Urban Barns Foods Inc. (URBF)

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Where did these come from?
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

On February 26, 2016, Urban Barns Foods Inc. (the “Company”) entered into a debt conversion agreement with its President, Chief Executive Officer, Secretary, Treasurer and sole director, Robyn Jackson, pursuant to which Mr. Jackson agreed to convert an aggregate of Cdn$14,325 in debt into 1,302,272 shares of the Company’s Class B common stock (the “Shares”) at a price of Cdn$0.011 per Share. The Company issued the Shares in reliance upon the exemption from registration provided by Rule 903 of Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).

The Company’s reliance on Rule 903 of Regulation S under the Securities Act (“Regulation S”) was based on the fact that the Shares were sold in an “offshore transaction”, as defined in Rule 902(h) of Regulation S. The Company did not engage in any directed selling efforts in the United States in connection with the sale of the Shares, and Mr. Jackson is not a U.S. person and did not acquire the Shares for the account or benefit of any U.S. person.