UGE Announces Short Form Prospectus Offering of Units

 

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

March 24, 2016 - TORONTO, ONTARIO. UGE International Ltd. (the "Company" or "UGE") (www.ugei.com) (TSX VENTURE:UG)(OTCQB:UGEIF), a leader in distributed renewable energy solutions, is pleased to announce that it has filed a preliminary short form prospectus (the "Preliminary Prospectus") with the securities regulatory authorities in the provinces of Ontario, British Columbia, and Alberta in connection with its public offering (the "Offering") of units ("Units"), on a best-efforts basis, at a price per Unit to be determined in the context of the market, for aggregate gross proceeds of a minimum of $1,000,000 and a maximum of $2,500,000. The Offering will be conducted by a syndicate of agents led by Haywood Securities Inc. and including Canaccord Genuity Corp. (together, the "Agents").

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 will entitle the holder thereof to purchase one additional Common Share for a period of 24 months from the date of closing of the Offering at an exercise price to be determined in the context of the market.

The Company shall grant the Agents an option exercisable, in whole or in part at any time until 30 days following the closing date of the Offering, to acquire such number of additional Units to raise additional gross proceeds of up to $375,000 on the same terms as the Offering to cover any over-allocations and for market stabilization purposes.

Net proceeds of the Offering will be used to fund the Company's ongoing development activities, including growth opportunities in key markets, and general working capital.

The closing of the Offering is subject to a number of customary closing conditions, including, without limitation, receipt of all regulatory approvals.

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.