the "Offering Price"), for aggregate gross proceeds of a minimum of $1,500,000 and a maximum of $2,500,000. Each Unit shall consist of one common share of the Company (each, a "Common Share") and one half of a common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant may be exercised for one Common Share at an exercise price of $0.48 per share for a period of 24 months from the date of issuance. The Agents (as defined below) shall also have the option (the "Over-Allotment Option") exercisable in whole or in part at any time in the 30 days following the closing date of the Offering to acquire up to additional 986,842 Units for up to an additional $375,000. Net proceeds of the Offering will be used to fund the Company's ongoing development activities, including growth opportunities in key markets, as well as to maintain financial strength and flexibility going forward as more fully described in the Final Prospectus.

UGE also announces it has entered into an agency agreement (the "Agency Agreement") with Haywood Securities Inc. (the "Lead Agent") in respect of the Offering. The Offering is being made through a syndicate led by the Lead Agent and including Canaccord Genuity Corp. (together, the "Agents").

UGE has obtained a receipt for the Final Prospectus from the Ontario Securities Commission.

The securities offered pursuant to the Offering have not and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws and may not be offered or sold, directly or indirectly, within the United States (as defined in Regulation S under the U.S. Securities Act) other than pursuant to an available exemption from the registration requirements of the U.S. Securities Act. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company within the United States.