Urbanfund Corp. Announces Loan to Shareholder

Urbanfund Corp. (TSX-V: UFC) (“Urbanfund” or the “Company”), announces that it entered into loan agreement dated May 7, 2024 (the “Loan Agreement”) pursuant to which the Company has agreed to loan Westdale Construction Co. Limited (“Westdale”) the principal amount of ‎‎$6,000,000‎‎ (the “Loan”). The Loan is repayable within three months and will bear interest at ‎‎8.2% 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 (“MI 61-101”). 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% of the Company’s market capitalization.

ABOUT URBANFUND

Urbanfund is a Toronto-based real estate development and operating company listed on the TSX Venture Exchange (“TSX-V”) 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 Ontario and in Montreal and Quebec City, Quebec and Dartmouth, Nova Scotia.

FORWARD-LOOKING INFORMATION

This press release contains certain forward-looking statements, including statements about the proposed repayment date of the Loan. Wherever possible, words such as “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict” or “potential” or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management's current beliefs and are based on information currently available to management as at the date hereof.

Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements.

Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law. Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including: general economic and market segment conditions, interest rates, costs outside of the Company's control such as real estate taxes and utilities, the ability of tenants to satisfy their contractual rent obligations and any unforeseen repair, maintenance or replacement of the Company's assets.

More detailed assessment of the risks that could cause actual results to materially differ from current expectations is contained in the “Risks and Uncertainties” section of the Company's most recent Management's Discussion and Analysis dated April 23, 2024.

For further information, please contact:

Mitchell CohenChief Executive Officer and President Urbanfund Corp.416-703-1877 ext. 2025

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.