Urban Barns Foods Inc. (URBF)

[Smartacus]

Will this take place after close?

ITEM 8.01 OTHER EVENTS

On January 28, 2016, the Board of Directors of Urban Barns Foods Inc. (the “Company”) approved a 1 for 20 reverse split of the Company’s Class A common stock and a corresponding decrease in its authorized capital, with an anticipated record date of February 8, 2016 (the “Reverse Split”). Shareholder approval for the Reverse Split was not required pursuant to §78.207 of the Nevada Revised Statutes. As a result of the Reverse Split and upon the filing of a Certificate of Change with the Nevada Secretary of State, the Company’s authorized capital will decrease from 500,000,000 shares of Class A common stock to 25,000,000, and its issued and outstanding Class A common stock will decrease from 499,948,520 shares to approximately 24,997,426, with each fractional share being rounded up to the nearest whole share.

In order for the Reverse Split to be recognized on the OTC markets, the Financial Industry Regulatory Authority (“FINRA”) will need to process the corporate action. The Company is in the process of submitting the required documentation to FINRA, but will continue to trade under the symbol “URBF” until such time as FINRA has declared the Reverse Split effective. Once FINRA has processed the corporate action, the Company plans to file a current report on Form 8-K to announce the effective date of the Reverse Split as well as its new temporary trading symbol, if applicable.