/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
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this release.
SOURCE Andrew Ryu
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