Urbana : Management's Discussion & Analysis May 9, 2024

URBANA CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the three months ended March 31, 2024

This Management's Discussion and Analysis ("MD&A") supplements, but does not form part of, the unaudited condensed interim financial statements of Urbana Corporation ("Urbana" or the "Corporation") and notes thereto for the three months ended March 31, 2024 (the "Interim Financial Statements") and the audited financial statements of Urbana and notes thereto for the year ended December 31, 2023 (the "Annual Audited Financial Statements"). Consequently, the following discussion and analysis of the financial condition and results of operations should be read in conjunction with the Interim Financial Statements and the Annual Audited Financial Statements, both of which have been prepared in accordance with International Financial Reporting Standards ("IFRS"). All amounts shown in this MD&A, unless otherwise specified, are presented in Canadian dollars and all references to "millions" within this MD&A will be described as "M" hereafter. Unless specifically referred to a particular class of shares, all references to "Shares" or "per Share" refer collectively to the Corporation's common shares (the "Common Shares") and the Corporation's non-voting Class A shares (the "Class A Shares"). This MD&A is current as of May 8, 2024. The Corporation's Audit Committee reviewed this document, and prior to its release, the Corporation's Board of Directors approved it, based on the Audit Committee's recommendation.

You can obtain information relating to the Corporation, including the Corporation's most recent annual information form and Annual Audited Financial Statements, at no cost, by calling Urbana collect at [phone], by writing to us at: 150 King Street West, Suite 1702, Toronto, Ontario M5H 1J9 or by visiting our website at www.urbanacorp.comor the SEDAR+ website at www.sedarplus.ca.

REPORTING REGIME

Urbana is subject to National Instrument 51-102 ("NI 51-102")Continuous Disclosure Obligations. For accounting purposes, Urbana is treated as an investment entity under IFRS.

NON-IFRSMEASURES

The Corporation prepares audited annual financial statements and unaudited condensed interim financial statements in accordance with IFRS. This MD&A complements the Corporation's IFRS results with the following financial measures which are not recognized under IFRS and which do not have a standard meaning prescribed by IFRS: "net assets per Share", "total return of net assets per Share" and "compound annual growth rate of net assets per Share since inception".

Net assets per Share

The three financial measures used to calculate "net assets per Share", namely assets, liabilities and number of shares outstanding, are individually recognized under IFRS, but "net assets per Share" is not. The calculation of net assets per Share as at March 31, 2024 and December 31, 2023 is presented in the following table:

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	March 31, 2024	December 31, 2023
Assets ($)	494,751,166	450,645,044
LESS Liabilities ($)	84,263,208	76,073,772
EQUALS Net assets ($)	410,487,958	374,571,272
DIVIDED BY Number of Shares outstanding	41,395,100	41,395,100
EQUALS Net assets per Share ($)	9.92	9.05

Urbana publishes its net assets per Share weekly and quarterly on its website at www.urbanacorp.com/net-asset-reports.

Total return of net assets per Share

The total return of net assets per Share over a given period refers to the increase or decrease of Urbana's net assets per Share (determined as described above) over a specified time period, expressed as a percentage of Urbana's net assets per Share at the beginning of the time period, assuming that each dividend paid by the Corporation during the period was reinvested at a price equal to the net assets per Share at the relevant time.

The Common Shares and the Class A Shares participate equally in dividends and upon liquidation, dissolution or winding-up of Urbana. Therefore, they are treated the same for purposes of the net assets per Share calculation.

Compound annual growth rate of net assets per Share since inception

Compound annual growth rate ("CAGR") of net assets per Share since inception is the compound annual growth rate of Urbana's net assets per Share from October 1, 2002, when Caldwell Investment Management Ltd. ("CIM" or the "Manager"), the investment manager of Urbana, started managing Urbana's investment portfolio, to the end of the period in question.

