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Press release from Marketwire

Loyalist Signs Definitive Agreement to Acquire King George International College

Tuesday, September 03, 2013

Loyalist Signs Definitive Agreement to Acquire King George International College

08:30 EDT Tuesday, September 03, 2013

TORONTO, ONTARIO--(Marketwired - Sept. 3, 2013) - Loyalist Group Limited ("Loyalist") (TSX VENTURE:LOY) is pleased to announce that it has entered into a definitive agreement for the acquisition of King George International College ("KGIC") and King George International Business College ("KGIBC"), an accredited English-as-a-second-language (ESL) school and a career college with 8 campuses in Toronto, Vancouver, Victoria, and Halifax in Canada.

KGIC has revenues of $25.0 million in the most recent 12-month period. Loyalist will pay $13.5 million for KGIC, of which $9.5 million, subject to certain adjustments is due in cash at closing and $4,000,000 subject to certain defined post-closing adjustments, is payable by way of a non-interest bearing promissory note due on or about March 12, 2014. The acquisition is expected to close on or about September 12, 2013. Loyalist has sufficient cash to close this acquisition and therefore at this time no financing is required.

"This is more than our biggest acquisition to date, it's a transformative event for our company," said CEO Andrew Ryu. "First, it increases our revenue by approximately 40% and takes us to a size that cements our position as a preferred destination for international students that also attracts a bigger investor base. Second, this acquisition will demonstrate the scalability of our business model along with the ability to create both revenue and cost synergies. Now that our platform is strong enough to support big increases in revenues, we expect to see progressive and accretive profit growth as KGIC and subsequent acquisitions are integrated into the Loyalist platform. We expect this acquisition to more than double net income immediately as a starting point without taking into account implementing cost synergies and the anticipated acceleration of organic growth as a result of the size of this acquisition."

About KGIC

KGIC consists of three education brands and currently operates 8 campuses in Canada with a trained staff of over 230. King George International College ("KGIC") is committed to providing the highest level of academic training and customer service possible. Since 1996, KGIC has grown to become one of the largest and most reputable private language schools in Canada.

About Loyalist

Loyalist owns and operates private education schools in Toronto, Vancouver, and Victoria 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 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 or proposed 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.

FOR FURTHER INFORMATION PLEASE CONTACT:

Contact Information:
Loyalist Group Limited
David McAdam
VP Corporate Development
(604) 961-3513
dmcadam@loyalistgroup.com


Loyalist Group Limited
Anthony Durkacz
Investor Relations
(416) 720-4360
adurkacz@loyalistgroup.com

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