/NOT FOR DISTRIBUTION TO U.S. WIRE SERVICES OR FOR DISSEMINATION IN THE
U.S./
TSX: URB., URB.A, URB.WT, URB.WT.A
TORONTO, July 27 /CNW/ - Urbana Corporation ("Urbana") (TSX: URB., URB.A, URB.WT, URB.WT.A) today announced that Blackmont Capital Inc., on behalf of a syndicate of agents, including CIBC World Markets Inc., National Bank Financial Inc., Raymond James Ltd., TD Securities Inc., BMO Nesbitt Burns Inc., Scotia Capital Inc., HSBC Securities (Canada) Inc., Wellington West Capital Inc. and GMP Securities L.P. has exercised the over-allotment option granted to them in connection with Urbana's previously announced offering of units (the "Units"), which closed on July 12, 2007. Each Unit consisted of one non-voting Class A share ("Non-Voting Class A Share") in the capital of Urbana and one-half of one Series A Non-Voting Class A Share purchase warrant ("Warrant"). Each whole Warrant entitles the holder to purchase one Non-Voting Class A Share at an exercise price of $3.75 until July 12, 2009. The Units separated into Non-Voting Class A Shares and Warrants immediately upon closing of the offering.
The over-allotment option has been exercised, which will result in the sale of an additional 1,192,395 Non-Voting Class A Shares and an additional 596,197 Warrants, at a price of $3.05 per Non-Voting Class A Share and $0.05 per one-half Warrant, for gross proceeds of $3,696,424. The closing of the over-allotment option is expected to occur on August 1, 2007.
Caldwell Investment Management Ltd., which acts as investment manager for Urbana, is wholly owned by Caldwell Financial Ltd. ("Caldwell Financial"). Caldwell Financial owns 40% of Urbana's common shares, 300,000 Non-Voting Class A shares and 150,000 Warrants and is controlled by Thomas S. Caldwell, the President of Urbana. Thomas S. Caldwell beneficially owns directly or indirectly 965,927 common shares of Urbana representing 9.7% of Urbana's outstanding common shares and exercises control or direction over the 4,000,000 common shares of Urbana owned by Caldwell Financial through his interest in Caldwell Financial. In total, Thomas S. Caldwell owns and exercises control or direction over approximately 49.7% of Urbana's common shares.
Forward-Looking Statements
Certain statements in this press release constitute "forward-looking" statements that involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Urbana to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. There is no assurance that the closing referred to above will occur, that Urbana will find suitable investments for the proceeds or that any investments will be profitable. Unless required by applicable securities law, Urbana does not assume any obligation to update these forward-looking statements.