We calculate CAGR of net assets per Share since inception by dividing Urbana's net assets per Share at the end of the period in question by its net assets per Share at inception (i.e. October 1, 2002), raising the result to the power of the quotient obtained by dividing one by the number of years representing the period length, and then subtracting one.

The Corporation provides the non-IFRS measures described above because it believes each measure can provide information that may assist shareholders to better understand the Corporation's performance and to facilitate a comparison of the results of ongoing operations. No measure that is calculated in accordance with IFRS is directly comparable to or provides investors with this net assets per Share information. As a result, except as set forth in the above table, no quantitative reconciliation from "net assets per Share" to an IFRS measure is provided in this MD&A.

Non-IFRS measures should not be construed as alternatives to net comprehensive income (loss) determined in accordance with IFRS as indicators of the Corporation's performance. CAGR of net assets per Share since inception describes the historical rate at which Urbana's net assets per Share would have increased at a steady rate. This single historical rate is only an illustration and does not represent the actual annual growth rate of Urbana's net assets per Share in any given year. The growth rate of Urbana's net assets per Share in any given year since 2002 may have been

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higher or lower than the CAGR of net assets per Share since inception due to market volatility and other factors.

STRATEGY AND RISK FACTORS

Urbana's strategy is to seek out, and invest in, private investment opportunities for capital appreciation and invest in publicly traded securities to provide growth, income and liquidity. Urbana has the scope to invest in any sector in any geographic region. There were no material changes to Urbana's investment style during the first quarter of 2024 ("2024 Q1") that affected the overall level of risk associated with an investment in the Corporation. Some of the risk factors associated with investing in Urbana are described in Urbana's most recent annual information form, which is available on the Corporation's website at www.urbanacorp.comand under the Corporation's profile on the SEDAR+ website at www.sedarplus.ca. Risks and uncertainties that may materially affect Urbana's future performance include private entity investing risk, market fluctuations, currency risk and macroeconomic risk.

OVERALL PERFORMANCE AND DISCUSSION OF OPERATIONS

2024 Q1 saw the continuation of the upward trajectory for the performance of Urbana's investments. During 2024 Q1, Urbana's net assets per Share increased from $9.05 to $9.92, after the payment of a dividend of twelve cents ($0.12) per Share1 in January 2024, resulting in an 11.0% total return of net assets per Share. During the same period, the S&P/TSX Composite Total Return Index ("S&P/TSX Index") increased by 6.6% and the Dow Jones Industrial Average Total Return Index (in Canadian Dollars) ("DJIA Index") increased by 8.5%.

The aggregate value of Urbana's private holdings increased by $26.8M in 2024 Q1, with more than 90% of this increase stemming from IGPC Ethanol Inc. (a division of Integrated Grain Processors Co-operative Inc. ("IGPC")). IGPC's superior performance and large distributions, along with its pursuit of the sale of its business to gain liquidity for its investors, has positively affected its share price.

The aggregate value of Urbana's publicly traded holdings increased by $21.3M in 2024 Q1. A total of $12.6M of this increase came from our U.S. financial services positions and $7.2M was provided by our Canadian energy holdings.

We are encouraged by the progess of Blue Ocean Technologies, LLC ("Blue Ocean"), a fintech leader in global after-hours trading for American securities for Asian traders, both retail and institutional, as well as for American traders active in after-hours markets. Blue Ocean has experienced record setting traded volumes from a diversified group of participants. The growth in their volumes validates their business model and has led to a technology partnership with MEMX, who will provide Blue Ocean with their market-as-a-service trading system, which is expected to ease cost and time for participants.

Urbana receives quarterly distributions from Evolve Funds Group Inc. and EFG Management Holdings Inc. Although there is no guarantee that distributions will continue, they have been made

1 The Common Shares and the Class A Shares participate equally in dividends.

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continuously since the beginning of 2023 and represent the excess working capital generated by the business.

