SOURCE: UGE

UGE

February 08, 2016 19:53 ET

UGE Announces Proposed Debt to Equity Conversion

NEW YORK, NY--(Marketwired - Feb 8, 2016) - UGE International Ltd. (the "Company" or "UGE") (www.ugei.com) (TSX VENTURE: UG) (OTCQB: UGEIF), announced today that the Company agreed to issue 1,240,907 common shares of the Company in settlement of related party debt of $694,908 Canadian Dollars, based on a conversion price of $0.56 per share. The Company had previously announced a proposed debt to equity conversion on January 5, 2016, which has since been amended to these terms.

The Company expects to close the debt to equity conversion on or about February 10, 2016. Completion of the conversion is subject to the approval of the TSX Venture Exchange. All of the securities issuable in connection with the transaction will be subject to a hold period ending four months and one day after the closing date.

"As we continue to grow, this transaction is an important step in strengthening our balance sheet ahead of a strong 2016. Our debtor sees strong future growth in UGE, and this debt to equity conversion shows their long term investment in UGE," said Nick Blitterswyk, CEO of UGE.

Filing of Amended Management's Discussion and Analysis ("MD&A")

The Company would also like to announce that it has re-filed an amended MD&A for the interim period ended September 30, 2015. The only change to the document was the addition of a brief paragraph explaining the use of certain non-IFRS measures. None of the numbers in the MD&A or in the interim financial statements have changed.

About UGE

UGE delivers immediate savings to businesses through cleaner electricity. We help commercial and industrial clients become more competitive through the low cost of distributed renewable energy. With over 300 MW of experience globally, we work daily to power a more sustainable world. Visit us at www.ugei.com.

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.

Statements made in this press release include forward-looking statements that involve a number of risks and uncertainties. These statements relate to future events or future performance and reflect management's current expectations and assumptions. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, such as the economy generally, regulatory approvals, participation in the Offering, competition in UGE's target markets, the demand for UGE's products, and the availability of funding. These forward-looking statements are made as of the date hereof and UGE does not assume any obligation to update or revise them to reflect new events or circumstances. Actual events or results could differ materially from UGE's expectations and projections.

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