TORONTO, ONTARIO -- (Marketwired) -- 05/10/13 -- Xylitol Canada Inc. (the "Company" or "Xylitol Canada") (TSX VENTURE: XYL), today announced that its board of directors (the "Board") has approved the amending and restating of the Company's by-laws to introduce an advance notice requirement in connection with shareholders intending to nominate directors in certain circumstances (the "Advance Notice Procedures").
The Advance Notice Procedures set forth a procedure requiring advance notice to the Company by any shareholder who intends to nominate any person for election as director of the Company other than pursuant to (i) a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (Ontario) (the "OBCA"), or (ii) a shareholder proposal made pursuant to the provisions of the OBCA. Among other things, the Advance Notice Procedures set a deadline by which such shareholders must notify the Company in writing of any intention to nominate directors prior to any meeting of shareholders at which directors are to be elected and set forth the information that the shareholder must include in their notice for it to be considered valid.
The Advance Notice Procedures provide a clear and transparent process for all shareholders to follow if they intend to nominate directors. In that regard, the Advance Notice Procedures provide a reasonable time frame for shareholders to notify the Company of their intention to nominate directors and require shareholders to disclose information concerning the proposed nominees that is mandated by applicable securities laws.
In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 and not more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement.
In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Company must be made not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.
The Advance Notice Procedures is effective immediately and will be placed before shareholders for ratification at the upcoming annual meeting of shareholders of the Company (the "Meeting") to be held on June 20, 2013.
The Advance Notice Procedures are in effect until confirmed, confirmed as amended or rejected by shareholders at the Meeting and, if confirmed at the Meeting, the Advance Notice Procedures will continue in effect in the form in which they were so confirmed.
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.
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.
Xylitol Canada Inc.
Vice President, Sales & Marketing
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