Press release from Marketwire
Loyalist Group Ltd. Announces $11.0 Million Financing
Monday, April 01, 2013
Loyalist Group Ltd. Announces $11.0 Million Financing08:16 EDT Monday, April 01, 2013
TORONTO, ONTARIO--(Marketwire - April 1, 2013) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER IN THE UNITED STATES OF THE SECURITIES DESCRIBED HEREIN
Loyalist Group Ltd. (TSX VENTURE:LOY) ("Loyalist Group" or the "Company"), is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by Cormark Securities Inc. (collectively the "Underwriters") pursuant to which the Underwriters have agreed to purchase 11,112,000 common shares ("Common Shares") of the Company on a bought deal private placement basis at a price of $0.54 per Common Share (the "Underwritten Offering").
The Underwriters shall also have the option, exercisable at any time up to the closing of the offering, to purchase up to an additional 1,666,800 Common Shares at the issue price for additional gross proceeds of $900,072 (the "Over-Allotment Option", and together with the Underwritten Offering, the "Offering").
In addition, the Company plans to undertake a non-brokered private placement financing for up to 9,259,300 common shares at $0.54 per share (the "Non-Brokered Private Placement"). Insiders of the Company may participate in the Non-Brokered Private Placement and a portion of the Non-Brokered Private Placement may be subject to finders' fees.
The offering is scheduled to close on or about April 18, 2013 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange.
The net proceeds of the Offering will be used for increased sales and marketing activities, for working capital and general corporate purposes and for potential acquisitions.
The securities described herein have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States unless registered under the Act or unless an exemption from registration is available.
About Loyalist Group (TSX VENTURE: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.
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Caution Regarding Forward-Looking Information
This news release includes certain forward-looking statements within the meaning of Canadian securities laws including statements relating to the closing of the Offering and the use of proceeds of the Offering. 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 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 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 failing to close or becoming delayed before closing; 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 is expressly qualified in its entirety by this notice.
FOR FURTHER INFORMATION PLEASE CONTACT:
NEITHER THE TSX NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.Contact Information:
Loyalist Group Ltd.
Chief Executive Officer
(416) 977-9800 x225
Loyalist Group Ltd.
Chief Financial Officer
(416) 977-9800 x224