UGE Announces Closing of Private Placement of Project Green Bonds
and Secured Convertible Debentures
Toronto, Ontario--(Newsfile Corp. - October 23, 2018) - UGE International Ltd. (TSXV: UGE) (the "Company" or "UGE"), a leader in renewable energy solutions for the commercial and industrial sector, is pleased to announce that it has completed an offering of secured green bonds (the "Bonds") previously announced on July 30, 2018 (the "Green Bond Offering"). Leede Jones Gable Inc. ("LJG") acted as agent (the "Agent") pursuant to an agency agreement entered into today between the Company and LJG with respect to the Green Bond Offering (the "Bond Agency Agreement").
Pursuant to the Bond Agency Agreement the Company issued Bonds today in the aggregate principal amount of $500,000, accruing interest at the rate of 7% per annum and maturing on October 23, 2023. For each $1,000 of principal issued in Bonds, the Company has issued 100 bonus units (the "Bond Units") consisting of one common share of the Company (the "Bond Unit Shares") and half of one common share purchase warrant (each whole warrant, a "Bond Unit Warrant") resulting in the issuance of 50,000 Bond Unit Shares, and 25,000 Bond Unit Warrants. Each Bond Unit Warrant may be exercised by the holder for one common share of the Company at an exercise price of $0.35 per share for period of 24 months from the date of issuance. The Bonds are secured against projects of the Company owned by the Company's wholly-owned subsidiary, UGE Project HoldCo Ltd.
The Agent received a cash commission equal to 6% of the gross proceeds of the Green Bond Offering, as well as broker warrants (the "Agent's Bond Warrants") equal to 6% of the total underlying value of the Bonds sold in the Green Bonds Offering divided by $0.35, with each such Agent's Bond Warrant being exercisable for one Bond Unit of the Company at an exercise price of $0.35 per Bond Unit for a period of 24 months from the date of issuance.
In addition, the Company is pleased to announce that it has also closed today an offering (the "Debenture Offering") of 8% secured convertible debentures (the "Debentures"). UGE entered into an additional agency agreement with LJG, acting as Agent (the "Debenture Agent"), with respect to the Debenture Offering (the "Debenture Agency Agreement"). Pursuant to the Debenture Agency Agreement the Company has issued today Debentures in the aggregate principal amount of $720,000, which accrue interest at a rate of 8% per annum and are convertible into common shares of the Company (the "Debenture Shares") at the option of the holder at a conversion price of $0.24 per Debenture Share for a period of three years from the date of issuance. Interest accrued under the Debentures will be payable in cash or in Debenture Shares at the option of the holder, and if payable in Debenture Shares, such Debenture Shares shall be issued at a conversion price per Debenture Share equal to the greater of: (i) $0.24 or (ii) the market price of the Company's common shares, being the last closing price of the common shares on the TSX Venture Exchange, immediately preceding the date of a notice of conversion by the holder of the Debenture. The Debentures are secured against the Company pursuant to a subordinated general security agreement.
The Agent received a cash commission equal to 8% of the gross proceeds of the Debenture Offering as well as broker warrants (the "Agent's Debentures Warrants") equal to 8% of the gross proceeds of the Debenture Offering divided by $0.24. The Agent's Debenture Warrants may be exercised for common shares of the Company at an exercise price of $0.24 per share for a period of 24 months from the date of issuance.
Net proceeds of the Debenture Offering will be used for working capital, business development and general administrative purposes. Net proceeds from the Bond Offering will be used to finance eligible solar projects owned by UGE indirectly through a wholly-owned subsidiary of the Company.
All of the securities issued by the Company are subject to a hold period equal to four months and one day from the date of issuance.
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 long-term economic benefit. With over 375 MW 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