Nicolas Blitterswyk, Yun Liu, Xiangrong Xie, Junfei Lieu, Daniel Gastel and 1000896425 Ontario Ltd. entered into an agreement to acquire UGE International Ltd. (TSXV:UGE) from Nicolas Blitterswyk, Yun Liu, Xiangrong Xie, Junfei Lieu and Daniel Gastel others in a equity reinvestment transaction for CAD 69.3 million on May 29, 2024. 1000896425 Ontario will pay CAD 2 for each share of UGE International. The rolling shareholders, taken together, own, control or direct an aggregate of 11,502,082 common shares (representing approximately 34.2% of the issued and outstanding common shares on a nondiluted basis) and will be rolling over an aggregate of 10,372,941 rolling shares (representing approximately 30.8% of the issued and outstanding Common Shares on a non-diluted basis). The remaining 1,129,141 Common Shares held by the rolling shareholders will be sold to the 1000896425 Ontario for the consideration. Following closing of the transaction, the common shares are expected to be delisted from the TSX-V and the UGE International is expected to submit an application to cease being a reporting issuer under applicable Canadian securities laws. The special committee, comprised of Stephen Blum, Chris Asimakis, and Scot Melland, was constituted to consider strategic alternatives for the UGE International. The Special Committee negotiated a break fee payable by the UGE International which is reasonable in the circumstances and only payable in customary and limited circumstances. The break fee will be CAD 2.2 million, subject to increase to an amount equal to the 1000896425 Ontario's transaction expenses to a maximum of CAD 5.2 million.

The UGE International board unanimously approved the transaction. The transaction is subject to UGE International shareholder approval. The transaction is subject to approval by a majority of the minority in accordance with MI 61-101 and by the Ontario Superior Court of Justice.

Origin Merchant Partners acted as financial advisor and fairness opinion provider to special committee. CP LLP acted as legal advisor to the UGE International. Mintz LLP acted as legal counsel to the Special Committee. Bennett Jones LLP and Blank Rome LLP acted as legal counsel to the 1000896425 Ontario.