UGE Announces Concurrent Offerings of Units and Project Green Bonds
TORONTO, ONTARIO - (July 30, 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 entered into an agreement with Leede Jones Gable Inc. ("LJG") pursuant to which LJG will act as lead agent with Haywood Securities Inc. (collectively, the "Agents") to sell, by way of private placement on a commercially reasonable best efforts basis, up to 6 million units (the "Units") of the Company at a purchase price of $0.27 per Unit for aggregate gross proceeds of up to $1,620,000, with each such Unit consisting of one common share of UGE (the "Common Shares") and one half of one warrant (the "Warrants"), and with each such whole Warrant being exercisable by the holder for one Common Share at an exercise price of $0.40 per share for a period of 24 months from the date of issuance (the "Unit Offering"). The Agents have also been granted the option (the "Over-Allotment Option"), exercisable for a period of 30 days following the closing date of the Unit Offering, to purchase up to 900,000 additional Units for aggregate gross proceeds of up to $243,000 (being 15% of the maximum Unit Offering) to cover any over-allotments.
In addition, LJG will act as lead agent on the sale, by way of private placement on a commercially reasonable best efforts basis, of up to 2,000 bonds (the "Project Bonds"), secured by projects to be owned by UGE indirectly through a subsidiary, at a purchase price of $1,000 per Project Bond for aggregate gross proceeds of up to $2,000,000, with each such Project Bond accruing interest at a rate of 7% per annum and maturing on the date that is 60 months from the date of issuance. Each purchaser of Project Bonds shall also receive, for no additional consideration, one hundred units of the Company (the "Bond Units") for every Project Bond purchased, resulting in the issuance by the Company of up to 200,000 Bond Units, with each such Bond Unit consisting of one Common Share and one half of one warrant (the "Bond Unit Warrants") and with each such whole Bond Unit Warrant entitling the holder thereof to purchase one Common Share at an exercise price of $0.35 per share for a period of 24 months from the date of issuance (the "Bond Offering").
The Agents will receive a cash commission equal to 8% of the gross proceeds of the Unit Offering including any Units sold pursuant to the Over-Allotment Option, as well as warrants (the "Agent's Unit Warrants") equal to 8% the number of Units sold in the Unit Offering including the Over-Allotment Option, with each such Agent's Unit Warrant being exercisable for one Unit of the Company at an exercise price of $0.30 per Unit for a period of 24 months from the date of issuance.
LJG will receive a cash commission equal to 6% of the gross proceeds of the Bond Offering, as well as warrants (the "Agent's Bond Warrants") equal to 6% of the total underlying value of the Bonds sold in the 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.
Net proceeds of the Unit 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, within UGE's three target markets of Canada, the USA and the Philippines (the "Projects"). The Project Bonds will be secured against the Projects.
The Unit Offering and the Bond Offering (collectively, the "Offerings") are each expected to close on or about August 21, 2018. All securities issued pursuant to the Offerings will be subject to a hold period expiring four months and one day from the date of issuance of such securities.
This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
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 360 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
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.