NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TSX Venture Exchange
TORONTO, Aug. 27, 2012 /CNW/ - Loyalist Group Limited (the "Company") (TSXV: LOY), an emerging consolidator of private English-as-a-second-language (ESL) schools, is pleased to announce that it has closed the non-brokered private placement of common shares that was announced on August 17, 2012 (the "Offering"). Under the Offering, which was significantly over-subscribed even after being increased by 25 per cent, the Company issued 25,000,000 common shares at a price of $0.20 per share for aggregate gross proceeds of $5,000,000.
Andrew Ryu, CEO of Loyalist Group Limited, commented, "Hundreds of millions of people in the world want to learn English, the language of business. They view a quality ESL education as a crucial investment and we intend to be their provider of choice. This financing allows us to continue our strategy of consolidating the fragmented ESL industry in Canada. Our goal is to maximize profitability by acquiring top-notch schools and wringing out synergies through cost cuts and increased revenues - a strategy we have already deployed with proven results."
The Company is also pleased to announce that Mr. Seymour Schulich, whose foundation participated in the private placement completed by the Company in June 2012, made a significant personal investment in the Company in the Offering.
Andrew Ryu, Ronald Binns and Martin Bernholtz, each of whom is a director of the Company, directly or indirectly subscribed for 1,000,000, 500,000 and 375,000 common shares under the Offering, respectively. The participation of these individuals in the Offering constitutes a related party transaction under Canadian Multilateral Instrument 61-101 ("MI 61-101"), but is otherwise exempt from the formal valuation and minority approval requirements of MI 61-101.
The Company anticipates that the proceeds of the Offering will be used to fund acquisitions and for general working capital purposes.
Pursuant to applicable Canadian securities laws, the common shares issued under the Offering will be subject to a four-month hold period from the time of closing of the Offering.
The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the final approval of the TSX Venture Exchange.
The securities offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful.
About Loyalist Group (TSXV: LOY)
Loyalist Group Limited owns and operates private English as a Second Language (ESL) schools both in Toronto and Vancouver. Run by experienced professionals in the private education sector, Loyalist Group provides educational services with an emphasis on teaching: (i) English as a Second Language courses for international students, (ii) training programs for teachers, commonly known as TESL, (iii) professional development courses, and (iv) corporate English for professionals.
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 Corporation's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Corporation'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 includes, but is not limited to, information with respect to 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 Corporation 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 Corporation 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 Corporation's announced acquisitions failing to close or becoming delayed before closing; the Corporation'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 Corporation 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 Corporation 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 Corporation 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 Corporation or persons acting on its behalf is expressly qualified in its entirety by this notice.
SOURCE: Loyalist Group Limited
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