UGE International Ltd (fka UGEIF)

[Enterprising Investor]

UGE International Ltd. Announces Closing of Plan of Arrangement (8/16/24)

Toronto, Ontario–(Newsfile Corp. – August 16, 2024) – UGE International Ltd. (TSXV: UGE) (OTCQB: UGEIF) (the “Company” or “UGE“) is pleased to announce the closing of the previously announced plan of arrangement (the “Arrangement“) pursuant to which 1000896425 Ontario Ltd. (the “Purchaser“), an affiliate of NOVA Infrastructure Fund II, LP, acquired, with an effective date of August 15, 2024 (the “Effective Date“) all of the issued and outstanding common shares of the Corporation (the “Common Shares“) for C$2.00 per Common Share (the “Consideration“), other than Common Shares held by certain management representatives and shareholders of the Corporation (the “Rolling Shares“) which Rolling Shares were rolled over into the private entity that will carry on the business of the Company. The Arrangement was approved by the Company’s shareholders (the “Shareholders“), holders of the Company’s compensation warrants (the “Warrantholders“) and holders of the Company’s convertible debentures (the “Debentureholders“, and collectively with the Shareholders and Warrantholders, the “Securityholders“) on July 31, 2024 and by the Superior Court of Justice (Commercial List) on August 6, 2024.

With the Arrangement now complete, the Common Shares will be halted from trading on the TSX Venture Exchange (the “TSX-V“) and UGE intends to cause the Common Shares to be delisted from the TSX-V and OTC Markets as soon as reasonably practicable. In connection therewith, UGE intends to submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations.

As at the Effective Date: (i) each Shareholder is entitled to receive the Consideration per Common Share; (ii) each Warrantholder is entitled to receive the balance of the Consideration and the exercise price of their respective compensation warrant; and (iii) each Debentureholder is entitled to receive the Consideration per Common Share they hold after giving effect to the conversion of their convertible debentures (inclusive of principal and interest accrued thereon). To receive their respective Consideration, registered Shareholders, Warrantholders and Debentureholders must surrender the certificates representing their UGE securities together with a duly completed and corresponding executed Letter of Transmittal to TSX Trust. The Letter of Transmittal was mailed to UGE Securityholders with UGE’s management information circular dated June 28, 2024. The Letters of Transmittal, applicable to each Securityholder, is for use by registered Securityholders only and is not to be used by beneficial holders of Common Shares (“Beneficial Shareholders“). A Beneficial Shareholder does not hold Common Shares in its name but such shares are held by an intermediary such as a brokerage firm, or clearing agency such as CDS. If you are a Beneficial Shareholder, your intermediary will submit the required documentation in order to receive your consideration.

A copy of the Purchaser’s early warning report will be filed on the Corporation’s profile on SEDAR+ at www.sedarplus.ca and available upon request by contacting Chris Beall at [phone].

About UGE International Ltd.

UGE develops, owns, and operates community and commercial solar & battery storage projects. Our distributed energy solutions provide cheaper, cleaner energy to businesses and households throughout the United States. With over 500 megawatts of project experience, UGE is working daily to make renewable energy accessible and affordable for all. Visit us at www.ugei.com. For more information, contact UGE:

Nick Blitterswyk – [e-mail] or [phone].

About NOVA Infrastructure

Founded in 2018, NOVA Infrastructure (http://www.novainfra.com) is a value-added, middle market infrastructure investment firm focused on North America. NOVA seeks to make investments that pair the downside protection features of the infrastructure asset class with operationally focused, value-added upside strategies. NOVA targets investments in environmental services, transportation, energy / energy transition, and digital sectors.

Ellen DeGiusti – [e-mail].