UGE UGE International Ltd

UGE International Ltd. (“UGE” or the “Company”) (TSXV:UGE), a leader in commercial and community solar energy solutions, is pleased to announce that it has entered into an amended letter of engagement with Eight Capital, under which Eight Capital has now agreed to purchase, as sole bookrunner and lead underwriter, together with a syndicate of underwriters (together with Eight Capital, the “Underwriters”) 2,300,000 units of the Company (the “Unit”), on a “bought deal” private placement basis, subject to all required regulatory approvals, at a price per Unit of $2.65 (the “Issue Price”) for gross proceeds of $6,095,000 (the “Offering”).

Each Unit shall consist of one common share of the Company (a “Share”) and one-half of one common share purchase warrant (each full warrant, a “Warrant”). Each Warrant shall entitle the holder thereof to acquire one Share at a price of $3.30 per Share for a period of 24 months following the Closing Date. Following the one year anniversary of the closing, at the option of the Company, the Warrants may be subject to accelerated expiry in the event the closing price of the Company’s common shares on the TSXV is $4.50 or greater for ten consecutive trading days.

The Company has agreed to grant the Underwriters an over-allotment option to purchase up to an additional 15% of the Shares at the Issue Price, exercisable in whole or in part, at any time for a period of up to 48 hours prior to the closing of the Offering. If this option is exercised in full, an additional $914,250 will be raised pursuant to the Offering and the aggregate proceeds of the Offering will be $7,009,250.

The Company intends to use the net proceeds of the Offering for working capital and general corporate purposes.

The closing date of the Offering is scheduled to be on or about February 10, 2021 (the “Closing Date”) and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the applicable securities regulatory authorities.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.

On behalf of the Board of Directors

“Nick Blitterswyk”

Nick Blitterswyk, Chief Executive Officer

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 maximum long-term benefit. With over 400MW 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 5685investors@ugei.com

Forward-Looking Statements

Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties, certain of which are beyond the control of the Company. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. Forward looking statements include, but are not limited to, the anticipated closing of the Offering, the anticipated use of proceeds, and the receipt of regulatory approvals, including the approval of the TSX Venture Exchange. The Company assumes no obligation to update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Neither the TSX Venture Exchange nor its Market Regulator (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.