Loyalist Announces Delay in Filing Its 2014 Annual Financial
TORONTO, ONTARIO--(Marketwired - April 30, 2015) - Loyalist Group Limited ("Loyalist" or the "Company") (TSX VENTURE:LOY) announces that it will not be able to file its annual financial statements, accompanying management's discussion and analysis and related CEO and CFO certifications for the financial year ended December 31, 2014 (collectively, the "2014 Annual Financial Statements"), within the period prescribed for the filing of such documents under Parts 4 and 5 of Regulation 51-102 respecting Continuous Disclosure Obligations and pursuant to Regulation 52-109 respecting Certification of Disclosure in Issuers' Annual and Interim Filings, namely within 120 days of year-end, being April 30, 2015. Loyalist is currently not in a position to timely file its 2014 Annual Financial Statements primarily as a result of recent health issues affecting its chief financial officer and the resulting additional time required for its auditors to complete the audit of the Company's annual financial statements. Loyalist's management and its board of directors are working expeditiously with the Company's auditors, on a daily basis, to meet the Company's obligations relating to the filing of the 2014 Annual Financial Statements. Loyalist is making every effort to file the 2014 Annual Financial Statements in a timely fashion and expects to file the 2014 Annual Financial Statements by May 7, 2015. As a result of the postponement in the filing of its 2014 Annual Financial Statements, Loyalist is in the process of making an application with the Ontario Securities Commission ("OSC") and other applicable securities regulators under National Policy 12-203 - Cease Trade Orders for Continuous Disclosure Defaults ("National Policy 12-203") requesting that a management cease trade order (an "MCTO") be imposed in respect of this late filing. If an MCTO is granted, an MCTO will prohibit the chief executive officer, the chief financial officer, and possibly the directors, other officers and other insiders of Loyalist, from trading in securities of Loyalist for so long as the 2014 Annual Financial Statements are not filed. The issuance of an MCTO does not generally affect the ability of persons who are not directors, officers or other insiders of Loyalist to trade in Loyalist's securities. There is no certainty that an MCTO will be granted. If an MCTO is not issued by the OSC, the applicable Canadian securities regulatory authorities could issue a general cease trade order against the Company for failure to file the 2014 Annual Financial Statements within the prescribed time period. The Company confirms that it intends to satisfy the provisions of the alternative information guidelines found at sections 4.3 and 4.4 of Policy Statement 12-203 respecting Cease Trade Orders for Continuous Disclosure Defaults for so long as it remains in default as a result of the late filing of the 2014 Annual Financial Statements. During the period of default, Loyalist will issue bi-weekly default status reports in the form of further press releases, which will also be filed on SEDAR. The Company confirms that there are no insolvency proceedings against it as of the date of this press release. The Company also confirms that there is no other material information concerning the affairs of the Company that has not been generally disclosed as of the date of this press release. About Loyalist Loyalist owns and operates private English as a Second Language (ESL) Schools, Career Colleges and Community Colleges in Toronto, Vancouver, Victoria and Halifax. 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 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 information relating to the Company's proposed student housing initiative and the financial impact of the transaction, if completed, on the Company and the spun-off housing business. 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 or proposed acquisitions or other transactions, including the transaction referenced in this news release, 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; the Company's ability to service its outstanding indebtedness and the impact of that indebtedness on the Company's ability to raise additional capital, fund operations or meet business objectives; 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. Contact Information Loyalist Group Limited David McAdam VP Corporate Development (604) 345-8763 dmcadam@loyalistgroup.com