November 23, 2015 12:15 ET

UGE International Ltd. Announces Agreement to Acquire Endura Energy

UGE Sees Move as Major Step towards Leadership Position in Commercial Solar

TORONTO, ON--(Marketwired - Nov 23, 2015) -  UGE International Ltd. (the "Company" or "UGE") ( (TSX VENTURE: UG) (OTCQB: UGEIF), is pleased to announce that it has entered into an agreement (the "Acquisition Agreement") to acquire all of the issued and outstanding equity shares of Endura Energy Project Corp. ("Endura"), a leading Toronto-based renewable energy company.

"UGE is growing quickly in the commercial solar sector, both in North America and in key international markets," said Nick Blitterswyk, CEO of UGE. "By combining our traditional strengths in sales, marketing, and project finance, with Endura's strengths in engineering and project implementation, we are taking another significant step towards market leadership in this sector. On a combined basis we look forward to a profitable 2016 as we continue to experience high growth rates in this fast growing sector."

UGE stated that it plans to leverage Endura's project implementation platform to expand its capabilities and accelerate renewable energy project deployment in each of its key markets, which have traditionally included the US, Panama, Philippines, and China. With the acquisition, UGE will have a significant market share in Canada as well, as the country looks set to adopt more progressive clean energy goals. The combined company will be led by Mr. Blitterswyk and retain its corporate HQ in New York City. Cameron Steinman, President of Endura, will become Chief Strategy Officer of the combined entity.

"UGE offers an unparalleled platform for working with businesses to lower their energy costs through distributed generation. Working together, we will to continue to grow in Canada and Panama, while expanding UGE's project delivery capabilities in the US, Philippines, and China. In this fast growing industry, we're proud to be part of the UGE family, and excited about the growth ahead," stated Mr. Steinman.

Pursuant to the terms of the Acquisition Agreement, UGE will acquire all of the issued and outstanding common shares of Endura (the "Endura Shares") from a numbered company (the "Seller") controlled by Cameron and Alison Steinman, the founders of Endura (the "Founders"). In consideration for the Endura Shares, UGE shall pay CAD$1 million in cash on closing of the acquisition, and shall issue 8,888,888 common shares of UGE to the Seller (the "Payment Shares"). A portion of the cash consideration of the transaction will be paid to Endura employees after closing. The Payment Shares will be subject to an escrow agreement providing for release of 25% of the Payment Shares on the closing date of the acquisition (the "Closing Date"), and 25% on the next three one year anniversaries of the Closing Date (collectively, the "Escrow Releases"). The Escrow Releases may be adjusted downwards, with some Payment Shares cancelled, if certain revenue targets are not reached and if a key employee resigns from employment following the Closing Date. Pursuant to the terms of the Acquisition Agreement, the Sellers shall be entitled to appoint one nominee director to the board of directors of UGE so long as the Seller holds at least 10% of the issued and outstanding common shares of UGE.

The Closing Date is expected to occur in January, 2016. The cash portion of the acquisition is expected to be paid through senior bank debt.

The acquisition of Endura will be an Arm's Length Transaction (as such term is defined in Policy 1.1 of the TSX Venture Exchange's Corporate Finance Manual). Upon closing, the Founders will become Insiders of UGE and will hold indirectly through the Seller approximately 32% of the issued and outstanding common shares of UGE.

About Endura
Endura was incorporated pursuant to the Business Corporations Act (Ontario) on May 23, 2001. Endura consults on, designs and builds medium and large-scale solar energy systems in Canada, the US, and Latin America. Since 2009, Endura has been responsible for advising on or implementing over 250 megawatts of solar photovoltaic systems. Endura has developed a reputation for providing best-in-class services in all aspects of design and construction of solar photovoltaic systems. Endura has established a successful track record of providing solutions to its clients in all states of the solar photovoltaic project design-build lifecycle including: development, consulting and project management; engineering and design; and turn-key construction.

The following is a summary of Endura's financial condition for its financial year ended October 31, 2015 and all numbers are reviewed but not audited and are calculated in accordance with Canadian accounting standards for private enterprises. Endura had total revenues from its year ended October 31, 2015 of $10,964,526 and net income of $1,021,760. Endura had total assets of $1,408,160 and total liabilities of $1,801,806.  

About UGE

UGE is a leading full service renewable energy provider for commercial and industrial clients, with over 2,000 installations in more than 100 countries. Leveraging project financing and its proprietary technology platform, UGE deploys solar and microgrid energy solutions to reduce energy costs and increase resiliency, while making the world more sustainable.

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.

Completion of the acquisition is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance. There can be no assurance that the acquisition will be completed as proposed or at all. The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction ad has neither approved nor disapproved the contents of this press 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, competition in its 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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