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TSX-V Information

Voluntary delisting from TSX Venture Exchange

Xcite announced on 16 September 2015 that it had applied for voluntary delisting of its ordinary shares from the TSX Venture Exchange (“TSX-V”). Xcite’s ordinary shares are currently listed for trading on the TSX-V and the AIM market of the London Stock Exchange (“AIM”).

The directors of the Company believe that the minimal trading activity of Xcite’s ordinary shares on the TSX-V no longer justifies the expense and administrative requirements associated with maintaining this dual listing, and that Xcite’s continuing AIM listing provides its shareholders with a sufficiently liquid market.

Subject to its application being accepted by the TSX-V, it is expected that the ordinary shares will be delisted from the TSX-V at the close of trading on 30 September 2015, with Xcite’s ordinary shares continuing to trade on AIM under the ticker “XEL”.

Implications of the delisting for shareholders on the Canadian register

Following delisting from the TSX-V, Xcite will be closing its Canadian share register and replacing it with a new share register in the British Virgin Islands (“BVI”) maintained by Computershare Investor Services (BVI) Limited (the “BVI Register”).

The Company’s Canadian share register will remain open until 30 November 2015, in order to enable shareholders and Canadian Depository for Securities (“CDS”) participants currently on the Canadian register to request, if they wish, to have depositary interests (“DIs”) in respect of their holdings issued to a broker/nominee within CREST, the United Kingdom (“UK”) settlement system.

Xcite is incorporated outside the UK and is listed on AIM in London.  Xcite uses DIs to enable electronic transfer and settlement within CREST for trading of its ordinary shares on AIM.

If CDS participants or shareholders on the Canadian register have not activated a DI issuance request by 30 November 2015, their holding will be automatically moved to a certificated holding on the BVI Register and they will be sent a new physical share certificate by Computershare BVI.  Canadian share certificates previously issued will become null and void at such time.  Following the delisting, shareholders wishing to trade their holdings not held in the form of DIs within CREST may encounter delays or additional expense.

Shareholders whose holdings are already held within CREST in the form of DIs, or who wish to receive new share certificates from the BVI Register need not take any action.

CDS participants or those with ordinary shares held by a broker within CDS, who wish to have DIs issued in respect of their holdings, should arrange for the CDS participant or broker to complete and submit a Computershare xSettle Electronic Instruction or the “Register Removal Request - CDS Withdrawals to UK Depositary Interests” form to Computershare Investor Services Inc. (the “Registrar”) for the issue of DIs to their broker/nominee in CREST.  Shareholders who hold their shares through a Canadian broker are encouraged to contact their broker to arrange for this to happen.

Registered shareholders with share certificates, who wish to have DIs issued in respect of their holdings, will need to open an account with a CREST broker/nominee and complete the “Register Removal Request – Canadian Certificate to UK Depositary Interests” form and submit it to the Registrar together with the original Canadian share certificate(s).  Alternatively, Canadian share certificates can be submitted to the CREST broker/nominee for them to arrange the issuance and deposit of the DIs into CREST.

Further information and guidance

Transfer forms can be located here: https://www-us.computershare.com/Investor/help/PrintableForms

and can also be downloaded using the following links:

Register Removal Request - CDS Withdrawals to UK Depositary Interests

Register Removal Request – Canadian Certificate to UK Depositary Interests

Shareholders are encouraged to contact Computershare Investor Services Inc., the Company’s Canadian share registrar, for any information about the delisting process on toll free: +1 (or +1 if dialling from outside Canada), or on +44 (0) for shareholders in the UK.

Following delisting from the TSX-V, Xcite’s ordinary shares and DIs will continue to be transferable without being subject to UK stamp duty.

Additional Note for Canadian shareholders

The Company is a designated foreign issuer as that term is defined in National Instrument 71-102 – Continuous Disclosure and Other Exemptions Relating to Foreign Issuers (“NI 71-102”).  The Company is subject to the regulatory requirements of AIM, and is exempt from certain continuous disclosure obligations under Canadian securities laws for as long as it continues to qualify as a “designated foreign issuer” and meet the requirements of NI 71-102.

Published : Wednesday, September 16, 2015 7:44 AM UTC