In 2024 Q1, Urbana made a small investment in Developer Capital Inc., an investment corporation, formed by Monadical, focused on AI startups. AI represents the next revolution in technology, similar to PCs in the 80s, the internet in the 90s and cloud/mobile in the 2010s. Monadical is ideally positioned to vet the underlying companies and understand the industry as it is a full stack software consultancy, which offers technical expertise, builds software and has many AI products already in production.

The April 16, 2024 Federal Budget proposes to increase the capital gains inclusion rate from one- half to two-thirds for corporations for all capital gains realized effective June 25, 2024. This rate change will impact Urbana by increasing the future taxes to be paid on investment gains that have been accruing for many years. Good performance is being penalized. This change does not provide an incentive for risk-taking, innovation or for long-term investment in Canada, and further widens the existing "tax rate" gap between Canada and the U.S.

Inflation continues to be sticky and may cause the Federal Reserve Board to rethink their interest rate cutting plans. Strong economic growth may further delay any rate cuts. Rate cutting has commenced however, by the Swiss National Bank and the Bank of Mexico. In Canada, with inflation back within an acceptable range, we may see The Bank of Canada adopt a less restrictive policy. Stay tuned.

Since inception on October 1, 2002, Urbana's after tax net assets per share have grown at 15.4% annually compounded. This compares favorably with the CAGR of the S&P/TSX Index of 9.1% and the CAGR of the DJIA Index of 9.8% for the same period.2 The Corporation's long-term goal is to strive for and maintain long-term performance that exceeds the returns of the S&P/TSX Index and the DJIA Index.

During 2024 Q1 and to-date, Urbana did not purchase any Class A Shares under its Normal Course Issuer Bid ("NCIB"). Since May 2010, Urbana has purchased and cancelled a total of 46,131,220 Class A Shares under its normal course issuer bid programs and has returned $122.1M to shareholders in the form of NCIB purchases and dividends. The number of Class A Shares outstanding as of the date of this MD&A is 31,395,100.

In 2024 Q1, dividend income was $2.2M, up from $1.2M in the first quarter of 2023 ("2023 Q1"). Although both domestic and foreign dividends increased, domestic dividends increased by 200%, due to a combination of increased dividend rates, new dividend paying securities and some entities paying dividends for the first time in 2024. In 2024 Q1, interest income amounted to $143,701, up from $111,023 in 2023 Q1. The increase in 2024 Q1 is due to a new $2.0M debt security held by Urbana in Highview Financial Holdings Inc., which was partially offset by reduced interest on the Integrated Grain Processors Co-operative Inc. ("IGPC") debt security, which was redeemed at the end of March 2023.

2 The CAGR of the indexes is calculated in the same way as the CAGR of net assets per Share since inception.

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In 2024 Q1, Urbana realized a net gain of $2,230 from the foreign exchange conversion of foreign dividends and foreign cash into Canadian dollars (2023 Q1 - $12,294). There were no sales or disposals of investments in 2024 Q1. Urbana realized a net gain of $233,112 from the sale and disposal of investments in 2023 Q1.

Urbana recorded $48.1M in unrealized gains in 2024 Q1 (2023 Q1 - $7.1M). The best performers during 2024 Q1 were IGPC ($24.5M), U.S. financials ($12.6M), Canadian energy holdings ($7.2M), Evolve ETFs ($2.9M) and Intercontinental Exchange ($1.7M). The notable underperformer was FundThrough Inc. with an unrealized loss of $2.1M in 2024 Q1.

