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TSX Venture Exchange
TORONTO, June 4, 2012 /CNW/ - Loyalist Group Limited (the "Company") (TSXV: LOY) is pleased to announce that it has closed the non-brokered private placement of common shares that was announced on May 24, 2012 (the "Offering"). Under the Offering, which was over-subscribed, the Company issued 20,000,000 common shares at a price of $0.10 per share for aggregate gross proceeds of $2,000,000.
The Company is also pleased to announce that both Seymour Schulich and the Hon. James S. Peterson P.C. have invested substantial amounts in the Offering, which the Company believes represents significant investor validation of the Company's business model, leadership and recent success.
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.
Andrew Ryu and Martin Bernholtz, each of whom is a director of the Company, directly or indirectly subscribed for 1,000,000 and 1,900,000 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 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.
The Company is also pleased to announce that, in connection with his investment in the Offering, Mr. Ron Binns has been appointed as an independent director of the Company. Mr. Binns is currently a director of GMP Capital Inc. and is the Chief Financial Officer of Nevada Capital Corporation Ltd., a private investment company of which Mr. Schulich is Chief Executive Officer. In addition, from 1989 to 2002, Mr. Binns served as the Chief Financial Officer of Franco-Nevada Mining Corporation Ltd. Mr. Binns obtained his Chartered Accountancy designation with Coopers & Lybrand in 1984, has lectured extensively for the B.C. Institute of Chartered Accountants and the "Big Four" accounting firms, and has served as a director on the boards of several public and private companies.
"We are excited and honoured to have Ron join our board" said Andrew Ryu, CEO of the Company. "Ron brings tremendous experience and vision to the company, and we believe that he will be a key factor in the growth and continued success of the company."
In addition, in connection with his investment in the Offering, the Company intends to nominate the Hon. James S. Peterson P.C. to the board of directors of the Company at its next annual meeting of shareholders. Mr. Peterson has served in the Government of Canada as Minister of International Trade, Secretary of State (International Financial Institutions), and Chair of the House of Commons Standing Committee on Finance. The Company believes Mr. Peterson's extensive international experience will serve the Company well in its global industry.
The Company expects to provide notice of the date of the shareholders meeting in the coming weeks.
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 TESOL, (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.
For further information:
Loyalist Group Limited
T: (416) 977-9800 x225
E: [email protected]