LOYALIST GROUP LIMITED ANNOUNCES DETAILS REGARDING ACQUISITION OF MCKINSEY
INTERNATIONAL COLLEGE THE LANGUAGE SCHOOL INC.

NEX:   LOY.H

ANCASTER, ON, Oct. 27 /CNW/ - Loyalist Group Limited ("Loyalist" or the "Corporation") is pleased to announce that it has entered into an arm's length share exchange agreement (the "Agreement") dated October 25, 2010 with McKinsey International College The Language School Inc. ("McKinsey"), pursuant to which Loyalist will, subject to a number of conditions, acquire up to all of the issued and outstanding securities of McKinsey.

About McKinsey

McKinsey is a private company that was incorporated on February 22, 2002 pursuant to the Business Corporations Act (Ontario) (the "Act").  McKinsey is in the business of private education and provides educational services, both in-class and online, with an emphasis on teaching: (i) English as a second language ("ESL"); (ii) college courses for professional training; (iii) high school courses; and (iv) professional development courses.

McKinsey is run by experienced professionals in the private and public education field and is significantly involved in the recruitment and education of foreign students in Toronto. 

McKinsey Corporate History and Structure

As indicated above, McKinsey was incorporated on February 22, 2002.  Its registered head office is located at 433 Yonge Street, Toronto, Ontario.

McKinsey is a private company with approximately 7 shareholders.  It is not a reporting issuer and its shares are not listed on any stock exchange.

McKinsey has 15,640,000 common shares issued and outstanding and has not issued any stock options, warrants, convertible or exchangeable securities or other rights to acquire securities to date.  The principal stakeholder of McKinsey is its Chief Executive Officer, Andrew Jong Soo Ryu, who directly or indirectly owns or controls approximately 63% of the issued and outstanding shares in McKinsey. Mr. Ryu presently resides in Toronto, Ontario.

Based on preliminary financial statements for McKinsey, the following are estimated results for the fiscal year ended December 31, 2009:  McKinsey had revenues of $1,010,007 and expenses of $997,399, resulting in a profit of $15,370.  In addition, as at December 31, 2009, McKinsey had total assets of $189,455, total liabilities of $341,693and a working capital deficit of $152,238. 

Summary of the Proposed Transaction

Loyalist and McKinsey entered into the Agreement on October 25, 2010, pursuant to which Loyalist will, subject to a number of conditions, acquire up to all of the issued and outstanding securities of McKinsey. Loyalist currently has 18,080,191 common shares issued and outstanding. 

Under the terms of the Agreement, all of the shareholders of McKinsey will exchange all of the common shares of McKinsey for common shares of Loyalist.  Each McKinsey shareholder will receive 1.44927538363 common shares of Loyalist for each share of McKinsey that they hold.   The purchase price for McKinsey shares will be three million, four hundred thousand dollars ($3,400,000) and will be satisfied by the issuance of approximately 22,666,667 Loyalist common shares at a deemed price of $0.15 per common share.  Upon the issuance of Loyalist common shares to McKinsey shareholders, McKinsey shareholders will, in the aggregate, own approximately fifty six percent (56%) of Loyalist.

Andrew Ryu of Toronto, Ontario is considered a control person of McKinsey holding 63% of the McKinsey shares and will hold approximately 36% of the resulting issuer.

Ken MacQueen of Ottawa, Ontario is a 21% shareholder in McKinsey and will hold approximately 12% of the resulting issuer.

The closing of the Transaction with McKinsey is subject to a number of conditions, including the following:

1. receipt of all required regulatory approvals, including the approval of the Exchange;
2. completion of all due diligence reviews by each of Loyalist and McKinsey;
3. receipt of written approval from Loyalist shareholders owning, in the aggregate, a minimum of 50.1% of the issued and outstanding securities of Loyalist; and
4. receipt of director and any other approvals as may be required under applicable laws or regulatory policies, including those of the Exchange.

Following completion of the Transaction, the Board of Directors of the Corporation will consist of Andrew Ryu, Jay Vieira and Donald Coons.

Andrew Ryu- CEO and Chair of the Board

Mr. Ryu has been a member of Ontario College of Teachers, with qualifications in both intermediate and senior grades for math and science.  Mr. Ryu completed his B.Sc. at McMaster University, followed by graduate study in Education at University of Toronto. From 1997 to 2005, Mr. Ryu was co-founder and CEO of the Toronto Learning Academy Inc. (the "TLA"), which grew into Toronto Academic School (the "TAS"), the Toronto Business College (the "TBC"), the Canadian International College of Business and English (the "CCE") and the Toronto College of Diamond Institute (a private vocational college offering diploma programs).  From 2005 to 2008, he was president of business development of the Archer Education Group, which had sites in Toronto, Vancouver, Hamilton, Ajax, and Beijing in China. Since February 2009, Mr. Ryu has been the Chief Executive Officer of McKinsey.

Jay Vieira - Board of Director

Mr. Vieira is, and has been since 2006, a partner with the law firm of Fogler, Rubinoff LLP in Toronto, Ontario. Prior to that and since 2000, Mr. Vieira was an associate with Sui & Pathak, Sui & Company and Himlefarb, Prozanski as well as being as sole practitioner. Mr. Vieira focuses on the area of securities and corporate finance. Mr. Vieira is a member of the Canadian and Ontario bar associations and the Law Society of Upper Canada. Mr. Vieira was admitted to Ontario bar in 1999 after obtaining his LL.B. from the University of Windsor. Mr. Vieira holds a B.A. (Hons.) in Humanities from McMaster University. It is anticipated that Mr. Vieira will devote 10% of his time to the affairs of the resulting issuer. Mr. Vieira has not, and it is not anticipated that, on the completion of the Transaction, he will enter into a non-disclosure and non-competition agreement with the resulting issuer.

Donald W. Coons - Director

Donald W. Coons is the president, CEO, CFO, and a director of Loyalist Group Limited, a TSXV listed company, since December 12, 1996.  Mr. Coons was president of Loyalist Insurance Brokers Limited from 1988 until its amalgamation with The Loyalist Insurance Group Limited on January 1, 2008.

Mr. Coons has also served as a director of Loyalist since 2006. Mr. Coons previously served as a director of Shelbourne Properties I, Inc., Shelbourne Properties II, Inc., and Shelbourne Properties III, Inc. three real estate investment trusts listed on the AMEX in New York from 2001 to 2002. Mr. Coons was employed with Cargill Inc., of Minneapolis, Minnesota from 1986 to 1988 as an international currency and bond trader.  Mr. Coons received an A.B. in economics from Princeton University.

Upon completion of the Transaction, the Corporation will have approximately 40,746,858 common shares outstanding.  Mr. Ryu will own or control approximately 36% of the issued and outstanding shares of the Corporation post-closing of the Transaction.

Caution Concerning Forward-Looking Statements

Some statements in this press release contain forward-looking information within the meaning of applicable Canadian securities legislation.  These statements include, but are not limited to, statements with respect to the entering into of agreements, the closing of transactions and the expenditure of funds.  These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by the statements.  Such factors include, among others, the timing of transactions, the ability to fulfill certain conditions, the ability to raise funds, general business, economic, competitive and political uncertainties and the timing and amount of expenditures.  Neither the Corporation, nor McKinsey undertakes to update any forward-looking information, except in accordance with applicable securities laws.

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For further information:

Mr. Donald W. Coons
President, CEO and CFO of Loyalist Group Limited
[phone] x 247