chambers Monday, 01/12/15 08:26:07 AM Re: None Post # of 53 Loyalist to Acquire Second Agency in South Korea TORONTO, ONTARIO--(Marketwired - Jan. 12, 2015) - Loyalist Group Limited ("Loyalist", the "Company") (TSX VENTURE:LOY) is pleased to announce that it has entered into a definitive agreement to acquire Kim Okran International Studies Centre ("Kim Okran"), a South Korean-based student recruiting agency that provides information and registration services to South Korean students looking to study abroad, particularly in Canada. Kim Okran had consolidated revenue of $4.7 million and adjusted EBITDA of $0.9 million for the 12-month period ended December 2013. Kim Okran's revenue is based upon commissions earned on gross student tuition fees of approximately $20.0 million. "Building upon our recently completed acquisition of Uhak.com, the largest student recruiting agency in South Korea, the Kim Okran acquisition further enhances Loyalist's vertical integration strategy," said Chief Executive Officer Andrew Ryu. "By acquiring another one of our largest agency partners, we will be in a position to further reduce our direct costs of attracting students. The acquisition will also provide Loyalist with a strong source for growing its student population. We expect an annualized additional net benefit to Loyalist of approximately $2.1 million in the year following closing of the acquisition from increased student numbers and reduced marketing expenses. The Kim Okran team will make a fine addition to the Loyalist family." Loyalist will pay $4.65 million for Kim Okran, of which $3.9 million will be paid in cash, subject to certain closing adjustments, and $0.75 million will be paid through the issuance of 1,442,307 Loyalist common shares at a price of $0.52 per share, with 75% of such shares being held in escrow for a period up to 12 months following closing as security for certain defined post-closing adjustments. The parties expect to complete the transaction on or around January 27, 2015.