During 2024 Q1, Urbana recorded net income before income taxes of $46.5M (2023 Q1 - $5.7M) primarily due to $48.1M in unrealized gains on investments. Investment management fees in 2024 Q1 were $2.6M up from $1.9M in 2023 Q1, due to an increase in the average net assets under management. Interest expense in 2024 Q1 amounted to $825,116, up from $592,368 in 2023 Q1, due to increased average borrowings and higher borrowing rates in 2024 Q1. Transaction costs, which typically relate to purchases under the NCIB, were not incurred in 2024 Q1 or in 2023 Q1, since no shares were purchased under the NCIB during those periods. Transaction costs in respect of all trades, excluding NCIB trades, are absorbed by CIM. Professional fees, comprised of audit fees and legal costs, were $68,414 in 2024 Q1, up slightly from $61,396 in 2023 Q1, due to legal fees incurred in respect of continuous disclosure reviews, which were paid last year in the second quarter of 2023. Administrative expenses in 2024 Q1 were $423,309, up from $355,420 in 2023 Q1, primarily due to increased compensation expenses for directors and officers. Foreign withholding tax expense in 2024 Q1 was $101,381, up from $95,945 in 2023 Q1, due to an increase in foreign dividends in 2024 Q1. A deferred income tax expense of $5.5M was recorded in 2024 Q1, up from $369,000 in 2023 Q1, primarily due to increased unrealized gains in 2024 Q1.

Past Performance

The performance information presented in this section shows how Urbana has performed in the past and does not necessarily indicate how it will perform in the future.

Year-by-Year Performance

The following bar chart shows the net assets per Share performance of Urbana's Shares for the financial periods indicated. The bar chart shows, in percentage terms, how much an investment made on the first day of each financial period would have grown or decreased by the last day of each financial period based on the net assets per Share of Urbana, assuming that each dividend paid during the period was reinvested at the time of payment.

50%

25%

0%

Total return of net assets per Share

26.2%

			8.4%	22.7%
					11.0%

2021

2022

2023

3 months ended 3/31/24

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Summary of Investment Portfolio as at March 31, 2024

The following data is extracted from Urbana's Condensed Interim Financial Statements:

