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TSX Venture Exchange
TORONTO, Jan. 9, 2014 /CNW/ - Loyalist Group Limited (the "Company") (TSXV: LOY) is pleased to announce that it has entered into an agreement letter with Beacon Securities Limited ("Beacon"), on its own behalf and on behalf of a syndicate of underwriters, including Cormark Securities Inc. and Paradigm Capital Inc. (together with Beacon and collectively, the "Underwriters"), to purchase for resale to eligible substituted purchasers, on a "bought deal" basis, an aggregate of 14,300,000 common shares (the "Common Shares") of the Company at a price per Common Share of $0.70 (the "Issue Price") for aggregate gross proceeds to the Company of $10,010,000 (the "Offering"). Loyalist will grant to the Underwriters an option to purchase up to an additional 2,145,000 Common Shares (the "over-allotment option"), exercisable in whole or in part, at any time until the closing of the Offering. If the over-allotment option is exercised in full, the aggregate gross proceeds to the Company will be $11,511,500.
The Company intends to use the proceeds from the Offering to support general working capital purposes and to provide the base for potential accretive acquisition opportunities. The Offering is expected to close on or about January 27, 2014.
The Company will pay the Underwriters a commission equal to 6% of the gross proceeds from the sale of the Common Shares. As additional compensation for their services, the Underwriters will be entitled to receive compensation options exercisable for 24 months following the closing of the Offering to purchase a number of Common Shares of the Company equal to 5% of the Common Shares sold pursuant to the Offering at a price per Common Share equal to the Issue Price.
The Offering will be completed pursuant to available exemptions from prospectus requirements under applicable securities laws. The securities issued under the Offering will be subject to restrictions on transfer, including a hold period ending four months after issuance. The Offering remains subject to a number of conditions, including, but not limited to, the execution of subscription agreements with investors and the approval of the TSX Venture Exchange.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Loyalist Group (TSXV: LOY)
Loyalist Group Limited owns and operates private English as a Second Language (ESL) Schools, Career Colleges and Community Colleges in Toronto, Vancouver, Victoria and Halifax.
Neither the TSX Venture Exchange 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.
This news release includes certain forward-looking statements within the meaning of Canadian securities laws. Such forward-looking information and statements are not representative of historical facts or information or current condition, but instead represent only the Company's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company's control. Generally, such forward-looking information or statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information contained herein may include, but is not limited to, information with respect to the Offering and the proposed completion thereof, prospective financial performance, anticipated capital funding and sources, proposed or potential acquisitions, estimated operating and sales costs, estimated market drivers and demand, business prospects and strategy, new markets for growth and financial position. By identifying such information and statements in this manner, the Company is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such information and statements. Any number of important factors could cause actual results to differ materially from these forward-looking statements as well as future results, including but not limited to: risks related to any of the Company's announced acquisitions or securities offerings failing to close or becoming delayed before closing; the Company's ability to successfully implement and operate its franchising program; the Company's reliance on its South Korean contract; carrying on business and activities in international jurisdiction where Canadian laws do not apply; any loss of certain key personnel; levels of student enrolment; delays in rolling out the online education programs; competition in the educational services market; and currency fluctuations. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information and statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. Accordingly, readers should not place undue reliance on any forward-looking information or statements contained in this press release. The forward-looking information contained in this press release is made as of the date hereof, and the Company does not undertake to update any forward-looking information that is contained or referenced herein, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws. All subsequent written and oral forward looking information and statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this notice.
SOURCE: Loyalist Group Limited
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