Chudleigh Ventures Inc.

September 29, 2009 16:53 ET

Chudleigh Ventures Inc. Announces Extension and Amended Terms to Its Letter of Intent to Complete a Business Combination With Xylitol Canada

TORONTO, ONTARIO--(Marketwire - Sept. 29, 2009) - Chudleigh Ventures Inc. ("Chudleigh") (TSX VENTURE:CLV.P), a Capital Pool Company, is pleased to announce it has extended and amended certain terms of its letter of intent with Sweet Diabetic Delight Foods Inc., doing business as Xylitol Canada ("Xylitol Canada") to complete a business combination (the "Transaction") 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"), the Transaction having been previously announced on November 13, 2008.

Xylitol Canada entered into a joint venture with SunOpta BioProcess Inc. ("SBI") on March 27, 2008 pursuant to which the parties developed a proprietary xylitol production process (the "Joint Venture"). Xylitol Canada and SBI have entered into a non-binding term sheet whereby SBI has agreed to contribute the assets developed in the Joint Venture to Xylitol Canada and supply Xylitol Canada with sufficient feedstocks to enable Xylitol Canada to operate a pilot production facility as well as provide assistance and expertise for the operation of such a facility, in exchange for SBI becoming a 50% holder Xylitol Canada's issued and outstanding common shares (the "Acquisition"). The Acquisition is conditional upon completion of the Transaction but will close immediately prior to the Transaction so that SBI's holdings in Xylitol Canada will be exchanged for the appropriate number of securities in the resulting company pursuant to the Transaction. Chudleigh and Xylitol Canada have agreed that the purchase price for acquiring Xylitol Canada will be the issuance of common shares of Chudleigh having an aggregate value of $9.2 million, at a deemed issuance price per share of $0.25, subject to receipt of an independent valuation to the satisfaction of Chudleigh's board of directors. The transactions are conditional on completion of a private placement of Chudleigh's common shares for minimum gross proceeds of $5.5 million, the appointment of two directors nominated by SBI to the Chudleigh board, the entering into of definitive agreements, and other customary conditions and terms. The parties have agreed to extend completion of the Transaction to November 30, 2009.

All other material terms and conditions of the Transaction remain as previously disclosed in Chudleigh's press release of November 13, 2008.

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

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