Urbana Corporation - Notice of Intention to Purchase Shares

TORONTO, ONTARIO--(Marketwired - Aug. 28, 2017) -

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

Urbana Corporation ("Urbana") (TSX:URB)(TSX:URB.A)(CSE:URB)(CSE:URB.CN)(CNSX:URB)(CSE:URB.A) announced today that the Toronto Stock Exchange ("TSX") has accepted its notice of intention to conduct a normal course issuer bid to enable it to purchase up to 3,965,762 of its non-voting Class A shares (the "Class A Shares"), representing 10% of the public float, pursuant to TSX rules.

Purchases under the bid may commence on August 31, 2017, and will terminate on the earlier of August 30, 2018, the date Urbana completes its purchases pursuant to the notice of intention to make a normal course issuer bid filed with the TSX, and the date of notice by Urbana of termination of the bid. Purchases will be made on the open market by Urbana through the facilities of the TSX or the Canadian Securities Exchange ("CSE") in accordance with the rules and policies of the TSX. Caldwell Securities Ltd. will make all purchases pursuant to the bid on behalf of Urbana. The price that Urbana will pay for any such shares will be the market price of such shares on the TSX or the CSE at the time of acquisition. Class A Shares purchased under the bid will be cancelled. Urbana will not purchase on any given day, in the aggregate, more than 7,996 Class A Shares (the "Daily Limit"), being 25% of the average daily volume for the most recently competed six months, which is 31,987 shares (the "ADTV"), calculated in accordance with the TSX rules. Notwithstanding the above-mentioned Daily Limit, Urbana may make one block purchase per calendar week that exceeds the Daily Limit in accordance with TSX rules. A block purchase under TSX rules means a purchase that (a) has a total purchase price of at least $200,000, (b) is at least 5,000 shares and has a total purchase price of at least $50,000, or (c) is at least 20 board lots and at least 150% of the ADTV.

Pursuant to a previous notice of intention to conduct a normal course issuer bid, under which Urbana sought and received approval from the TSX to purchase up to 4,224,598 Class A Shares for the period of August 31, 2016 to August 30, 2017, Urbana has purchased, as of August 25, 2017, 2,967,600 Class A Shares on the open market at an average purchase price of $3.12 per share. As of August 25, 2017, the issued and outstanding number of Class A shares is 40,000.000 shares and the public float of the Class A share is 39,657,620 shares.

To the knowledge of Urbana, no director, senior officer or other insider of Urbana currently intends to sell any Class A shares under the bid. However, sales by such persons through the facilities of the TSX or the CSE may occur if the personal circumstances of any such person change or if any such person makes a decision unrelated to the bid. The benefits to any such person whose shares are purchased would be the same as the benefits available to all other holders whose shares are purchased.

Urbana believes that the market price of its Class A Shares at certain times may be attractive and that the purchase of Class A Shares from time to time would be an appropriate use of corporate funds in light of potential benefits to remaining shareholders.

Forward-Looking Statements

Certain information contained in this news release constitutes forward-looking information, which is information relating to possible events, conditions or results of operations which are based on assumptions about future economic conditions and courses of action and which are inherently uncertain. All information other than statements of historical fact may be forward-looking information. Forward-looking information is often, but not always, identified by the use of words such as "seek", "anticipate", "budget", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "project", "predict", "potential", "target", "intend", "could", "might", "should", "believe", and similar words or phrases (including negative variations) suggesting future outcomes or statements regarding an outlook. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. Urbana believes that the expectations reflected in the forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct. Some of the risks and other factors which could cause results to differ materially from those expressed in forward-looking information contained in this news release are described in Urbana's most recently-filed MD&A and Annual Information Form. Any forward-looking information in this news release is provided as at the date of this news release, based upon the opinions and estimates of management and information available to management as at the date of this news release. Urbana undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on forward-looking information contained in this news release.