Chudleigh Ventures Inc. Announces Extension and Amended Terms to Its Letter of Intent to Complete a Business Combination With Xy
September 29 2009 - 4:53PM
Marketwired
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.
Contacts: Chudleigh Ventures Inc. Emlyn David President and CEO
(416) 840-5002 ejdavid@cangaplending.com Xylitol Canada Andrew Reid
President and CEO (416) 567-2331 areid2@rogers.com
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