Press release from TheNewswire.ca
Loyalist Group Limited to Acquire WTC Toronto
Tuesday, September 13, 2011
Toronto, Ontario - September 13th 2011 - Loyalist Group Limited ("Loyalist" or the "Corporation") (TSXV: LOY) today announced that it has signed a definitive agreement to acquire all of the issued and outstanding securities of Western Town College Toronto ("WTC").
WTC Toronto is the sister school of WTC Vancouver for which the Corporation already has an acquisition agreement in place (Loyalist news release of September 9th 2011). WTC is in the business of teaching English as a Second Language (ESL), Teacher Training, Business, and TOEFL courses, Interpretation/Translation classes, including, for the more advanced students, a range of diploma programs which will help prepare them for future careers. Current enrolment for WTC Toronto stands at over 180 students, which combined with other Loyalist Group schools, will boost nationwide enrolment to over 1,100 students. WTC is also accredited by Languages Canada.
Andrew Ryu, CEO of Loyalist Group Limited commented, "We expect the WTC schools, our fourth and fifth acquisition to date, to integrate into Loyalist's model seamlessly and at the same time elevate the Loyalist brand for ESL education internationally. The synergies gained by having a second school in Toronto should lead to improved profitability for Loyalist as a whole."
Under the terms of the definitive agreement, Loyalist will purchase WTC Toronto for an aggregate purchase price of $500,000 satisfied as to:
(a) $300,000 to be paid in cash to WTC Toronto as follows:
(i) $50,000 on the closing date;
(ii) $100,000 on of the 6th month anniversary of the closing date; and
(iii) $50,000 on the 12th month anniversary of the closing date; and
(iv) $100,000 on the 18th month anniversary of the closing date.
(b) The balance, being $200,000, will be satisfied through the issuance of 1,000,000 common shares in the capital of the Corporation at a deemed price of $0.20 per share. The issuance of the common shares is subject to regulatory approval, and the common shares will be subject to a statutory four-month hold period from the closing date.
Loyalist will pay the cash portion of the purchase price from currently available funds. Closing of the WTC Toronto acquisition is scheduled for October 14, 2011, or such other date upon which the parties may mutually agree.
About Loyalist Group Limited
Listed on the TSX Venture since January 4th 2011, Loyalist Group Limited (TSXV: LOY) owns and operates private education schools both in Toronto and Vancouver offering (i) English as a Second Language (ESL) Courses for international students; (ii) Training programs for teachers, commonly known as TESL; (iii) Professional Development Courses; and (iv) Corporate English for Professionals.
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This news release contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "anticipated", "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 state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Loyalist Group Limited is subject to significant risks and uncertainties which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward looking statements contained in this release. Loyalist Group Limited cannot assure investors that actual results will be consistent with these forward looking statements and Loyalist Group Limited assumes no obligation to update or revise the forward looking statements contained in this release to reflect actual events or new circumstances.
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