KGIC Announces Firm Commitments for Initial Closing of Preferred Share Offering - Seite 2

• If $3 million is raised under the Offering, a total of 37,500,000 million common share purchase warrants will be issued (125 warrants per Unit x 300,000 Units).
• Each whole Warrant will entitle the holder to acquire one common share of the Company at a price of CDN$0.05 per share for a period of 36 months following the closing of the Offering.
• If at any time following the one year anniversary of the closing of the Offering, the closing price (or the average of the 'bid' and the 'ask', if not traded) of the common shares of the Company exceeds CDN$0.25 per share for a period of 20 consecutive trading days, the Company may in its sole discretion elect to accelerate the expiry of the Warrants to the date that is 20 trading days after the date of issuance of a news release announcing the new expiry date.

In connection with the Offering, the Company may pay finder's fees to certain arm's length finders in amounts determined by the board of directors of the Company, which fees may, subject to all necessary approvals, be paid in cash or shares of the Company.

Completion of the Offering is subject to certain conditions including, but not limited to, the approval of the TSX Venture Exchange and the securities regulatory authorities. All securities issued by the Company in connection with the Offering will be subject to a statutory four month hold period.

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About KGIC Inc.

KGIC owns and operates private English as a Second Language (ESL) Schools, Career Colleges and Community Colleges in Toronto, Vancouver and Victoria.

Forward-Looking Information and Statements

This news release includes certain forward-looking information and 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 concerning the ability of Company to continue as a going concern. 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.