Mr. Mitchell Cohen reports

URBANFUND CORP. ANNOUNCES LOAN TO SHAREHOLDER

Urbanfund Corp. has entered into a loan agreement dated April 29, 2025, pursuant to which the company has agreed to loan Westdale Construction Co. Ltd. the principal amount of $3-million. The loan is repayable on July 29, 2025, and will bear interest at 5.95 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 MI 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 the 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.

The company's focus is to identify, evaluate and invest in real estate or real-estate-related projects. The company's assets are located in Toronto, Belleville, Kitchener, London and Brampton, Ont., in Montreal and Quebec City, Que., and in Dartmouth, N.S.

We seek Safe Harbor.