TSXV-NEX symbol: LOY.H
ANCASTER, ON, Dec. 1 /CNW/ - Loyalist Group Limited ("Loyalist") is pleased to announce it has received conditional approval from the TSX-V, pursuant to a filing statement dated November 29, 2010 that describes the acquisition of all of the issued and outstanding shares of McKinsey International College The Language School Inc. ("McKinsey") by way of a reverse takeover (the "Acquisition"). A copy of this filing statement is available on the SEDAR website (www.sedar.com).
Closing of the Acquisition is subject to the previously announced terms and conditions of the share exchange agreement dated October 25, 2010. Loyalist will issue 22,666,667 common shares at a deemed price of $0.15 per share from treasury to the shareholders of McKinsey in exchange for all of the McKinsey outstanding shares. This will represent approximately 57% of the resulting issued and outstanding shares of Loyalist. Completion of the Acquisition is subject to a number of conditions, including the final approval of the TSX-V and shareholder approval. Loyalist intends on seeking shareholder approval by way of written consent of shareholders holding at least 50.1% of the issued and outstanding shares of Loyalist. There can be no assurance that the Acquisition will be completed as proposed or at all.
Details of the Acquisition are available through Loyalist's news release dated October 27, 2010 and in the filing statement, available at www.sedar.com. Subject to the conditions of closing, Loyalist expects to complete the Acquisition no later than December 31, 2010.
McKinsey is a private company that was incorporated on February 22, 2002 pursuant to the Business Corporations Act (Ontario). McKinsey is in the business of private education and provides educational services with an emphasis on teaching: (i) English as a second language; and (ii) professional development courses. McKinsey is run by experienced professionals in the private and public education field and is significantly involved in the recruitment and education of foreign students in Toronto.
Loyalist was incorporated pursuant to the Business Corporations Act (Alberta) on September 20, 1996. Loyalist completed its initial public offering by way of prospectus in April 1997 and commenced trading on the TSX-V in June 1997. Loyalist's common shares currently trade on the TSXV-NEX, with the trading symbol LOY.H.
Loyalist acquired an insurance brokerage and a provincially licensed property and casualty insurer in November 1997. Loyalist subsequently completed various acquisitions of insurance brokerages.
In the first quarter of 2008 Loyalist sold its insurance operations; thereafter, Loyalist's principal business became identification, evaluation and the acquisition of an interest in assets or businesses.
Loyalist is in the process of completing a private placement of a minimum of $300,000 up to a maximum of $700,000. The terms and conditions are as follows. Common shares will be issued at a deemed price of $0.15 with a full warrant at $0.225 for two years. Minimum 2,000,000 shares and maximum 4,666,667 shares will be issued at closing, which means total shares issued will be minimum of 44,857,969 shares and maximum of 50,191,303 upon completion of the proposed transaction.
This private placement is non-brokered, and the closing of the financing is subject to the completion of the RTO and listing on TSXV.
Completion of the transaction is subject to a number of conditions, including Exchange acceptance and Shareholder approval. The transaction cannot close until the required Shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement that was prepared in connection with the transaction, any information released or received with respect to the reverse takeover may not be accurate or complete and should not be relied upon. Trading the securities of Loyalist Group Limited should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
For further information: For further information:
Mr. Donald Coons, President & CEO
Loyalist Group Limited
(905) 648-8637 x 247