/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
TSX Venture Exchange
Symbol "LOY"
TORONTO, May 24, 2012 /CNW/ - Loyalist Group Limited ("Loyalist Group"
or the "Corporation") (TSXV: LOY) announced today a proposed non-brokered private placement of
up to a maximum of 15,000,000 common shares at a price of $0.10 per
share for aggregate gross proceeds of up to $1,500,000 (the
"Offering"). The Offering will be structured to provide for multiple
closings, with the first closing expected to occur on or about May 29,
2012.
The Corporation anticipates that the proceeds of the Offering will be
used for general working capital purposes and funding of potential
acquisitions.
Completion of the Offering is subject to certain conditions including,
but not limited to, the receipt of all necessary approvals, including
the approval of the TSX Venture Exchange and the securities regulatory
authorities.
Pursuant to applicable Canadian securities laws, the common shares
issued under each tranche of the Offering will be subject to a
four-month hold period from the time of closing of the applicable
tranche of the Offering.
The securities offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements. This press release shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any sale of
these securities in any State in which such offer, solicitation or sale
would be unlawful.
About Loyalist Group (TSXV: LOY)
Loyalist Group was re-listed on the TSX Venture Exchange on January 4,
2011 after completing the purchase of a 96.2% position in the
operations of McKinsey Education Group. Run by experienced
professionals in the private education sector, Loyalist Group provides
educational services with an emphasis on teaching: (i) English as a
Second Language, and (ii) professional development courses. Loyalist
Group has acquired four reputable privately run schools in Vancouver,
Canada and one agency in South Korea.
To receive corporate news updates send your email to lauren@chfir.com and mention "Loyalist News" on the subject line.
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
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.