				% of
Number of				Portfolio
securities	Description	Cost ($)	Fair value ($)	Fair Value
	Private equity investments
13,490,878	CNSX Markets Inc.	8,228,349	80,945,268	16.4%
1,327,620	Miami International Holdings Inc.	12,257,268	18,415,168	3.7%
800,000	Caldwell Financial Ltd.	1,826,650	3,584,000	0.7%
5,000,000	Developer Capital Inc. Class B Common	500,000	500,000	0.1%
5,000,000	Developer Capital Inc. Warrants (i)	-	-	-%
2,350,000	Radar Capital Inc. Class A Common	50	-	-%
16,755,081	Radar Capital Inc. Class B Common	11,561,006	1,670,482	0.3%
1,544,236	Evolve Funds Group Inc. ("Evolve") Class B Preferred	1,501,568	7,628,526	1.6%
3,000,000	Evolve Funds Group Inc. Class C Preferred	1,603,756	14,820,000	3.0%
771,638	Evolve Funds Group Inc. Class D Preferred	771,638	771,638	0.2%
1,195,246	EFG Management Holdings Inc. ("EFG") Class A Common (ii)	3,597,690	5,904,515	1.2%
498,041	EFG Management Holdings Inc. Class E Common (ii)	1,462,549	2,460,323	0.5%
15,259,886	Highview Financial Holdings Inc.	11,546,243	15,870,281	3.2%
5	Integrated Grain Processors Co-operative Inc. Membership Shares	500	500	-%
1,992,866	Integrated Grain Processors Co-operative Inc. Class E Preferred	3,764,461	49,821,650	10.1%
4,538,460	Four Lakes Capital Fund Limited Partnership	4,999,998	8,678,797	1.8%
465,381	Vive Crop Protection Inc. Class A2 Preferred	314,132	186,152	-%
975,337	Vive Crop Protection Inc. Class B1 Preferred	284,613	390,135	0.1%
6,500,000	Vive Crop Protection Inc. Class B3 Preferred	3,250,000	3,250,000	0.7%
2,492,279	Vive Crop Protection Inc. Class C1 Preferred	1,629,452	1,629,452	0.3%
768,062	Vive Crop Protection Inc. Class C2 Preferred	557,920	557,920	0.1%
27,428	Kognitiv Corporation Class A-2 Preferred	353,000	31,178	-%
2,000,000	Kognitiv Corporation Class B-1 Preferred	3,000,000	3,000,000	0.6%
122,222	Kognitiv Corporation	2,404,596	99,238	-%
8,000,000	Kognitiv Corporation Warrants (iii)	-	-	-%
480,000	Lyceum CME Inc. Class B Preferred	2,400,000	2,400,000	0.5%
6,047,895	FundThrough Inc. Class A-3 Preferred	6,250,000	7,801,785	1.6%
1,570,680	FundThrough Inc. Class A-4 Preferred	2,999,999	2,026,177	0.4%
208,290	Varo Money, Inc.	2,565,000	481,995	0.1%
7,292,930	Tetra Trust Company Class A Common	4,850,759	4,011,112	0.8%
5,622	Blue Ocean Technologies, LLC / Urbana International Inc.	10,479,725	55,414,655	11.2%
	("UII") (iv)
	Public equity investments
502,073	Caldwell-Lazard CorePlus Infrastructure Fund	5,020,850	5,236,221	1.1%
110,000	Cboe Global Markets, Inc.	3,637,004	27,349,588	5.5%
100,000	Intercontinental Exchange Group Inc.	4,153,846	18,597,715	3.8%
125,000	Citigroup Inc.	6,360,121	10,697,441	2.2%
350,000	Bank of America Corp.	4,882,387	17,960,334	3.6%
250,000	Morgan Stanley	6,933,526	31,855,505	6.5%
1,600,000	Real Matters Inc.	6,352,346	9,792,000	2.0%
3,772,200	Tamarack Valley Energy Ltd.	10,108,791	14,485,248	2.9%
200,000	KKR & Co. Inc.	7,516,623	27,221,977	5.5%
2,500,000	Whitecap Resources Inc.	8,776,111	25,625,000	5.2%
10,000	Alibaba Group Holding Ltd. Sponsored ADR	1,217,738	979,212	0.2%
445,000	Crescent Point Energy Corp.	4,500,682	4,930,600	1.0%
	Private debt investments
3,000,000	Highview Financial Holdings Inc. (v)	3,000,000	3,000,000	0.6%
2,000,000	Highview Financial Holdings Inc. (vi)	2,000,000	2,000,000	0.4%
1,000,000	Kognitiv Corporation (vii)	1,000,000	1,000,000	0.2%
	Cash	333,634	333,634	0.1%
		180,754,581	493,415,422	100.0%

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1. The Developer Capital Inc. ("DevCap") warrants were issued to Urbana in connection with Urbana's purchase of the Class
   B common shares of DevCap. The entire purchase price was allocated to the common shares since it was determined that the warrants had no value at the time. Each warrant entitles Urbana to purchase one Class B common share of DevCap at $0.15 per share on or before January 31, 2029.
2. EFG is a holding company formed for the sole purpose of holding shares of Evolve. EFG owns a controlling interest in Evolve and is controlled by the management of Evolve.
3. The Kognitiv Corporation ("Kognitiv") warrants were issued to Urbana in connection with Urbana's purchase of the
   Class B-1 preferred shares of Kognitiv. The entire purchase price was allocated to the preferred shares since it was determined that the warrants had no value at the time. Each warrant entitles Urbana to purchase one Class B-1 preferred share of Kognitiv at $1.50 per share on or before November 30, 2028.
4. UII, a wholly-owned subsidiary of Urbana, formed for the sole purpose of investing in Blue Ocean Technologies, LLC
   ("Blue Ocean"), holds 5,621.5 units of Blue Ocean.
5. Unsecured convertible promissory note initially maturing on June 30, 2023 has been extended to June 30, 2024 with interest continuing at 8% per annum payable quarterly. This promissory note was issued in connection with a $3 million revolving line of credit and is convertible (in whole or in part) into common shares on the maturity date at $1.07 per common share.
6. Secured promissory note initially maturing on December 31, 2023 has been extended to June 30, 2024 with interest continuing at 8% per annum payable on maturity.
7. Secured subordinated convertible note initially maturing on July 31, 2023 has been extended to July 31, 2024 with interest continuing at 12% per annum payable monthly. In lieu of a monthly cash interest payment, Kognitiv makes a payment-in-kind by capitalizing the interest payable on each monthly interest payment date.

