Loyalist Group Limited

Loyalist Group Limited

May 16, 2013 09:01 ET

Loyalist Signs Definitive Agreement to Acquire Urban International School

TORONTO, ONTARIO--(Marketwired - May 16, 2013) -


Loyalist Group Limited ("Loyalist") (TSX VENTURE:LOY) is pleased to announce that it has entered into a definitive agreement for the acquisition of Urban International School ("UIS"), a licensed University and College Transfer credit school based in Toronto. UIS has a permit to recruit Chinese students directly.

UIS, which has been in operation for two years, had revenue of $600,000 in the most recent 12-month period. Loyalist will pay $286,000 for UIS. Of the total, $236,000 is payable in shares at $0.59 per share. In addition, on closing Loyalist will issue a promissory note to the vendor in the amount of $50,000. The acquisition is expected to close on or about May 22, 2013.

"Although small, this school fills an important hole in our portfolio of schools as it opens the enormous Chinese market up to us for the first time. The growth opportunity is huge. In addition, we can feed existing UIS students into our university and college Programs." said Loyalist CEO Andrew Ryu. "We expect the acquisition to be accretive to earnings immediately upon closing, and we're pleased to welcome the school's owner as a colleague and fellow shareholder."

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.

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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