Loyalist Group Limited

TSX VENTURE : LOY


January 10, 2013 08:53 ET

Loyalist Signs Definitive Agreement to Acquire Pan Pacific College

TORONTO, ONTARIO--(Marketwire - Jan. 10, 2013) -

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Loyalist Group Limited ("Loyalist") (TSX VENTURE:LOY) is pleased to announce that it has entered into a definitive agreement for the acquisition of Pan Pacific College ("PPC"), an English-as-a-second-language school based in Vancouver.

PPC had revenues of $2.7 million in the most recent 12-month period and has average monthly enrolment of over 200 students. Loyalist will pay $950,000 for PPC. Of the total, $300,000 is payable in cash. In addition, on closing Loyalist will issue a promissory note to the vendor in the amount of $150,000, with the remainder of the purchase price to be satisfied through the issuance of 1.25 million common shares. The acquisition is expected to close on or about January 31, 2013.

"This acquisition, our ninth in the past two years, fits our consolidation model very well," said Loyalist CEO Andrew Ryu. "We are paying approximately one third of total revenue and expect to quickly bring PPC's profitability in line with the rest of our schools. Given our operating leverage, most of the added profit from this acquisition should flow to the corporate bottom line. We expect to continue to demonstrate the benefits of our economies of scale in the New Year."

Completion of the transaction is subject to the approval of the TSX Venture Exchange.

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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