Loyalist Group Limited

TSX VENTURE : LOY


February 14, 2013 08:13 ET

Loyalist Closes Acquisition of Pan Pacific College

TORONTO, ONTARIO--(Marketwire - Feb. 14, 2013) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Loyalist Group Limited ("Loyalist" or the "Corporation") (TSX VENTURE:LOY) today announced that it has completed the previously announced acquisition of Pan Pacific College ("PPC"), an English-as-a-second-language school based in Vancouver.

The purchase price was $950,000. Of the total, $300,000 was paid in cash at the closing of the transaction, less outstanding liabilities, 1.25 million common shares of Loyalist, and the balance of the purchase price was satisfied by the issuance of a promissory note to the vendor in the amount of $150,000, subject to adjustment.

PPC had revenues of $2.7 million in the most recent 12-month period and has average monthly enrolment of over 200 students.

"This acquisition takes our annualized run-rate of revenue to over $20 million and should have an even bigger effect on our profitability," said Loyalist CEO Andrew Ryu. "We expect that as our business grows, the size of our acquisitions will increase."

About Loyalist

Loyalist owns and operates private education schools in Toronto, Vancouver, and Victoria offering (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.

About PPC

PPC is a privately owned, locally operated ESL (English as a Second Language) institute that has been in operation since 1988. PPC provides ESL program, Business English Program, University preparation program, and Translation and Interpretation program. PPC is a member of Languages Canada.

Forward-Looking Statements

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.

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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