UGE Closes Acquisition of Endura Energy
February 8, 2016 -- Toronto – UGE International Ltd. (the “Company” or “UGE”) (www.ugei.com) (TSX-V: UG) (OTCQB: UGEIF), today closed the acquisition of all the issued and outstanding shares of Endura Energy Project Corp. (“Endura”), a leading Toronto-based renewable energy company.
“Endura’s engineering and project management experience will markedly enhance UGE’s existing strengths in developing commercial solar projects, allowing our clients to take advantage of the many benefits of distributed renewable energy,” said Nick Blitterswyk, CEO of UGE. “We are excited to welcome the talent and experience of Endura to the UGE family.”
UGE has focused primarily on developing renewable energy solutions for commercial clients in the United States, Panama, China, and the Philippines. Endura, a leading design-build firm in Ontario, has deployed and consulted on distributed solar projects across Canada, the U.S., and Panama.
Cameron Steinman, the President of Endura, was appointed to the board of directors of UGE and will also serve as UGE’s Chief Strategy Officer. “Together, we are a bigger and better team, committed to providing more affordable, reliable, sustainable energy to our clients across all markets,” stated Steinman.
The past twelve months have shown significant momentum for the renewable energy sector. In addition to the historic global agreement signed at COP21, the United States recently extended the federal Investment Tax Credit (ITC), which management anticipates should rapidly increase the deployment of solar. According to the Solar Energy Industries Association, the United States could reach 100 GW of total solar installations by the end of 2020. In Canada, Prime Minister Justin Trudeau was recently elected after campaigning for a new energy and environmental future, including a promise to invest $100 million annually in companies developing clean technology.
“In a fragmented commercial solar market, combining our respective strengths gives us the ability to deliver the best end-to-end service to businesses worldwide, priming us for leadership in the sector,” said Blitterswyk.
Pursuant to the terms of the share purchase agreement among the vendors of the Endura shares, UGE, and Endura entered into on November 22, 2015 (the “Acquisition Agreement”), UGE acquired all of the issued and outstanding common shares of Endura (the “Endura Shares”). In consideration for the Endura Shares, UGE paid CAD$1 million, as adjusted pursuant to the terms of Acquisition Agreement (the “Cash Payment”), and issued 8,888,888 common shares to Endura (the “Payment Shares”). Approximately 75% of the Payment Shares are subject to an escrow agreement entered into today (the “Payment Share Escrow”). Pursuant to an amendment to the Acquisition Agreement (the “Amendment”) entered into today, the Cash Payment was satisfied by delivery of a promissory note in favour of the Seller (the “Promissory Note”), secured by a general security agreement and personal guarantees from major shareholders of UGE. Pursuant to the Amendment, the Seller shall have the option to exercise their security resulting in the return of the Endura Shares to them, in which case the Payment Shares will be returned to UGE, or release the Payment Shares from the Payment Share Escrow, if the Company does not pay the Promissory Note in full, or provide additional security in the form of a letter of credit, by February 29, 2016.
Early Warning Pursuant to National Instrument 62-103
The receipt of the Payment Shares by the Seller resulted in new insider being created. The Seller owns and controls 31.93% of the total issued and outstanding common shares of UGE. The Seller will file an early warning report as required under National Instrument 62-103.