In addition to the investments listed above, Urbana holds 44 mining claims in Urban Township, Quebec. No mining expenditures were incurred in 2024 or 2023. See below under the heading "Mining Claims" for more information.

The above summary of the investment portfolio may change due to ongoing portfolio transactions. Weekly and quarterly updates are available at Urbana's website at www.urbanacorp.com.

Demand Loan Facility

Pursuant to a loan facility agreement between Urbana and a major Canadian chartered bank (the "Bank") dated July 2, 2021, the Bank provides a demand loan facility to Urbana, which allows Urbana to borrow up to $50M. Interest is charged on the outstanding balance of the loan facility at the Bank's prime rate plus 0.25%, calculated on a daily basis and paid monthly. The loan facility is secured by a general charge on Urbana's assets. Proceeds from the loan may be used to make additional investments and/or for general corporate purposes. As at March 31, 2024, the outstanding balance of the loan was $45.4M. The minimum and maximum amounts borrowed during 2024 Q1 were $42.7M and $45.4M respectively. As at the date of this MD&A, the Corporation has complied with all covenants, conditions and other requirements of the loan facility.

Normal Course Issuer Bid

On August 31, 2023, the Toronto Stock Exchange (the "TSX") accepted a notice of intention to conduct a normal course issuer bid (the "Notice") from Urbana to purchase up to 3,107,298 of its own Class A Shares (the "2023 NCIB"), representing 10% of the public float, pursuant to TSX rules. Purchases under the 2023 NCIB were permitted starting on September 7, 2023, and will terminate on the earlier of September 6, 2024, the date Urbana completes its purchases pursuant to the Notice filed with the TSX, and the date of notice by Urbana of termination of the 2023 NCIB. The Class A Shares purchased under the 2023 NCIB must be cancelled. As at March 31, 2024, Urbana had not purchased any Class A Shares pursuant to the 2023 NCIB. Shareholders may obtain a copy of the Notice, free of charge, by contacting Urbana.

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Mining Claims

Urbana has owned mineral claims in Urban Township, Quebec for a number of years. Management monitors the exploration activity in the area on an ongoing basis and may carry out exploration work on its mineral claims if and when it is deemed suitable. Urbana has received several enquiries from companies operating in the area but has not yet decided on a partner for further development. Urbana holds 44 claims in the area totaling 1,154.4 hectares (2,852.7 acres). A report, which summarizes both the exploration work and results to date has been completed and is expected to assist Urbana in determining next steps.

Urbana has incurred mining expenditures totaling $1.1M, all of which relate to periods prior to 2019. These expenditures were recorded in the financial statements of the Corporation as a loss in computing "net realized gain on sale and disposal of investments", in accordance with IFRS 6 "Exploration for and Evaluation of Mineral Resources". Management has elected to expense exploration and evaluation costs related to the mineral claims, as the property holds no known mineral reserves or mineral resources. Although the property has several interesting gold occurrences, there has been no mineral resource nor mineral reserve proven up at this time. The property is therefore still highly speculative. If any mineral resource or mineral reserve is proven up in the future, and the determination has been made to move into the development phase, then future expenditures on development will be capitalized and tested for impairment. The amount of exploration expenditures has not been material for Urbana and is expected to continue to be immaterial for the near-term.

