UGM Urbangold Minerals Inc

UrbanGold Minerals Inc. (“UrbanGold” or the “Company” / TSXV: UGM) announces that it has issued 300,000 common shares (the “Common Shares”) to Jens Eskelund-Hansen, the Chairman of the Board of UrbanGold.

Mr. Hansen is party to an amended and restated loan agreement (the “Loan Agreement”) dated November 29, 2018 with UrbanGold. The Loan Agreement amended and restated an earlier loan agreement whereby Mr. Hansen had advanced $150,000 to UrbanGold with the intention that he be repaid on closing of the Company’s initial public offering (the “Offering”), which is currently scheduled for Friday, December 28, 2018.

Pursuant to the amendments in the Loan Agreement, Mr. Hansen agreed that the loan will not become due and payable until one year and one day after closing of the Offering (the “Maturity Date”).  Mr. Hansen is not able to demand repayment of the loan before the Maturity Date, although UrbanGold is permitted to repay the loan in whole or in part without notice or bonus.

Under the Loan Agreement, UrbanGold agreed to issue Common Shares to Mr. Hansen as “bonus shares” under TSX Venture Exchange (the “TSXV”) Policy 5.1 Loans, Loan Bonuses, Finder’s Fees and Commissions (“Policy 5.1”).  The Loan Agreement provided that Mr. Hansen was to receive the maximum number of Common Shares permitted under Policy 5.1, and UrbanGold and Mr. Hansen calculated that number as 300,000 Common Shares.  The TSXV has now approved this issuance, and UrbanGold has issued these Common Shares to Mr. Hansen.

Mr. Hansen is party to an escrow agreement (the “Escrow Agreement”) dated December 13, 2018 with Computershare Investor Services Inc. (the “Escrow Agent”), UrbanGold (and another securityholder), as required under National Policy 46-201 Escrow for Initial Public Offerings.  He has deposited the additional 300,000 Common Shares with the Escrow Agent to be held by the Escrow Agent under the Escrow Agreement.  Mr. Hansen has now deposited a total of 1,400,000 Common Shares of UrbanGold with the Escrow Agent under that agreement.

The 300,000 Common Shares issued to Mr. Hansen were issued pursuant to an exempt from the prospectus requirements under applicable securities legislation.  Independent of restrictions in the Escrow Agreement, Mr. Hansen is not permitted to trade these shares until four months have elapsed from the date that UrbanGold became a reporting issuer under applicable securities legislation, which was December 14, 2018.

UrbanGold recently filed a final prospectus dated December 13, 2018 (the “Final Prospectus”) which is available for review under the Company’s profile on SEDAR at www.SEDAR.com.  Further details in relation to the Loan Agreement and the proposed issuance of these Common Shares to Mr. Hansen is contained in the Final Prospectus.

About UrbanGold

UrbanGold is incorporated under the federal laws of Canada and has its principal office in Ottawa, Ontario, Canada. The Company is engaged in the evaluation, acquisition and exploration of mineral properties in Canada, and its current focus is Quebec. The Company plans to ultimately develop the properties, bring them into production, option or lease the properties to third parties, or sell the properties outright. The Company has not determined whether these properties contain mineral reserves that are economically recoverable, and the Company is considered to be in the exploration stage.   

For Further Information

Trevor Richardson, Chief Executive Officertrichardson@urbangoldminerals.com

Laurie Meloche, Vice-President, Corporate Developmentlaurie@lammcom-inc.com

Phone (613) 721-2919www.urbangoldminerals.com

Neither the TSX Venture Exchange, nor its Regulation Service Provider (as that term is defined in the policies of the TSXV), accepts responsibility for the adequacy or accuracy of this release.