Thomas S. Caldwell-Urbana Corporation: Voting Trust Agreement-Right of First Offer

Urbana Corporation (TSX:URB.A) -

NOT FOR DISTRIBUTION TO U.S. WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

Certain Caldwell Financial Ltd. ("CFL") shareholders (the "Joint Actors") and
Thomas Caldwell ("TSC") have each terminated voting trust agreements ("VTA") and
right of first offer agreements ("ROFR"). The agreements respectively granted
(1) TSC a power of attorney to vote the Urbana Corporation ("Urbana") common
shares beneficially owned by the Joint Actors which are subject to the voting
trust agreement; and (2) TSC a right to make an offer to the Joint Actor in the
event the Joint Actor decided to sell any Urbana commons shares beneficially
owned by the Joint Actor. As the result of the termination of the VTA, the
number of common shares controlled but not owned by TSC has decreased from
528,061 common shares or 5.28% to 137,700 common shares or 1.37% of Urbana's
total outstanding common shares. The number of common shares owned directly or
indirectly by TSC remains at 4,231,161 representing 42.31% of the outstanding
common shares.