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CLV.P Canoe Mining Ventures Corp

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Share Name Share Symbol Market Type
Canoe Mining Ventures Corp TSXV:CLV.P TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

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

29/09/2009 9:53pm

Marketwired Canada


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.


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