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RE:Loyalist Announces Delay in Filing Its 2014 Annual Financial

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https://www.marketwatch.com/story/loyalist-announces-delay-in-filing-its-2014-annual-financial-statements-2015-04-30-231732144

Loyalist Announces Delay in Filing Its 2014 Annual Financial Statements

Published: Apr 30, 2015 11:21 p.m. ET

TORONTO, ONTARIO, Apr 30, 2015 (Marketwired via COMTEX) -- Loyalist Group Limited ("Loyalist" or the "Company") (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.

Contacts:
Loyalist Group Limited
David McAdam
VP Corporate Development
[phone]
[e-mail]