Xylitol Canada Inc.

TSX VENTURE : XYL


Xylitol Canada Inc.

November 29, 2012 16:49 ET

Xylitol Canada Announces Private Placement for Up to C$2,000,000

TORONTO, ONTARIO--(Marketwire - Nov. 29, 2012) -

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Xylitol Canada Inc. ("Xylitol Canada", or the "Company") (TSX VENTURE:XYL) is pleased to announce that it has engaged Bayfront Capital Partners Ltd. (the "Agent") on a best efforts agency basis to complete a private placement of up to 10,000,000 units (the "Units") at a price of $0.20 per Unit for aggregate gross proceeds of up to $2,000,000 (the "Offering"). Each Unit shall be comprised of one common share and one-half of one common share purchase warrant (the "Warrants"). Each whole Warrant shall entitle the holder to acquire one additional common share at a price of $0.30 for a period of 24 months following the closing date of the Offering.

Pursuant to the Offering, the Agent will receive a commission equal to 8% of the gross proceeds of the Offering and payment of their reasonable expenses incurred in connection with the Offering.

Proceeds from the Offering will be used for working capital and general corporate purposes. The Offering is scheduled to close on or about December 12, 2012 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange (the "Exchange") and the securities regulatory authorities.

All securities issued pursuant to the Offering will be subject to a hold period of four months from the closing date of the Offering in accordance with the rules and policies of the Exchange and applicable Canadian securities laws and such further restrictions as may apply under foreign securities laws.

About Xylitol Canada Inc.

Xylitol Canada markets xylitol and xylitol based-products and is focused on becoming a major low-cost manufacturer of xylitol and related products, serving the global market from operations in North America.

Xylitol Canada's business strategy is to leverage novel proprietary technology and processes to become North America's premier manufacturer of low cost, high quality xylitol from readily available environmentally-sustainable biomass. Xylitol is an all-natural sweetener which is marketed globally including Canada and the United States and is accepted by the American Food and Drug Administration, the World Health Organization and the American Dental Association. Xylitol contains 75% less carbohydrates and 40% less calories than sugar, has a myriad of oral health benefits including the prevention of tooth decay and is safe for diabetics. To date, wider spread use of xylitol has been limited by the lack of a reliable, low cost, high quality supplier.

Statements in this release that are forward-looking are subject to various risks and uncertainties concerning the specific factors identified above and in the Company's periodic filings with the Ontario Securities Commission. Specifically, completion of the Offering of up to $2,000,000 is subject to a number of conditions, including but not limited to Exchange acceptance. There can be no assurance that the Offering will be completed as proposed or at all. Such information contained herein represents management's best judgment as of the date hereof based on information currently available. The Company does not intend to update this information and disclaims any legal liability to the contrary.

Neither TSX Venture Exchange Inc. 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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