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Press release from CNW Group

Loyalist Group Signed Definitive Agreement with Cornerstone in Toronto

Monday, September 24, 2012

Loyalist Group Signed Definitive Agreement with Cornerstone in Toronto09:25 EDT Monday, September 24, 2012TSX Venture Exchange - Symbol "LOY"TORONTO, Sept. 24, 2012 /CNW/ - Loyalist Group Limited (TSXV: LOY), is pleased to announce that the company has signed a definitive agreement with Cornerstone Academic College of ESL, Teacher Training and Test Preparation Inc. ("Cornerstone").Cornerstone is a globally recognized English as a Second Language school operating in Toronto for the past 12 years. It earned revenues of approximately $3 million in the fiscal year ended October 31, 2011. Revenue from November 1, 2011 to August 31, 2012 was approximately $3.3 million, generated from average monthly enrollment of over 300 students. Cornerstone is an accredited member of Languages Canada."Cornerstone is an excellent fit for us," said Andrew Ryu, CEO of Loyalist Group. "It's growing and profitable, and we expect both revenue and profit growth to accelerate once we've applied our proven integration model. And because Cornerstone's students tend to come mostly from Latin America, this acquisition has the added benefit of diversifying our student mix."Mr. Ryu added: "This is our sixth acquisition in the past 18 months and we view it as another important step to turning Loyalist into the market leader in this wonderful industry. We continue to see many opportunities to consolidate the market and create tremendous value for shareholders."Purchase details: The transaction is expected to close on or about September 30th, 2012, subject to satisfaction of all conditions of closing and receipt of all required regulatory approvals, including the approval of the TSX Venture Exchange.Loyalist will pay $1.75 million for Cornerstone. Of the total, $1.55 million is payable in cash in two installments. The first $1.25 million is due at the closing of the transaction, and the balance of $300,000 is due twelve months after closing, subject to adjustment. The remaining $200,000 of the purchase price will be satisfied through the issuance of 540,540 common shares of Loyalist at a price of $0.37 per share. The shares issued to the vendors will be escrowed for 12 months and released in equal quarterly installments, subject to adjustment.About Loyalist Group LimitedListed 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 Courses for international students; (ii) Training programs for teachers, commonly known as TESL; (iii) Professional Development Courses; and (iv) Corporate English for Professionals.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 StatementsThis news release, in accordance with the Safe Harbour 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 effects 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.SOURCE: Loyalist Group LimitedFor further information: Andrew RyuLoyalist Group Limited CEO T: (416) 977-9800 x225 E: aryu@loyalistroup.com  Nadine DesruisseauxLoyalist Group Limited Investor Relations T: (647) 202-5292 E:ndesruisseaux@loyalistgroup.com