Xylitol Canada Inc. Announces Brokered Private Placement

TORONTO, ONTARIO--(Marketwired - Nov. 9, 2015) - Xylitol Canada Inc. ("Xylitol Canada", or the "Company") (TSX VENTURE:XYL) is pleased to announce that the Company intends to raise aggregate gross proceeds of a minimum of CAD $1,000,000 and up to CAD $3,000,000 through a brokered private placement (the "Offering") led by Mackie Research Corporation (the "Agent"). Gross proceeds from the Offering will be used for working capital and general corporate purposes.

Pursuant to the Offering, the Company will issue up to 30,000,000 units (the "Units") at a price per Unit of $0.10. Each Unit will consist of one common share in the capital of Xylitol Canada (a "Common Shares") and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at a price per share of $0.15 for a period of 36 months from the date of issue.

At closing of the Offering, the Company will pay the Agent a cash commission equal to 8% of the aggregate gross proceeds raised under the Offering, as well as a non-transferable option, exercisable at any time up to 36 months following closing of the Offering, to purchase that number of Units as is equal to 8% of the Units issued pursuant to the Offering at a price per Unit of $0.10. Subject to the approval of the TSX Venture Exchange, the Company shall also pay the Agent a capital markets advisory and marketing fee pursuant to the terms of a consulting agreement to be entered into between the Agent and the Company on closing of the Offering.

The Company expects to close the Offering on or before November 25, 2015.

All securities issued pursuant to the Offering will be subject to a statutory hold period expiring four months and one day after closing of the Offering. Completion of the Offering is subject to a number of conditions, including, without limitation, entry into an agency agreement with the Agent for the brokered financing and receipt of all regulatory approvals, including approval of the TSX Venture Exchange.

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 a 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. For further information about the Company, please contact 1-866-995-9952, or by email at IR@xylitolusa.com.

Forward-Looking Information:

This press release contains forward-looking information that involve various risks and uncertainties regarding future events. Such forward-looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance of the Company, such as statements that the Company intends to undertake a brokered private placement financing and the anticipated use of proceeds. There are numerous risks and uncertainties that could cause actual results and the Company's plans and objectives to differ materially from those expressed in the forward-looking information, including: (i) adverse market conditions; (ii) the inability of the Company to complete the private placement at all or on the terms announced; (iii) the inability of the Company to enter into an agency agreement with Mackie Research; or (iv) the TSX Venture Exchange not approving the private placement. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, the Company does not intend to update these forward-looking statements

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.