Urbanfund Corp.
TSX VENTURE : UFC

June 04, 2007 09:23 ET

Urbanfund Corp. Provides Default Status Report

TORONTO, ONTARIO--(Marketwire - June 4, 2007) -



Attention: Alberta Securities Commission
British Columbia Securities Commission
Ontario Securities Commission


Urbanfund Corp. ("Urbanfund" or the "Corporation") (TSX VENTURE:UFC), provides this default status update pursuant to the alternative information guidelines recommended by OSC Policy 57-603 and Canadian Securities Administrators' Staff Notice 57-301.

As a result of the delay in filing audited annual financial statements for the fiscal year ending December 31, 2006 (the "Annual Financial Statements") and accompanying management's discussion and analysis thereon (the "MD&A"), which anticipated delay was announced by the Corporation on April 18, 2007, the Ontario Securities Commission (the "OSC"), in accordance with its guidelines, issued a temporary order that prohibited all trading in and acquisitions of securities of the Corporation by all current directors, officers and insiders of the Corporation. On May 18, 2007, the OSC issued a permanent cease trade order for directors, officers and insiders in substitution for the temporary order.

The delay in filing the Annual Financial Statements and MD&A was principally due to the Corporation's predecessor auditor selling its professional practice. In light of: (i) the foregoing; (ii) the Corporation's engagement of a successor auditor; and (iii) the review by the successor auditor of the Corporation's historical financial statements and completion of the audit of the Annual Financial Statements, the Corporation was unable to complete the audit of the Annual Financial Statements and file the Annual Financial Statements and MD&A within the prescribed time period. The Corporation engaged a successor auditor, DMCT LLP. DMCT is nearing the completion of its audit and it is anticipated that the audit will be completed shortly, with filing of the Annual Financial Statements and MD&A to occur within the next two weeks. The Corporation will file the required Annual Financial Statements and MD&A as soon as practicable after completion of the audit and approval thereof by the Audit Committee and the board of directors.

The Corporation hereby advises that it has delayed the filing of its interim financial statements for the three-month period ended March 31, 2007 (the "Interim Financial Statements") and accompanying management's discussion and analysis thereon, pending the filing of the audited Annual Financial Statements.

Pending the filing of: (i) the Annual Financial Statements and MD&A; and (ii) the Interim Financial Statements and accompanying management's discussion and analysis thereon, the Corporation intends to satisfy the alternative information guidelines recommended by OSC Policy 57-603 and Canadian Securities Administrators' Staff Notice 57-301 by issuing a news release every two weeks to update the shareholders on the filing delay. The Corporation is also required to disclose that if the Annual Financial Statements and MD&A are not filed by July 6, 2007, Canadian securities regulators may impose an issuer cease trade order.

Except as set forth above, the Corporation hereby confirms that there have been no changes regarding the information provided in the Corporation's Notice of Default.

Urbanfund Corp. is a TSX Venture exchange listed real estate company based in Toronto. The Corporation's common shares trade under the symbol UFC.

FORWARD LOOKING STATEMENTS

This press release contains forward-looking statements based on assumptions, uncertainties and management's best estimates of future events. When used herein, words such as "intend", "may", "will", "should", "could", "anticipate", "believe", "plan", "estimate", "potential", "expect" and similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on assumptions by and information available to the Corporation. Investors are cautioned that such forward-looking statements involve risks and uncertainties. Important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include such risks and factors as are detailed from time to time in the Corporation's continuous disclosure documents filed with the Ontario Securities Commission and other regulatory authorities at www.sedar.com. Actual results may differ materially from those currently anticipated. The Corporation has no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The TSX Venture Exchange does not accept responsibility for the adequacy or the accuracy of this release.

Contact Information

  • Urbanfund Corp.
    Mitchell Cohen
    President
    (416) 361-5000
    or
    Urbanfund Corp.
    Steve Isenberg
    Director
    (416) 603-4343