/NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA OR OVER UNITED STATES WIRE DISTRIBUTION SERVICES/
TORONTO, June 8, 2012 /CNW/ - Andrew Ryu (the "Offeror"), the Chief Executive Officer of Loyalist Group Limited ("Loyalist") announced that on June 8, 2012 he acquired ownership of 3,802,899 common shares of Loyalist (the "Purchased Shares") pursuant to and in accordance with the terms of a privately negotiated agreement between the Offeror and the holder of such shares (the "Vendor"). The Purchased Shares are subject to the terms of an escrow agreement between the Vendor and Computershare Trust Company of Canada, which was entered into in connection with the reverse takeover transaction completed by Loyalist in December, 2010 (the "Escrow Agreement"), and will remain in escrow in accordance with the terms of the Escrow Agreement notwithstanding the acquisition thereof by the Offeror. The Purchased Shares were acquired for aggregate cash consideration of $65,000 plus such additional contingent consideration as may be agreed to by the parties. Prior to the acquisition of the Purchased Shares, the Offeror owned 13,643,927 common shares of Loyalist.
The Purchased Shares represent 5.26% of the outstanding common shares of Loyalist. Following completion of the acquisition of the Purchased Shares, the Offeror owns or controls 17,446,826 common shares of Loyalist, representing 24.12% of the issued and outstanding common shares of Loyalist on a non-fully diluted basis.
The common shares of Loyalist are listed on the TSX Venture Exchange.
The shares were purchased by the Offeror for investment purposes. The Offeror may in the future take such actions in respect of his holdings in Loyalist as he may deem appropriate in light of the circumstances then existing, including the purchase of additional common shares or other securities of Loyalist through open market purchases or privately negotiated transactions or the sale of all or a portion of the Offeror's holdings in the open market or in privately negotiated transactions to one or more purchasers, subject in each case to applicable securities laws.
The Purchased Shares were acquired by the Offeror pursuant to and in accordance with the terms of a privately negotiated agreement. The Purchased Shares are subject to the terms of the Escrow Agreement, and will remain in escrow in accordance with the terms of the Escrow Agreement notwithstanding the acquisition thereof by the Offeror and may not be transferred, sold assigned, mortgaged or otherwise dealt with in any way by the Offeror except as permitted under the terms of the Escrow Agreement.
The shares were acquired by the Offeror pursuant to the "accredited investor" exemption from the registration and prospectus requirements.
The Offeror has filed a report under National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
For further information:
and to obtain a copy of such report, please contact:
c/o Loyalist Group Limited
2040 Yonge Street, 3rd Floor
Toronto, Ontario M4S 1Z9