Short Form Prospectus Offering – UGE International Ltd.

June 24, 2016

Josh Arbuckle and Alicia McKeag represented UGE International Ltd. with respect to a short form prospectus offering for gross proceeds of $2.3M. A copy of the transaction press release is reproduced below.

June 24, 2016 — Toronto, Ontario– UGE International Ltd. (the “Company” or “UGE”) ( (TSX-V: UGE) (OTCQB: UGEIF), a global leader in distributed renewable energy solutions, is pleased to announce that it has closed a short form prospectus offering of 6,133,600 units (the “Units”) for total gross proceeds of  $2,330,768 (the “Offering”).  Each Unit consists of one common share of the Company (each, a “Common Share”) and one half of a common share purchase warrant (each whole common share purchase warrant, a “Warrant”).  Each Warrant may be exercised for one Common Share at an exercise price of $0.48 per share for a period of 24 months from the date of issuance. The Company has applied to list the Warrants on the TSX Venture Exchange.

Pursuant to the terms of an agency agreement (the “Agency Agreement”) entered into among UGE, Haywood Securities Inc., as lead agent (the “Lead Agent”), and Canaccord Genuity Corp. (together with the Lead Agent, the “Agents”) dated May 24, 2016, the Agents received broker warrants equal to 8% of the total Units sold in the Offering (the “Broker Warrants”).  Each Broker Warrant may be exercised by the holder for one Common Share at an exercise price of $0.38 per share for a period of 24 months from date of issuance.  The Agents also received a cash commission equal to 8% of the total gross proceeds raised in the Offering.  The Lead Agent received a corporate finance fee in the amount of $20,000 and 105,263 Common Shares at a deemed issuance price of $0.38 per share.

Net proceeds of the Offering will be used to fund the Company’s ongoing development activities, including growth opportunities in key markets, as well as to maintain financial strength and flexibility going forward as more fully described in the Corporation’s final prospectus dated May 24, 2016.

For further details on the Offering, please see UGE’s press releases dated March 24, 2016, and May 25, 2016, as well as its short form prospectus dated May 24, 2016.

The securities offered pursuant to the Offering have not and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any U.S. state securities laws and may not be offered or sold, directly or indirectly, within the United States (as defined in Regulation S under the U.S. Securities Act) other than pursuant to an available exemption from the registration requirements of the U.S. Securities Act. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company within the United States.

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


Ashley Fallon

Communications Manager

(917) 338-1668

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, 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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