Loyalist Group Limited

Loyalist Group Limited

April 23, 2013 17:53 ET

Loyalist Group Limited Completes Brokered Portion of Private Placement

TORONTO, ONTARIO--(Marketwired - April 23, 2013) -


Loyalist Group Limited (the "Company") (TSX VENTURE:LOY) is pleased to announce the closing of the brokered bought deal portion of its private placement of common shares that was initially announced on April 1, 2013 (the "Offering"). Under the brokered portion of the Offering which was led by Cormark Securities Inc. and included Clarus Securities Inc. (collectively, the "Underwriters"), the Company issued 12,778,800 common shares (inclusive of the full exercise of the over-allotment option) at a price of $0.54 per share for aggregate gross proceeds of $6,900,552. Under the Offering, consisting of both the brokered and non-brokered portion which closed on April 18, 2013, 24,453,365 common shares were issued for total gross proceeds of $13,204,817.

In connection with the brokered portion of the Offering, the Company paid a cash commission equal to 6% of the gross proceeds raised and issued to the Underwriters that number of warrants (the "Broker Warrants") equal to 5% of the number of common shares sold. Each Broker Warrant entitles the Underwriters to purchase one common share of the Company at a price per share equal to $0.54 for a period of 18 months following the date hereof.

The Company intends to use the proceeds of the Offering for increased sales and marketing activities, working capital and general corporate purposes and for potential acquisitions.

Pursuant to applicable Canadian securities laws, the securities issued on the date hereof will be subject to a hold period until August 24, 2013.

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 press release does not constitute an offer to sell or a solicitation to buy any of the aforementioned 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 law and may not be offered or sold in the United States unless registered under the U.S. Securities Act and applicable state securities laws or unless an exemption from such registration is available.

About Loyalist Group (TSXV: LOY)

Loyalist Group Limited owns and operates private English as a Second Language (ESL) schools in Toronto, Vancouver and Victoria. Run by experienced professionals in the private education sector, Loyalist Group provides educational services with an emphasis on teaching: (i) ESL courses for international students, (ii) training programs for teachers, commonly known as TESOL, (iii) professional development courses, and (iv) corporate English for professionals.

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 the use of 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 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 or securities offerings 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.

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