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File: 15.05.15 EA NR (EA enters into acquisition agreement).docx
EA Education Group Inc.
3467 Commercial Street, Vancouver, B.C. V5N 4E8
Telephone: (604) 668- 5992 / Facsimile: (604) 871-9926
May 15, 2015 Symb
--->ol: EA
News Release
EA Education Announces a Conditional Share Purchase Agreement
May 15, 2015- EA Education Group Inc. (the "Company" or "EA") (CSE: EA) is pleased to announce that it has entered int
--->o a conditional share purchase agreement (the "SPA") with Duke College Inc. (the "Duke"). At the closing and only when
---> all the terms of the SPA are met, the Company with acquire the entire issued share capital of Duke. The aggregate val
--->ue of the transaction is $ 500,000 comprising a refundable deposit of $ 200,000 in cash and the closing payment of 1,5
--->00,000 common shares of the Company having an aggregate deemed value of $300,000 upon completion of the transaction.
The SPA is an arm's length transaction and was approved by the Board of Directors of each company and is not subject t
--->o shareholder approval. The transaction is required to be filed with the CSE. In addition, the Company will have comp
--->leted the due diligence of the assets acquired and expressed total satisfaction, as well as other customary closing co
--->nditions in this type of transaction.
The parties to the Offer have agreed to make all commercially reasonable efforts to ensure that the Closing date can o
--->ccur on or before June 15, 2015. However, since Closing of the Offer is subject to numerous conditions, including exte
--->rnal factors to the parties, there is no assurance that this agreement will be completed.
About Duke College Inc.
Duke College Inc. is a Canadian private high school providing high quality education to qualified students around the
--->globe. Not only students can attend Duke's traditional school setting, but also, they can have access to its unique pr
--->ograms via on-line technologies. Today, Duke students are dispersed in Canada, United States, South American, Latin Am
--->erica, Europe, Middle East, Africa & Asia.
Duke programs are based on the foundation of global practical knowledge transfer through in-class and distant learning
---> methodology to meet the needs of global students.
About EA Education Group Inc.
The Company is a leading Toronto-based provider of (i) international education services, (ii) comprehensive student ho
--->using services for international students in Canada. Its educational services are currently primarily for internationa
--->l junior and senior high school students, however it has an intention of widening the services it offers to include Ca
--->nadian students and other age groups. It is also an active promoter of international education & cultural exchange bet
--->ween Canada and China.
The Company aims to be a high quality, one-stop educational services provider to students from overseas, aiding them i
--->n accessing prestigious Canadian educational institutes and the opportunity to learn under world-class learners. The C
--->ompany currently delivers to international high school students certain advisory and complimentary services that assis
--->t them in undertaking and improving their education experiences in both Canada and China. The Company provides service
--->s that bridge the gap between students' needs for practical training and employers' demand for trained professionals.
On behalf of the Board of
EA Education Group Inc.
Per:
"Wen Xu"
(Wendy) Wen Xu, Chair of the Board
The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of t
--->his press release.
Certain statements in this news release, which are not historical in nature, constitute "forward looking statements" w
--->ithin the meaning of that phrase under applicable Canadian securities law. These statements reflect management's curre
--->nt assumptions and expectations and by their nature are subject to certain underlying assumptions, known and unknown r
--->isks and uncertainties and other factors which may cause actual results, performance or events to be materially differ
--->ent from those expressed or implied by such forward looking statements. Except as required pursuant to applicable secu
--->rities laws, the Company will not update these forward-looking statements to reflect events or circumstances after the
---> date hereof. More detailed information about potential factors that could affect financial results is included in the
---> documents filed from time to time with the Canadian securities regulatory authorities by the Company. Readers are cau
--->tioned not to place undue reliance on forward looking statements.
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