UGE UGE International Ltd

UGE International Ltd. (formerly Way Ventures Inc.) (the "Company") (TSX
VENTURE:WAY.P), 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.


Completion of the transaction is subject to a number of conditions, including
but not limited to, Exchange acceptance. There can be no assurance that the
transaction will be completed as proposed or at all.


Investors are cautioned that, except as disclosed in the prospectus, management
information circular or filing statement to be prepared in connection with the
transaction, any information released or received with respect to the
transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be considered highly
speculative.


The TSX Venture Exchange Inc. has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved the contents of
this press release.


An agreement to sponsor should not be construed as any assurance with respect to
the merits of the transaction or the likelihood of completion. 


Cautionary Note Regarding Forward Looking Statements

This Press Release contains forward-looking statements. Often, but not always,
forward-looking statements can be identified by the use of words such as
"plans", "expects" or "does not expect", "is expected", "estimates", "intends",
"anticipates" or "does not anticipate", or "believes", or variations of such
words and phrases or state that certain actions, events or results "may",
"could", "would", "might" or "will" be taken, occur or be achieved.
Forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
the Company to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements. Actual
results and developments are likely to differ, and may differ materially, from
those expressed or implied by the forward-looking statements contained in this
Press Release. Such forward-looking statements are based on a number of
assumptions which may prove to be incorrect, including, but not limited to: the
ability of the Company to satisfy the requirements of the Exchange with respect
to the Qualifying Transaction; the economy generally; consumer interest in the
services and products of the resulting issuer; competition; and anticipated and
unanticipated costs. While the Company acknowledges that subsequent events and
developments may cause its views to change, the Company may specifically
disclaim any obligation to update these forward-looking statements. These
forward-looking statements should not be relied upon as representing the
Company's views as of any date subsequent to the date of this Press Release.
Although the Company has attempted to identify important factors that could
cause actual actions, events or results to differ materially from those
described in forward-looking statements, there may be other factors that cause
actions, events or results not to be as anticipated, estimated or intended.
There can be no assurance that forward-looking statements will prove to be
accurate, as actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not place undue
reliance on forward-looking statements. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
UGE International Ltd.
Mike Barnsley
Chief Financial Officer
+1 (917) 720-5685


UGE International Ltd.
Robin Carol
Communications Manager
+1 (917) 720-5685
investors@urbangreenenergy.com

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