Chudleigh Ventures Inc.

November 13, 2008 16:24 ET

Chudleigh Ventures Inc. Announces Letter of Intent to Complete a Business Combination With Xylitol Canada

TORONTO, ONTARIO--(Marketwire - Nov. 13, 2008) - 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.

Contact Information