KGIC Inc.
TSX VENTURE : LRN

December 21, 2015 08:32 ET

KGIC Announces Changes to Senior Management and Board

TORONTO, ONTARIO--(Marketwired - Dec. 21, 2015) - KGIC Inc. ("KGIC" or the "Company") (TSX VENTURE:LRN) announces that it has effected changes to its senior management and Board of Directors (the "Board") effective immediately. The Company has (i) appointed Dr. Alex MacGregor as President and Chief Executive Officer, (ii) appointed Dr. Alex MacGregor, Martin Bernholtz, Shan Padda and Geoffrey Smith to the Board, with Geoffrey Smith assuming the role of Chairman of the Board, (iii) has accepted resignations from each of Shant Poladian, Salim Maherali, James Peterson, Ronald Schwarz and Shawn Klerer as directors of the Company, and (iv) has accepted Shant Poladian's resignation as Chairman and Chief Restructuring Officer of the Company. In addition, Shawn Klerer has stepped down as President and Chief Executive Officer of the Company and will instead assume the role of Chief Operating Officer of the Company.

Dr. MacGregor is the President, founder and majority shareholder of the Toronto Institute of Pharmaceutical Technology, which was formed in 1992. He brings extensive experience with international students and strong academic affiliations in Canada. Dr. MacGregor recognizes the importance of English as Second Language (ESL) education market opportunity and plans to improve those services using the Company's infrastructure to provide first in class service in Canada. He is currently working with the Board on formulating a plan to both improve the financial strength and the services and offerings of the Company.

As previously disclosed in the press release dated December 14, 2015, the Company's viability and ability to continue as a going concern is dependent on securing additional capital and the Company has been actively seeking to raise such capital while continuing to consider other strategic alternatives. The Company believes that these changes to its senior management and Board may assist the Company with its ongoing efforts to raise sufficient capital to allow it to continue as a going concern. However, the Company cautions investors that there is no assurance that the Company will be able to successfully obtain financing or that any other strategic transaction can be successfully consummated. As stated in the Company's previous release, without additional funding the Company will likely be required to cease operations as of December 31, 2015.

About KGIC Inc.

KGIC owns and operates private English as a Second Language (ESL) Schools, Career Colleges and Community Colleges in Toronto, Vancouver and Victoria.

Forward-Looking Information and Statements

This news release includes certain forward-looking information and 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 includes information concerning the ability of Company to continue as a going concern. 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 relating to: the Company's ability to raise sufficient additional capital prior to December 31, 2015 in order to allow it to continue as a going concern on terms acceptable to the Company or at all; the Company's ability to service its outstanding indebtedness and the impact of that indebtedness on the Company's ability to raise additional capital, fund and maintain operations or meet business objectives; the Company's ability to comply with the terms of the amended forbearance agreement with Bank of Montreal and the consequences of any breach or default thereunder; the Company's ability to successfully exit forbearance; the fact that new management and directors of the Company, including the recently appointed Chief Executive Officer and Chairman, have had limited experience with the Company and its operations and have not had sufficient time to fully analyze all facets of the Company's business; the impact of negative or unfavourable rumours in the marketplace on the Company's brands and student enrollment; any of the Company's announced or proposed acquisitions failing to close or becoming delayed before closing; 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 online education programs; delays to the completion of any planned initiatives or the inability to complete those initiatives; 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 is expressly qualified in its entirety by this notice.

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.

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