SOURCE: UGE

UGE

February 27, 2015 09:00 ET

UGE International Ltd. Announces Private Placement

TORONTO, ON--(Marketwired - Feb 27, 2015) -  UGE International Ltd. (www.urbangreenenergy.com) (TSX VENTURE: UG) (OTCQB: UGEIF), is pleased to announce that it intends to complete a non-brokered private placement (the "Offering") of between 700,000 - 1,000,000 units (the "Units"), each such Unit consisting of one common share (the "Common Shares") and one half of one common share purchase warrant (each whole warrant, a "Warrant") for $1.50 per Unit, for aggregate gross proceeds of between $1.05 million and $1.5 million Canadian. Each Warrant may be exercised for one additional Common Share at an exercise price of $1.80 per share for a period of twelve months from the date of issuance. Subject to certain limitations, the Offering is open to all existing UGE shareholders. The Offering is subject to TSX Venture Exchange (the "Exchange") acceptance. Any existing UGE shareholders interested in participating in the offering should contact UGE using the contact information set out below.

The Offering is not subject to any minimum aggregate subscription. Finder's fees may be paid to eligible finders with respect to any portion of the Offering.

Assuming the maximum Offering is sold, the proceeds of $1.5 million will be used during the next 12 months for working capital to procure goods to fulfill orders confirmed and expected to be confirmed with customers. "The proceeds of this private placement will boost our capital position to ensure successful deployment of our growing order backlog," stated UGE CEO, Nick Blitterswyk. Unless unforeseen events or opportunities arise, the use of proceeds from the offering will be as described above. 

The UGE securities issued as part of the Offering will be subject to a hold period expiring four months and one day from the date of issuance of such securities.

Existing Shareholder Exemption

Depending on demand and regulatory requirements, a portion of the Offering may be made in accordance with the provisions of the existing shareholder exemption (the "Existing Shareholder Exemption") contained in Multilateral CSA Notice 45-313 and the various corresponding blanket orders and rules of participating jurisdictions, as well as the amendments to Rule 45-501- Ontario Prospectus and Registration Exemptions in Ontario. The Existing Shareholder Exemption is not available for shareholders resident in Newfoundland and Labrador. In addition to conducting the Offering pursuant to the Existing Shareholder Exemption, the Offering will also be conducted pursuant to other available prospectus exemptions, including sales to accredited investors.

UGE has set February 26, 2015 as the record date (the "Record Date") for the purpose of determining existing shareholders entitled to purchase Units pursuant to the Existing Shareholder Exemption. UGE may seek to increase the size of the Offering and obtain Exchange approval for such an increase. In the alternative, should UGE not seek to increase the size of the Offering, where subscriptions exceed the maximum the Units will be allocated pro rata amongst all subscribers qualifying under the Existing Shareholder Exemption.

About UGE

UGE is a leading global developer of distributed renewable energy solutions for enterprise clients with projects in over 90 countries, including commercial Fortune 1000 companies and telecom providers. Leveraging its proprietary technology platform, UGE deploys modular renewable energy generation systems that solve clients' challenges at the nexus of cost, resiliency and sustainability. From solar and wind systems, to microgrids and off-grid lighting, UGE is the solution provider of choice for business and government energy challenges.

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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