Chudleigh Ventures Inc. Announces Letter of Intent to Complete a Business Combination With Xylitol Canada
13 Novembre 2008 - 10:24PM
Marketwired
Chudleigh Ventures Inc. ("Chudleigh") (TSX VENTURE: CLV.P), a
Capital Pool Company, is pleased to announce it entered into a
letter of intent on November 7, 2008 with Sweet Diabetic Delight
Foods Inc., doing business as Xylitol Canada ("Xylitol Canada"), to
complete a business combination (the "Transaction") whereby all of
the issued and outstanding securities of Xylitol Canada will be
exchanged for securities of Chudleigh. The Transaction is intended
to constitute the Qualifying Transaction of Chudleigh as such term
is defined in Policy 2.4 of the Corporate Finance Manual of the TSX
Venture Exchange (the "Exchange").
About Xylitol Canada
Xylitol Canada was incorporated as an Ontario corporation on
August 12, 2006, and has a registered head office at 1776 O'Connor
Drive, Suite 4121, Toronto, Ontario M4A 1W8. Xylitol Canada started
as a reseller of xylitol products to the health food and diabetic
markets. Xylitol is an all natural sweetener which tastes and looks
like conventional sugar but which has many health benefits,
including lower carbohydrates and calories, inhibiting plaque and
tooth decay, and combating bacterial growth. Xylitol also has a low
glycemic index, making it diabetic friendly.
Xylitol Canada is a research and development company, and
accordingly, sales revenues have been limited. For the year ended
December 31, 2007, Xylitol Canada generated revenues of $67,000 and
incurred losses of $84,539. As of December 31, 2007, Xylitol Canada
had assets of $150,000 and liabilities of $340,788. (All financial
numbers for Xylitol Canada are audited.)
After a global shortage of xylitol in 2006 adversely impacted
its retail business, Xylitol Canada began an aggressive Research
and Development program with a subsidiary of a large natural and
organic food company to develop cost effective and sustainable
means to produce xylitol in North America. The successful R&D
program used leading academics and engineers to develop a
proprietary solution. Xylitol Canada is now in advanced stages of
negotiations with these same parties to apply the resulting
technology to a pilot facility for producing pharmaceutical-grade
xylitol making it both cost effective and sustainable.
Andrew Reid, 42, is the President, CEO and sole shareholder of
Xylitol Canada. Andrew has over 20 years combined entrepreneurial
and corporate experience, most recently in the biotech sector. From
1995 and 2005 Andrew was employed by Generex Pharmaceutical Inc., a
TSX listed company, as the General Manager and a Vice President.
Andrew was also a Vice-President of Time Release Corporation, a
public and investor relations company.
The Qualifying Transaction
Subject to regulatory approval, Chudleigh will acquire all of
the currently issued and outstanding securities of Xylitol Canada
(including convertible securities) by issuing corresponding
securities of Chudleigh to the security holders of Xylitol Canada,
at deemed issuance prices and exchange ratios to be determined
amongst the parties.
The proposed Qualifying Transaction constitutes an arm's length
transaction, and as such, will not require approval by the
shareholders of Chudleigh. Since July 2008, Matthew Watson, now a
director of Chudleigh, has been providing consulting services to
Xylitol Canada relating to its joint venture negotiations and
business and corporate development, and receives compensation for
such services. Mr. Watson is not a shareholder, officer or director
of Xylitol Canada.
Concurrently with the closing of the Qualifying Transaction, a
private placement (the "Private Placement") will be completed (with
gross proceeds to be determined), with Canaccord Capital
Corporation acting as agent. Standard fees and commissions are
anticipated to be paid in connection with the Private Placement,
and the net proceeds of this issuance will be used for the
construction of a pilot plant intended to capitalize on Xylitol
Canada's research and development efforts by producing up to 500
tons of saleable pharmaceutical grade xylitol, and for general
working capital purposes.
The Transaction is conditional upon, among other things: (i)
receiving all necessary regulatory and third party approvals and
authorizations; (ii) determining the value of Xylitol Canada and
the resulting deemed issuance price and securities exchange ratios
of the securities to be issued by Chudleigh in exchange for the
securities of Xylitol Canada; (iii) entering into a joint venture
agreement between Xylitol Canada and a suitable joint venture
partner satisfactory to Chudleigh; (iv) completion of the Private
Placement; (v) the Corporation lending funds to Xylitol Canada as
permitted by the policies of the Exchange; (vi) receipt and
satisfaction of Chudleigh with the financials statements of Xylitol
Canada; (vii) receipt of an independent valuation of Xylitol Canada
if required by the Exchange; (viii) approval of the Transaction by
each of the board of directors of Chudleigh and Xylitol Canada;
(ix) entering into of satisfactory employment agreements for senior
management; (x) confirmation of no material adverse change having
occurred for either entity prior to closing; (xi) completion of a
definitive agreement setting forth the terms and conditions for the
closing of the Transaction; (xii) completion of due diligence
satisfactory to each party; and (xiii) completion of a sponsorship
report satisfactory to the Exchange (or waiver by the Exchange of
that requirement).
The Board of Directors of the resulting issuer immediately upon
completion of the Qualifying Transaction will be determined upon
agreement of the parties.
Completion of the transaction is subject to a number of
conditions, including but not limited to, Exchange acceptance.
There can be no assurance that the transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the
management information circular or filing statement to be prepared
in connection with the transaction, any information released or
received with respect to the transaction may not be accurate or
complete and should not be relied upon. Trading in the securities
of a capital pool company should be considered highly
speculative.
The TSX Venture Exchange Inc. has in no way passed upon the
merits of the proposed transaction and has neither approved nor
disapproved the contents of this press release.
Contacts: Chudleigh Ventures Inc. Emlyn David President and CEO
(416) 840-5002 Email: ejdavid@cangaplending.com Xylitol Canada
Andrew Reid President and CEO (416) 567-2331 Email:
areid2@rogers.com
Grafico Azioni Canoe Mining Ventures Corp (TSXV:CLV.P)
Storico
Da Ago 2024 a Set 2024
Grafico Azioni Canoe Mining Ventures Corp (TSXV:CLV.P)
Storico
Da Set 2023 a Set 2024