Study English in Canada

Feb 7, 2014

TORONTO, ONTARIO--(Marketwired - Feb. 7, 2014) - Loyalist Group Limited ("Loyalist" or the "Company") (TSX VENTURE:LOY) is pleased to announce that it has closed the acquisition of Study English in Canada ("SEC"), a licensed English-as-a-second-language (ESL) school with campuses in Toronto and Vancouver. The acquisition also includes Upper Career College of Business & Technology campuses in Toronto and Vancouver. Pursuant to the terms of the purchase agreement, the total consideration payable by Loyalist for SEC was $5.5 million less deductions made on closing for certain working capital items. Of the amount paid to the vendors on closing, approximately $3.46 million was paid in cash or cash equivalents and $1.7 million was paid through the issuance of 2,575,757 Loyalist common shares at a per share price of $0.66, with 909,091 of such shares to be held in escrow for a period of 10 months following closing as security for certain post-closing adjustments. SEC has recorded consolidated revenues of approximately $9.5 million and net income of approximately $1.16 million in its most recent 12-month period. "We're pleased to welcome SEC's owners as Loyalist shareholders and colleagues. SEC's owners include one of the biggest student recruiting agencies in the world. We anticipate that our working relationship with this agency will expand considerably as a result of this acquisition," said CEO Andrew Ryu. About Loyalist 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. 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 includes, but is not limited to, information with respect to the completion of the proposed acquisition of SEC and UCCTB, the ability of the Company to incorporate the acquired businesses into its operations, 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 or proposed acquisitions failing to close or becoming delayed before closing; 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 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. Contact Information