Dividend Policy and Dividend Declared

Currently the Corporation has a dividend policy that it intends to pay a cash dividend to the shareholders, as soon as practical after the end of each year. The amount of the dividend to be paid is determined each year by the Board, taking into consideration certain factors that the Board deems relevant, including the performance of the Corporation's investments, the economic and market conditions, and the financial situation of the Corporation.

On January 31, 2024, the Corporation paid a cash dividend of $0.12 per Share on the aggregate issued and outstanding Common Shares and Class A Shares as at January 17, 2024. Pursuant to subsection 89(14) of the Income Tax Act (Canada) (the "ITA") each dividend paid by Urbana qualifies as and is designated an eligible dividend for Canadian income tax purposes, as defined in subsection 89(1) of the ITA.

Outstanding Share Data

As at May 8, 2024, the Corporation has 10,000,000 Common Shares and 31,395,100 Class A Shares outstanding.

RELATED PARTY DISCLOSURES

Caldwell Financial Ltd. ("CFL"), a company under common management with Urbana, is the parent company of Caldwell Securities Ltd. ("CSL") and CIM, which is the investment manager of Urbana. Urbana pays CIM investment management fees for investment management services that CIM provides to Urbana (see below under the heading "Management Fees"). As at March 31, 2024 Urbana had a 20% ownership interest in CFL.

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CSL, an affiliate of CIM and a registered broker and investment dealer, handles Urbana's portfolio transactions. During the three month periods ended March 31, 2024 and 2023 there were no commission fees paid to CSL by Urbana. The total amount of commission fees paid to CSL by Urbana during the years ended December 31, 2023 and 2022 were $Nil and $54,116, respectively. Commissions paid relate solely to NCIB trades.

Pursuant to an administrative services agreement between Urbana and CSL dated March 1, 2019 and as amended on April 1, 2021, January 1, 2023 and January 1, 2024, during 2024 Q1 Urbana paid CSL a monthly fee of $39,290 (HST inclusive) for administrative services, including investor relations services, information technology services, professional corporate office services, and office and conference room access for Urbana's staff, directors and officers.

As at March 31, 2024 Urbana owned 50% of the voting class A common shares and 68.49% of the voting class B common shares of Radar Capital Inc. ("RCI"), a private capital company. As a result, Urbana owns a total of 65.51% of the voting common shares of RCI with each class A and class B common share entitled to one vote. As at March 31, 2024 Urbana has a receivable of $2,231 from RCI in respect of operating expenses incurred by RCI.

As at March 31, 2024 Urbana owned 46.83% of Caldwell-Lazard CorePlus Infrastructure Fund ("CLCIF"), which is a mutual fund managed by CIM. Since September 2023, Urbana has been receiving a $20,936 monthly cash distribution from CLCIF. Urbana pays a 0.95% per annum management fee on this investment pursuant to an agreement dated June 28, 2023 between Urbana and CIM, a reduction from the 2.0% per annum management fee paid to CIM (see below under the heading "Management Fees").

As at March 31, 2024 Urbana owned 50.03% of the common shares of CNSX Markets Inc. ("CNSX"), the operator of the Canadian Securities Exchange. Pursuant to an order by the Ontario Securities Commission dated May 12, 2023, Urbana is prohibited from nominating more than 50% of the directors of the CNSX and therefore it is not considered a subsidiary of Urbana for accounting purposes.

As at March 31, 2024 Urbana had a 73.42% ownership interest in Highview Financial Holdings Inc. ("HFHI"). Pursuant to the HFHI amended and restated shareholders' agreement effective as of December 30, 2020, Urbana is not entitled to elect a majority of the board of directors of HFHI and therefore it is not considered a subsidiary of Urbana for accounting purposes. As at March 31, 2024 Urbana held a $3M convertible promissory note and a $2M non-convertible promissory note from HFHI. The initial maturity dates of these notes have been extended from June 30, 2023 and December 31, 2023, respectively, to June 30, 2024.

