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Press release from

Loyalist Group Limited Announces Convertible Debenture Financing with Global Maxfin

Monday, January 30, 2012

Loyalist Group Limited Announces Convertible Debenture Financing with Global Maxfin 08:30 EST Monday, January 30, 2012(via Toronto, Ontario - January 30th 2012 - Loyalist Group Limited ("Loyalist" or the "Corporation") (TSX Venture Exchange: LOY), today announced that it has entered into an engagement agreement with Global Maxfin Capital (the "Agent") to issue an aggregate principal amount of up to $3,000,000 of 10% secured convertible debentures (the "Convertible Debentures") to arm's length investor(s). The Convertible Debentures shall mature on the date that is three( 3) years from date of issue ("Maturity Date"). The principal amount on the Convertible Debentures will be convertible, at the option of the holder, into common shares of Loyalist at a price of $0.16 per common share (the "Conversion Price") for a period of 3 years from date of issue. The Converticle Debentures can be redeemed by the Corporation at any time after a period of two (2) from date of issue. The Convertible Debentures will have a maturity date of thirty-six (36) months from the date of issue, will bear interest at a rate of 10% per annum calculated annually but payable quarterly on August 31st, November 30th and February 28th in each year commencing May 31st 2012. The Convertible Debentures will be convertible into common shares of the Corporation at the Conversion Price at the option of the holder at any time prior to the Maturity Date and the business day immediately preceding the date specified by the Corporation for redemption of the Convertible Debentures. The Corporation intends to use the proceeds raised to satisfy payment commitments for acquisitions made and previously announced, as well as for new acquisitions and the remaining to be used for working capital. To date, Loyalist Group Limited has pursued an aggressive growth strategy to consolidate Canadian ESL schools under the Loyalist brand which now encompasses: McKinsey International College The Language School Inc. (Toronto); Universal College of Language (Vancouver); Western Town College and Western Town Business College (Vancouver); PGIC Vancouver and PGIC Career College (Vancouver). Loyalist's acquisition strategy is based on the following criteria: i) certifications and accreditations, ii) consolidation of G&A expenses, iii) the ability to expand presence in Canada and increase enrollment and iv) profitability. Commission payment to Global Maxfin shall be comprised of 7% of the gross proceeds raised from the Convertible Debenture from subscribers who are not on the "President's List", and shall be payable in cash on the Closing Date. As additional compensation, the Agent will be issued, subject to regulatory approval, non-transferrable compensation warrants ("Compensation Warrants") entitling the Agent to subscribe for that number of Common Shares equal to 7% of the aggregate principal amount of Convertible Debentures sold to subscribers not on the "President's List", divided by $0.16 per share. Such Compensation Warrants shall have a term of twenty-four (24) months from the Closing Date. The fee to the Agent in respect of the gross proceeds raised from subscribers identified and agreed by the Corporation and the Agent as being "President's List" subscribers shall be 3.5% of such proceeds, and as additional compensation the Agent shall receive Compensation Warrants entitling it to subscribe for that number of Common Shares equal to 3.5% of the aggregate principal amount of Convertible Debentures sold to subscribers on the "President's List", divided by C$0.16 per share. About Loyalist Group Limited Listed on the TSX Venture since January 5th 2011, Loyalist Group Limited (TSXV: LOY) owns and operates private education schools both in Toronto and Vancouver 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. To receive corporate news updates send your email to and mention 'Loyalist News' on the subject line. For further information, please contact: ---------------------------------------------------------------- |Andrew Ryu |Cathy Hume |Lauren Clarke | |Loyalist Group |CHF Investor Relations|CHF Investor | |Limited |CEO |Relations | |CEO |T: (416) 868-1079 x231|IR Associate | |T: (416) 977-9800 |E:  |T: (416) 868-1079| |E: |  |x241 | || |E: | | | | | | | | | | | |  | ---------------------------------------------------------------- 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, in accordance with the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995, the Corporation notes that some statements in this news release look forward in time based on assumptions, uncertainties and management's best estimates of future events, and involve risks and uncertainties that may affect the Corporation`s actual results of operations. The following important factors, among others that are discussed in Corporation filings, could cause actual results to differ materially from those set forth in the forward-looking statements such as, but not limited to risks related to any of the Corporation`s announced acquisitions failing to close or becoming delayed before closing; reliance on the South Korean contract since it provides the majority of existing revenues; dealings in international jurisdiction where Canadian laws do not apply; any loss of certain key personnel; levels of students enrolment; delays in rolling out the online education programs may cause loss of market share; factors affecting ability to successfully compete amongst range of education options available in market; and currency fluctuations versus the Canadian dollar (i.e. South Korean won); and any detrimental affects upon the ``McKinsey`` brand. Important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements are detailed from time to time in Loyalist Group Limited's periodic reports filed with the Ontario Securities Commission and other regulatory authorities. Loyalist Group Limited has no intention or obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise. Copyright (c) 2012 - All rights reserved.