Loyalist Group Limited

TSX VENTURE : LOY


Loyalist Group Limited

January 27, 2014 15:06 ET

Loyalist Completes Bought Deal Offering

TORONTO, ONTARIO--(Marketwired - Jan. 27, 2014) -

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Loyalist Group Limited (the "Company") (TSX VENTURE:LOY) is pleased to announce that it has completed its previously announced "bought deal" private placement of common shares (the "Common Shares"), pursuant to which the Company issued 14,300,000 Common Shares at a price per Common Share of $0.70 (the "Issue Price") for aggregate gross proceeds to the Company of $10,010,000 (the "Offering"). The Offering was led by Beacon Securities Limited ("Beacon"), and included Cormark Securities Inc. and Paradigm Capital Inc. (together with Beacon, the "Underwriters").

In connection with the Offering, Loyalist paid the Underwriters a cash commission equal to 6% of the gross proceeds from the sale of the Common Shares. As additional compensation for their services, the Underwriters received compensation options exercisable for 24 months following the closing of the Offering to purchase 715,000 Common Shares at a price per Common Share equal to the Issue Price.

Proceeds from the Offering will be used for working capital purposes, including funding of the Company student housing and franchise initiatives, and to fund further acquisitions and fuel earnings growth.

"We are very pleased with investor receptiveness to this offering," said Andrew Ryu, Chief Executive Officer of Company. "We believe that strong investor demand for this offering shows that investors have confidence in our business plan and want to be part of it. I am particularly gratified that in the past 20 months we have raised money five times, and each time at a higher per-share valuation than the last. I welcome our new shareholders and look forward to growng the business with them."

Pursuant to applicable Canadian securities laws, the securities issued under the Offering will be subject to a hold period until May 28, 2014.

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.

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Loyalist Group (TSX VENTURE:LOY)

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

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.

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 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 may include, but is not limited to, information with respect to the Offering and the proposed completion thereof, including the use of the net proceeds of the Offering, 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 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 related to any of the Company's announced acquisitions or securities offerings failing to close or becoming delayed before closing; the Company's ability to successfully implement and operate its franchising program; the Company'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 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 are expressly qualified in their entirety by this notice.

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