UGE Announces Availability of Existing Shareholder Exemption in Equity Offering

Toronto, Ontario--(Newsfile Corp. - August 13, 2018) - UGE International Ltd. (TSXV: UGE) (the "Company" or "UGE"), a leader in renewable energy solutions for the commercial and industrial sector, is pleased to announce that existing shareholders will be able to participate in its brokered offering of units (the "Units") to raise up to $1.62 million ($1.863 including over-allotments) previously announced in the Company's press release of July 30, 2018 (the "Offering").

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 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 August 10, 2018 as the record date (the "Record Date") for the purpose of determining existing shareholders entitled to purchase Units pursuant to the Existing Shareholder Exemption. Subscribers purchasing Units under the Existing Shareholder Exemption will need to complete a subscription agreement and represent in writing that they meet certain requirements of the Existing Shareholder Exemption, including that they were, on the Record Date, a shareholder of UGE, and will continue to be a shareholder of UGE until the closing of the Offering. The aggregate acquisition cost to a subscriber under the Existing Shareholder Exemption cannot exceed $15,000 in a twelve-month period unless the subscriber has obtained advice from a registered investment dealer in their jurisdiction regarding the suitability of the investment, and subscribers relying on the Existing Shareholder Exemption will make a representation to UGE of this in writing. In the event that subscriptions received for the Offering based on available exemptions exceed the maximum Offering size of $1.62 million plus any over-allotments, 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, the Units will be allocated pro rata amongst all subscribers qualifying under the Existing Shareholder Exemption.

Net proceeds of the Offering will be used for the following items in the percentages indicated: working capital (70%), business development (20%), and general administrative purposes (10%).

This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

Issuance of Shares for Services

In addition, UGE would like to announce that it has entered into two agreements with service providers pursuant to which UGE will be issuing common shares (the "Shares") as payment. The first is dated June 29, 2018 with Jim Pettis and results in the issuance of 35,000 Shares of the Company (the "Shares") at a deemed issuance price of $0.305, and the second is dated July 20, 2018 with NAI Interactive resulting in the issuance of 15,500 Shares at a deemed issuance price of $0.305.

About UGE

UGE delivers immediate savings to businesses through the low cost of solar energy. We help commercial and industrial clients become more competitive by providing low cost distributed renewable energy solutions at no upfront cost and long-term economic benefit. With over 360 MW of global experience, we work daily to power a more sustainable world. Visit us at www.ugei.com.

For more information, contact UGE at:
+1 917 720 5685
investors@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 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.