UGE International Ltd.
OTCQB : UGEIF
TSX VENTURE : UGE

September 06, 2016 08:00 ET

UGE International Ltd. Announces Sale of Wind Subsidiaries and Results of Its 2016 Annual and Special Meeting of Shareholders

TORONTO, ONTARIO--(Marketwired - Sept. 6, 2016) - UGE International Ltd. (the "Company" or "UGE") (www.ugei.com) (TSX VENTURE:UGE)(OTCQB:UGEIF), a global leader in distributed renewable energy solutions, is pleased to announce that it has completed the sale (the "Disposition") of the Company's wholly-owned subsidiary UGE Holdings Ltd., along with five additional subsidiaries thereof (the "Sale Group"), pursuant to a share sale agreement with Zhenyu Li, a former senior manager of the Company's manufacturing facility (the "Share Sale Agreement"). The Disposition was approved by shareholders of the Company on August 30, 2016 and the TSX Venture Exchange on September 1, 2016.

"With the sale of our wind subsidiaries complete, our strategy is entirely focused on our rapidly growing commercial solar operations," stated Nick Blitterswyk, CEO of UGE. "We'd like to thank our former colleagues of the wind subsidiaries for their contributions to UGE over the years."

Pursuant to the Share Sale Agreement, Mr. Li acquired all of the issued and outstanding shares in UGE Holdings Ltd. and with it, all of the Company's wind and turbine-related assets and liabilities, including a manufacturing facility in China. Though the Sale Group is and was primarily focused on wind energy, in advance of the closing of the Disposition, the Sale Group transferred all assets relating to the Company's solar business to a newly-created subsidiary of the Company, UGE USA Inc. ("UGE USA"). The Sale Group intends to continue operating as a wind-focused entity under the name V-AIR Wind Technologies.

The Sale Group had approximate net liabilities of USD$7.5 million as of December 31, 2015. In consideration for Mr. Li assuming these net liabilities, UGE USA issued to the Sale Group (i) a promissory note in the amount of USD$1 million, representing the transfer of the solar net assets thereto, and (ii) a promissory note in the amount of USD$2.6 million, representing the assumption of the net liabilities of the Sale Group by Mr. Li. Each promissory note will accrue interest at a rate of 6.5% per annum and will mature five years from the date of issue. Further information regarding the Disposition can be found on the Company's website at www.ugei.com/investors and in the Company's Management Information Circular, dated July 25, 2016.

Annual and Special Meeting Results

The Company also announced today the results of the Company's Annual and Special Meeting (the "AGM") held on August 30, 2016, in Toronto, Ontario. The Company's shareholders voted in favor of all items of business brought before them at the AGM:

  • Re-appoint all seven of the Company's directors: Nicholas Parker, Michael Doolan, Yang Baoxin, Nicolas Blitterswyk, Crescent Varrone, Xiangrong Xie and Daniel Cameron Steinman,
  • Re-appoint KPMG LLP as the auditor of the Company, and
  • Re-approve the Company's stock option plan.

Finally, a majority of the disinterested shareholders, meaning those shareholders who were not either related parties or interested parties pursuant to applicable securities legislation, approved the Disposition.

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 may 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, the results of UGE's shareholder's meeting, and the satisfaction of customary conditions to Closing. 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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