XYL

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. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
Xylitol Canada Inc.
Matt Willer
Vice President, Sales & Marketing
(303) 991-1999
matt@xylitolusa.com

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