As at March 31, 2024 Urbana had a 35.45% ownership interest in Blue Ocean through Urbana International Inc. ("UII"), its wholly-owned subsidiary. UII was formed for the sole purpose of investing in Blue Ocean. As at March 31, 2024 Urbana had a receivable of $117,076 from UII in respect of operating expenses incurred by UII.

As at March 31, 2024 there were no fees payable to related parties, other than a management fee of $918,347 payable to CIM.

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Prior to 2024, Urbana issued loans to three directors of the Corporation, Charles A. V. Pennock, George D. Elliott and Michael B. C. Gundy and to one officer of the Corporation, Sylvia V. Stinson. The loan agreement for each of these loans provides for a revolving credit facility of up to $100,000 for each such person, which they may use for the sole purpose of purchasing shares of the Corporation, at the discretion of the borrower. Interest is charged at the interest rate used by the Canada Revenue Agency to calculate taxable benefits for employees and shareholders from interest-free and low-interest loans. The securities of Urbana purchased by each director or officer with funds advanced under each revolving credit facility are held in a broker's account as security for the loan. As at March 31, 2024, the total outstanding principal amount of such loans is $322,888, being $92,005, $97,321, $72,452 and $61,110 in respect of Messrs. Elliott, Gundy and Pennock and Ms. Stinson, respectively. As at March 31, 2024, Messrs. Elliott, Gundy and Pennock, and Ms. Stinson have purchased, respectively, 22,500 Common Shares, 29,900 Common Shares, 6,000 Common Shares and 20,000 Class A Shares, and 3,000 Common Shares and 15,000 Class A Shares of the Corporation with funds borrowed under each respective credit facility.

MANAGEMENT FEES

Pursuant to an investment management and advisory agreement dated December 6, 2019 and as amended on April 1, 2021, CIM is entitled to an investment management fee equal to 2.0% per annum of the market value of Urbana's investment portfolio, and, with the exception of NCIB purchases, CIM pays a fee to CSL to cover all charges for brokerage, trade execution and other necessary investment-related services rendered directly or indirectly for the benefit of Urbana by CSL. In 2024 Q1, CIM earned $2.6M of investment management fees from Urbana. The investment management fees are accrued daily and paid monthly in arrears. As at March 31, 2024 there was an investment management fee of $918,347 payable to CIM.

SUMMARY OF QUARTERLY RESULTS

The table below shows the key operating results of the Corporation for each of the eight most recently completed quarters:

	1st Quarter	4th Quarter	3rd Quarter	2nd Quarter
	2024 ($)	2023 ($)	2023 ($)	2023 ($)
Realized gain	2,230	551,625	491,185	490,119
Change in unrealized gain (loss)	48,059,630	6,492,814	64,169,598	(1,984,785)
Dividend income	2,240,056	7,234,765	2,120,086	1,934,650
Interest income	143,701	147,721	129,710	101,689
Total expenses	3,949,112	3,744,892	3,365,496	3,080,838
Net income (loss) before income taxes	46,496,505	10,682,033	63,545,083	(2,539,165)
Net income (loss) before income taxes per Share	1.12	0.26	1.54	(0.06)
Net assets per Share (beginning of period)	9.05	8.80	7.45	7.50
Net assets per Share (end of period)	9.92	9.05	8.80	7.45
	1st Quarter	4th Quarter	3rd Quarter	2nd Quarter
	2023 ($)	2022 ($)	2022 ($)	2022 ($)
Realized gain	245,406	308,360	7,914	7,637,705
Change in unrealized gain (loss)	7,108,020	20,041,119	2,747,296	(39,683,841)
Dividend income	1,169,864	1,000,042	1,190,559	936,473
Interest income	111,023	114,991	110,276	144,816
Total expenses	2,938,960	3,110,899	2,764,272	2,644,888
Net income (loss) before income taxes	5,695,353	18,353,613	1,291,773	(33,609,735)

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