/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/
TSX Venture
Exchange
Symbol "LOY"
TORONTO,
Jan. 9, 2014 /CNW/ - Loyalist Group
Limited (the "Company") (TSXV: LOY) is pleased to announce
that it has entered into an agreement letter with Beacon Securities
Limited ("Beacon"), on its own behalf and on behalf of a
syndicate of underwriters, including Cormark Securities Inc. and
Paradigm Capital Inc. (together with Beacon and collectively, the
"Underwriters"), to purchase for resale to eligible
substituted purchasers, on a "bought deal" basis, an aggregate of
14,300,000 common shares (the "Common Shares") of the
Company 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"). Loyalist
will grant to the Underwriters an option to purchase up to an
additional 2,145,000 Common Shares (the "over-allotment
option"), exercisable in whole or in part, at any time until
the closing of the Offering. If the over-allotment option is
exercised in full, the aggregate gross proceeds to the Company will
be $11,511,500.
The Company intends to use the proceeds from the
Offering to support general working capital purposes and to provide
the base for potential accretive acquisition opportunities. The
Offering is expected to close on or about January 27, 2014.
The Company will pay the Underwriters a
commission equal to 6% of the gross proceeds from the sale of the
Common Shares. As additional compensation for their services, the
Underwriters will be entitled to receive compensation options
exercisable for 24 months following the closing of the Offering to
purchase a number of Common Shares of the Company equal to 5% of
the Common Shares sold pursuant to the Offering at a price per
Common Share equal to the Issue Price.
The Offering will be completed pursuant to
available exemptions from prospectus requirements under applicable
securities laws. The securities issued under the Offering will be
subject to restrictions on transfer, including a hold period ending
four months after issuance. The Offering remains subject to a
number of conditions, including, but not limited to, the execution
of subscription agreements with investors and the 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 (TSXV: 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, 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.
SOURCE Loyalist Group Limited