Toronto, Ontario – Urbana Corporation (TSX Venture: URB) is pleased to announce that it has entered into an agreement to issue a non-interest bearing convertible note (the “Note”) for $500,000 to Caldwell Financial Ltd. (“CFL”) to replace a $500,000 amount of a demand loan provided to the Corporation by CFL in November 2002. The Note will be convertible at any time for a five-year term into units at an initial conversion rate of CDN$0.30 per unit. Each unit will be comprised of one common share and one warrant to purchase a common share of the Corporation. Each warrant entitles CFL to subscribe for one common share initially at a price of $0.30. This transaction was an isolated private placement of a convertible note by the Corporation.
Assuming full conversion of the Note, the private placement represents approximately 42% of the Corporation’s issued and outstanding common shares and 100% of the Corporation’s issued and outstanding warrants. Prior to this transaction, CFL owned 100,000 common shares of the Corporation.
On a fully-diluted basis (assuming the exercise of the Note and the warrants issued on conversion of the Note on the date hereof), CFL beneficially owns 3,433,333 common shares representing approximately 59.88% of the total outstanding common shares of the Corporation.
The transaction has been approved by the Corporation’s minority shareholders and by the TSX Venture Exchange.
Urbana Corporation is a mineral exploration company currently focusing its efforts on its 68 claim holding in Urban Township, Quebec.
Please contact Thomas S. Caldwell at 416-595-9106 for further information.