Qualifying Transaction – UGE International Ltd.

August 28, 2014

Josh Arbuckle and Alicia McKeag worked with UGE International Ltd. to close its Qualifying Transaction. A copy of the transaction press release is reproduced below.

July 29, 2014 –Toronto, Ontario – UGE International Ltd. (formerly Way Ventures Inc.) (the “Company”) (WAY.P-TSX Venture Exchange), a Capital Pool Company, is pleased to announce that it closed its Qualifying Transaction on July 28, 2014 (as such term is defined in Policy 2.4 of the Corporate Finance Manual (the “Manual”) of the TSX Venture Exchange) (the “Exchange”) involving the exchange of all of the issued and outstanding securities of UGE Holdings Limited (“UGE”), for securities of the Company.  Pursuant to the Qualifying Transaction, the Company issued 8,924,652 common shares and 17,000,000 special warrants (the “Special Warrants”) in exchange for all of the issued and outstanding securities of UGE, a leader in renewable energy solutions for global enterprise customers.  Each Special Warrant is  exercisable for one common share of the Company (the “Common Shares”) for no additional consideration provided that upon such exercise, and immediately following the issuance of the Common Shares pursuant to such exercise, at least 20% of the issued and outstanding Common Shares are held by Public Shareholders (as such term is defined in the Manual). Pursuant to pre-existing arrangements with certain employees of UGE, 231,326 common shares have been reserved for issuance to such employees.

The Company has also changed its name to “UGE International Ltd.” effective July 24, 2014. The Company anticipates receiving its Final Exchange Bulletin from the TSX Venture Exchange in respect of the closing of the Qualifying Transaction within the next week, following which its common shares will resume trading under the symbol “UG”, and it will no longer be considered a Capital Pool Company.  On closing of the Qualifying Transaction the Company had a total of 10,044,652 common shares issued and outstanding, and 17,000,000 Special Warrants.

Prior to closing of the Qualifying Transaction, UGE completed a private placement (the “Private Placement”) of 1,406,210 shares (the “UGE Financing Shares”) with Castel Qihua Hi-Tech Investments Limited (“Castel”) for gross proceeds of USD$5,000,000, which were exchanged for 5,159,770 common shares of the Company (the “Castel Acquisition”).

Proceeds from the Private Placement are being used as set out in the Final Prospectus of the Company dated July 16, 2014 which can be found on the Company’s SEDAR profile at www.sedar.com.

 

Early Warning Pursuant to National Instrument 62-103

Through the Castel Acquisition, Castel of Unit 710-711, 7/F, East Wing, No. 10 Science Park West Avenue, Hong Kong Science Park, Shatin, New Territories, Hong Kong, became a control person of the Company. Immediately following closing of the Qualifying Transaction, Castel held a total of 5,159,770 Common Shares, being 51.37% of all of the issued and outstanding common shares of the Company on an undiluted basis, though equating to 19.01% upon the conversion of all of the Special Warrants.

In addition, the following individuals (the “Majority Shareholders”) became control persons upon closing of the Qualifying Transaction by virtue of their shareholdings in UGE immediately prior to closing:

a)     Nicolas Blitterswyk of 160 W End Ave, Apt. 12J, New York, NY 10023, USA holds 551,956 Common Shares, and 2,200,000 Special Warrants which represent 5.5% of the issued and outstanding Common Shares, and which represent 10.17% of the issued and outstanding Common Shares assuming conversion of all of the Special Warrants

b)     Yun Liu of 160 W End Ave, Apt. 12J, New York, NY 10023, USA holds 551,956 Common Shares, and 2,200,000 Special Warrants which represent 5.5% of the issued and outstanding Common Shares, and which represent 10.17% of the issued and outstanding Common Shares assuming conversion of all of the Special Warrants; and

c)     Xiangrong Xie of  ChangQingYuan 2nd Zone, A-3-1101, Haidan District, Beijing, China 100195 holds 551,936 Common Shares, and 12,600,000 Special Warrants which represents 5.49% of the issued and outstanding Common Shares, and which represents 48.63% of the issued and outstanding Common Shares assuming conversion of all of the Special Warrants.

Castel and each of the Majority Shareholders intend to file a report describing their respective acquisitions with applicable regulators, a copy of which shall be promptly sent to anyone who requests it from the CEO of the Company.

Each of the Majority Shareholders purchased their shares of UGE, and Castel purchased the UGE Financing Shares, for investment purposes, and each of the Majority Shareholders or UGE may purchase additional securities of the Company on the open market, by private agreement or otherwise, subject to availability, market conditions, applicable laws and other relevant factors.

The Common Shares held by Castel are held in escrow pursuant to an Exchange Form 5D Value Escrow Agreement, pursuant to which Castel’s securities shall be released as to 25% immediately following the issuance of the Final Exchange Bulletin to be issued in connection with the Qualifying Transaction, and 25% every six months thereafter. In addition, 7,547,830 Common Shares and all 17,000,000 Special Warrants are held in escrow pursuant to an Exchange Form 5D Value Escrow Agreement, pursuant to which such securities shall be released as to 10% immediately following the issuance of the Final Exchange Bulletin and 15% every six months thereafter.

Josh Arbuckle has resigned as a director of the Company, and Matthew Watson has resigned from his positions as President and Secretary. The Company’s board of directors is now comprised of the following individuals: Nicolas Blitterswyk, Crescent Varrone, Matthew Watson, and Arthur Aylesworth. In addition, the board has appointed Nicolas Blitterswyk as Chief Executive Officer, John Michael Barnsley as Chief Financial Officer, and Jian Yang as Chief Operating Officer and Secretary.

 

About UGE

UGE is a leading developer of distributed renewable energy solutions for enterprise clients with projects in over 90 countries, including several for Fortune 1,000 companies.  Leveraging its proprietary technology platform, UGE deploys modular energy 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 enterprise energy challenges.

For further information about the Company, please contact Mike Barnsley, Chief Financial Officer, or Robin Carol, Communications Manager, at +1 (917) 720-5685, or by email at investors@urbangreenenergy.com.

Alicia McKeag, Corporate, Josh Arbuckle, Securities