Mr. Mitchell Cohen reports

URBANFUND CORP. ANNOUNCES LOAN TO SHAREHOLDER

Urbanfund Corp. has entered into loan agreement, dated March 27, 2024, pursuant to which the company has agreed to loan Westdale Construction Co. Ltd. the principal amount of $6-million. The loan is repayable within 30 days and will bear interest at 8.2 per cent per annum.

Westdale is a control person of the company. The company's chairman, Ronald Kimel, is a shareholder, director and officer of Westdale and Mitchell Cohen, the company's chief executive officer, is an officer of Westdale. Accordingly, the loan constitutes a related-party transaction pursuant to Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The loan is exempt from the formal valuation and minority shareholder approval requirements of 61-101. The company is exempt from the formal valuation requirement contain in Section 5.5(b) of MI 61-101 as the company does not have securities listed on a specified stock exchange. The loan is further exempt from the minority shareholder approval requirement pursuant to Section 5.7(1)(a) of MI 61-101 as the fair market value of loan is less than 25 per cent of the company's market capitalization.

About Urbanfund Corp.

Urbanfund is a Toronto-based real estate development and operating company listed on the TSX Venture Exchange under the symbol UFC. The company is a reporting issuer in Alberta, British Columbia and Ontario.

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