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NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S. 

Loyalist Group Limited (TSX VENTURE:LOY) announces that it has entered into an
agreement letter with Beacon Securities Limited ("Beacon") on its own behalf and
on behalf of other investment dealers (the "Underwriters") to purchase for
resale to eligible substituted purchasers, on a "bought deal" basis, an
aggregate of 5,000 unsecured subordinated convertible debentures at a face value
of $1,000 principal amount per debenture for aggregate gross proceeds to
Loyalist of $5,000,000. Loyalist will grant to the Underwriters an option to
purchase up to an additional $500,000 principal amount of debentures (the
"over-allotment option"). The Company will pay the Underwriters a commission
equal to 5% of the gross proceeds from the sale of the debentures. As additional
compensation for their services, the Underwriters will be entitled to receive
compensation options exercisable for 24 months following the closing date to
purchase a number of common shares equal to 5% of the common shares issuable
upon full conversion of the debentures sold pursuant to the offering at a price
per share equal to the conversion price of the debentures. The offering is
scheduled to close on or about December 5, 2013.


"This funding allows Loyalist to head into the new year with funds supporting
the Company's continued initiatives of negotiating accretive transactions and
then having the time to integrate its acquisitions in an orderly and efficient
manner", stated Andrew Ryu, CEO of Loyalist.


The convertible debentures will be in the principal amount of $5.0 million, will
bear interest at 7.5% payable in cash semi-annually in arrears on November 30
and May 31, commencing with May 31, 2014, will mature on November 30, 2018 and
will be convertible into common shares on the basis of one common share for each
$0.60 of principal amount converted (subject to standard anti-dilution
adjustments) (with accrued and unpaid interest payable in cash). The debentures
will not be redeemable for 3 years following the date of issue but will be
redeemable thereafter on not more than 60 days and not less than 30 days prior
notice at a price equal to the principal amount plus accrued and unpaid interest
to the date of redemption provided that the weighted average trading price of
the common shares on the TSXV during the 20 consecutive trading days ending on
the fifth trading day preceding the date on which notice of redemption is given
is not less than $0.75. The Company will have the right to purchase the
debentures for cancellation in the market or by private contract at any time
subject to regulatory requirements. On redemption or at maturity, provided that
no event of default has occurred and is continuing, the Company may, at its
option, on not more than 60 days and not less than 30 days prior notice, and
subject to regulatory approval, satisfy its obligation to pay the principal
amount of the debentures by issuing a number of common shares obtained by
dividing the principal amount which are to be redeemed or repaid by 95% of the
volume weighted average trading price of the common shares on the TSXV for the
20 consecutive trading days ending on the fifth trading day preceding the date
fixed for redemption or the maturity date (with accrued and unpaid interest to
such date to be paid in cash). The debentures will be direct unsecured
obligations of the Company ranking subordinate to all secured indebtedness and
to all liabilities except those which by their terms ranks equally with or
subordinate to the debentures. The debentureholders will have the right to
require the Company to repurchase their debentures, in whole or in part, at a
price equal to principal amount, plus accrued and unpaid interest, in the event
of a Change of Control. A "Change of Control" will be deemed to occur upon (i) a
change in voting control or direction of 50% or more of the common shares, or
(ii) the sale or other transfer of all or substantially all the consolidated
assets of the Company but will not include a sale, merger, reorganization or
other similar transaction if the previous holders of the common shares hold at
least 50% of the voting control in the merged, reorganized or other continuing
entity. The debentures will be issued under, and governed by, a trust indenture
to be entered into by the Company with a trustee. 


The proceeds of this debenture are to support general working capital purposes
and to provide the base for potential accretive acquisition opportunities. 


This news release shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful.


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. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
Andrew Ryu
Loyalist Group Limited
President and CEO
416-969-9800
aryu@loyalistgroup.com


David McAdam
Loyalist Group Limited
Vice President- Corporate Development
604-961-3513
dmcadam@loyalistgroup.com

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