Edleun Group, Inc.
TSX VENTURE : EDU

Edleun Group, Inc.

May 10, 2011 21:46 ET

Edleun Group, Inc. Announces Completion of $25 Million Private Placement

CALGARY, ALBERTA--(Marketwire - May 10, 2011) -

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

Edleun Group, Inc. (TSX VENTURE:EDU) ("Edleun" or the "Corporation"), the leading consolidator and developer of childcare facilities across Canada, is pleased to announce that it has closed a previously announced private placement (the "Offering") of 22,730,000 common shares ("Common Shares") of the Corporation at a price of $1.10 per share for gross proceeds of $25,003,000 (the "Offering"). The Offering closed on May 10, 2011.

The Offering was conducted by a syndicate of agents led by Desjardins Securities Inc. and including Cormark Securities Inc., Clarus Securities Inc., Paradigm Capital Inc., Industrial Alliance Securities Inc. and Raymond James Ltd. (collectively, the "Agents"). The Agents received a cash commission equal to 5% of the gross proceeds of the Offering.

The net proceeds of the Offering will be used by Edleun to execute its strategy of acquiring and developing existing and new Canadian child care centres and for general working capital purposes.

The securities issued pursuant to the Offering will be subject to a hold period in Canada which expires on September 11, 2011.

Insiders purchased an aggregate of 5,086,455 Common Shares (or 22.38%) of the shares sold pursuant to the Offering for gross proceeds of $5,595,100.50.

As a result, the Offering is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction is exempt from the formal valuation and minority shareholder approval requirements set out in MI 61-101 because neither the fair market value of the securities being issued to the Insiders nor the consideration being paid by the Insiders in connection with the Offering exceeds 25% of the Corporation's market capitalization.

The board of directors of the Corporation did not establish a special committee to consider the participation of insiders in the Offering because the sales price for the Offering was determined through arm's length negotiations with the Agents retained and such participation did not materially affect control of the Corporation.

ABOUT EDLEUN GROUP, INC.

Edleun is the leading provider of high-quality, educational child care in Canada. The Corporation is committed to providing children, families and employers with access to, and choice of, quality early childhood education programs, helping Canadians balance their work and family lives.

The Corporation's objectives include the acquisition and improvement of existing child care centres and development of new child care centres across Canada. Edleun is also pursuing the development of new "state of the art" child care centres in a number of Calgary and Edmonton residential communities which are currently underserved.

FORWARD-LOOKING STATEMENTS

Certain statements in this release which are not historical facts may constitute forward-looking statements or forward-looking information within the meaning of applicable securities laws ("forward-looking statements"). Any statements related to the use of proceeds from the Offering described herein are forward-looking statements as are any statements relating to future events, conditions or circumstances. The use of terms such as "believes", "anticipated", "expected", "projected", "targeting", "estimate", "intend" and similar terms are intended to assist in identification of these forward-looking statements. Readers are cautioned not to place undue reliance upon any such forward-looking statements. Such forward-looking statements are not promises or guarantees of future performance or events and involve both known and unknown risks and uncertainties that may cause the actual results, performance, achievements or developments of Edleun to differ materially from the results, performance, achievements or developments expressed or implied by such forward-looking statements. Forward-looking statements are based on management's current plans, estimates, projections, beliefs and opinions.

The Corporation undertakes no obligation, except as required by law, to update publicly or otherwise any forward-looking information, whether as a result of new information, future events or otherwise. Many factors could cause the actual results of Edleun to differ materially from the results, performance, achievements or developments expressed or implied by such forward-looking statements.

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.

Contact Information

  • Edleun Group, Inc.
    Leslie Wulf
    Chief Executive Officer
    (403) 705-0362

    Edleun Group, Inc.
    Dale Kearns
    Chief Financial Officer
    (403) 705-0362

    Equicom Group, Inc.
    Nick Hurst
    (403) 218-2835