Caldwell Financial Ltd.

Caldwell Financial Ltd.
Thomas S. Caldwell

Theodore J. P. Caldwell

March 10, 2009 21:18 ET

Caldwell Financial Shareholders Purchase Urbana Common Shares From Caldwell Financial

TORONTO, ONTARIO--(Marketwire - March 10, 2009) - Caldwell Financial Ltd. ("CFL") today announced that it has sold 4,000,000 common shares of Urbana Corporation ("Urbana") in a private transaction (the "Transaction") to the shareholders of CFL, including Thomas S. Caldwell ("TSC") and Theodore J. P. Caldwell ("TJPC") for $1.00 per common share in proportion to such purchasers shareholdings in CFL. The purchasers have decided that it was desirable to hold common shares in Urbana directly rather than indirectly through CFL.

Urbana currently has 10,000,000 common shares issued and outstanding. TSC purchased 1,744,000 of the 4,000,000 common shares sold by CFL and now owns 2,709,927 common shares, or 27.1% of Urbana's total outstanding common shares. Prior to the Transaction, TSC owned 965,927 common shares or 9.7% of Urbana's total outstanding common shares. TJPC purchased 880,000 of the 4,000,000 common shares sold by CFL and now owns, 1,005,114 common shares or 10.1% of Urbana's total outstanding common shares. Prior to the Transaction, TJPC owned 125,114 common shares or 1.25% of Urbana's total outstanding common shares. Employees of CFL (listed on the attached Schedule A) acquired the other 1,376,000 common shares of Urbana that were not purchased by TSC and TJPC and such employees, together with TJPC are, for purposes of applicable securities laws, joint actors ("Joint Actors") with TSC. TSC, together with such Joint Actors, now own 5,501,555 common shares or 55.0% of Urbana's total outstanding common shares. As a result of the Transaction, CFL no longer owns any Urbana common shares.

The common shares sold may not be sold, transferred or traded before July 10, 2009. The Joint Actors have granted TSC a right of first offer to acquire the common shares of Urbana held by them in the event such shareholders decide to sell their Urbana common shares. The Joint Actors have entered into a voting trust agreement with TSC granting TSC a power of attorney to vote the common shares.

TSC, TJPC and the Joint Actors acquired the common shares for investment purposes. TSC, TJPC and the Joint Actors may acquire additional common shares or dispose of their existing common shares on the basis of their assessment of market conditions and in compliance with all applicable securities regulatory requirements.

In completing the Transaction, TSC, TJPC and the Joint Actors are relying on the private agreement exemption provided in Section 100.1 of the Securities Act (Ontario).



SCHEDULE A

David G. Bentley Taylor
Brendan T.N. Caldwell
Dorothy A. Caldwell
Thomas S. Caldwell
Robert M. Callander
John R. Campbell
Dora DiManno
J. Dennis Freeman
H. Laurie Graham
Michael B.C. Gundy
Sally Haldenby Haba
Vincent L. John
John R. Kinsey
Armel Kitieu
Micah Landes
Peggy Liu
Elizabeth Naumovski
Sneha Naveen
Jai Persaud
Jean Ponter
Angela T. Stirpe


Contact Information

  • Thomas S. Caldwell
    (416) 595-9106
    or
    Theodore J. P. Caldwell
    (416) 595-9106