Loyalist Group Limited

Loyalist Group Limited

August 31, 2015 07:00 ET

Loyalist Announces Forbearance Agreement Covenant Breach and Intention to Submit Revised Cash Flow Projection to Bank of Montreal

TORONTO, ONTARIO--(Marketwired - Aug. 31, 2015) - Loyalist Group Limited ("Loyalist" or the "Company") (TSX VENTURE:LOY) announces that on August 28, 2015, the Company received a notice of default letter from Bank of Montreal ("BMO") pertaining to a financial covenant breach in the Forbearance Agreement.

The letter provides notice that negative variances to the weekly and accumulative cash flows occurred during the weeks of August 12, 2015 and August 19, 2015. These negative variances between actual cash flow and the projected cash flows are in excess of the allowable maximum of $250,000 as per section 33(b) of the Forbearance Agreement. Management notes that the accumulative negative cash flow variance was rectified during the week ended August 28, 2015.

BMO has not taken any enforcement action in relation to the breach. The Company is currently working with BMO in order to submit a revised cash flow projection which management anticipates will be utilized by BMO during the forbearance period. The Company will issue a Press Release following completion of the revised cash flow projection and acceptance by BMO.

The revised cash flow projection to be submitted for the Forbearance Agreement is expected to incorporate cost savings outlined in the Optimization Plan and a lower revenue forecast as disclosed in the Company's Management Discussion & Analysis for the Second Quarter of 2015 (see pages 4 to 5 under the heading "Optimization Plan and Outlook").

"While the Company's cash expenditures have been tightly managed since we entered into Forbearance in late June 2015, the negative cash flow variances were primarily driven by weaker than anticipated collection of account receivables during August. We are accelerating our efforts to implement processes and controls designed to improve monitoring and collection of receivables as part of our Optimization Plan," said Shawn Klerer, Chief Executive Officer.

About Loyalist

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

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 proposed change of the Company's name and proposed changes to its operations and organizational structure. 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 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, including the breach referenced herein; the Company's ability to complete any proposed recapitalization or restructuring activities (including the Optimization Plan referenced herein) on terms acceptable to the Company or at all and the expected cost savings related thereto; the fact that new management of the Company, including the recently appointed Chief Executive Officer and Chief Financial Officer, 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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