Learning Tree International Announces It Has Secured a $5 Million Financing Agreement in Conjunction with the Sale of Founder’s Majority Ownership

HERNDON, Va.–(BUSINESS WIRE)–Learning
Tree International, Inc.
(OTCQX: LTRE) announced today, one of its
founders, Dr. David C. Collins, and his wife, Mrs. Mary C. Collins, have
entered into a definitive Securities Purchase Agreement selling their
7,495,332 shares of Learning Tree International, Inc. for $7,495,332 or
$1.00 per share (which collectively represents approximately 58% of the
outstanding shares of common stock of the Company) to The Kevin Ross
Gruneich Legacy Trust (the “Trust”). The Company became a party to the
Purchase Agreement for the limited purposes of providing certain
disclosures to and post-transaction director nomination rights for the
Trust.

In conjunction with the Trust’s purchase of the Collins’ shares, the
Company has entered into the Line of Credit Agreement with the Trust
that provides the Company with access to borrow up to $5.0 million at a
fixed interest rate of 5% per annum. The principal amount of sums that
are borrowed by the Company from the Trust under the Credit Agreement
may be converted by the Trust into shares of Common Stock at any time
during the 10-year term of the agreement at a conversion price of $1.00
per share. The Company has received an initial advance under the Credit
Agreement in the amount of $2.0 million. This financing is in addition
to the existing financing and security agreement with Action Capital
Corporation that provides the Company with access to borrow up to $3.0
million. To date, we have not borrowed any funds under this other
financing and security agreement. “With the immediate infusion of $2.0
million and credit lines for up to an additional $6.0 million, we have
gained access to additional capital resources needed to focus on our
goal of becoming the premier global provider of workforce development
solutions related to technology and business,” stated Mr. Richard
Spires, CEO of Learning Tree International.

As part of the sale of the Collins’ holdings, Dr. David C. Collins and
Mrs. Mary C. Collins have resigned as directors on the Company’s Board
of Directors as well their other positions with the Company and its
subsidiaries. The Company’s Board of Directors has appointed Mr. Kevin
Gruneich to fill the Class III director vacancy and has also appointed
Mr. Gruneich to serve as the Chairman of the Board. Mr. Gruneich
currently serves on the Board of The University of Iowa Center for
Advancement and on its Investment Committee, as well as on the Advisory
Board for Spy Hop Productions, a leading youth media arts program. Mr.
Gruneich served as a Director of Questar Assessment beginning in 2008
until its sale to ETS (Educational Testing Service) in 2017. From 1996
to 2004, Mr. Gruneich worked for The Bear Stearns Companies in New York
serving in the following positions: Senior Managing Director, Senior
Publishing/Information Analyst and Co-Head of the Global Media Research
Group. Prior to 1996, Mr. Gruneich served as Managing Director and
Senior Publishing/Information Analyst at First Boston since 1982. Mr.
Gruneich was named to Institutional Investor Magazine’s All America
Research Team for 20 consecutive years. Mr. Gruneich holds a B.S. in
Finance and Industrial Relations with a minor in Political Science from
The University of Iowa and an MBA from The Wharton School, University of
Pennsylvania. “I am pleased that Kevin Gruneich, a highly successful and
experienced businessman and a current investor in the Company, has made
a significant investment in Learning Tree International through the
Trust, and we look forward to having him on our Board of Directors in
his new role as our Chairman. He will bring relevant expertise and
experience to support the Company and I look forward to working with
him,” stated Mr. Spires.

“I look forward to working with the entire team at Learning Tree in the
years ahead and believe in its potential, enhanced by a new capital
structure, that will enable the company to broaden its global reach.
Learning Tree is well-positioned to efficiently deliver current as well
as new course content and configurations, allowing its customers to
exceed their training objectives in a fast-changing work environment.”
stated Mr. Gruneich.

Learning Tree will file a Current Report on Form 8-K that provides more
detail of the terms of the Credit Agreement, the Purchase Agreement and
other matters and events relating to these agreements and the
transactions contemplated by such agreements. This Form 8-K when filed,
can be found on our website (https://www.learningtree.com/investor)
or will be on file with the Securities and Exchange Commission (“SEC”)
which is available at the SEC’s Internet site (http://www.sec.gov).

About Learning Tree International, Inc.

Learning
Tree International
is a trusted, global partner delivering
mission-critical IT
training and certifications
, as well as the communication and
critical thinking skills necessary to effectively deploy and deliver
major IT initiatives. Over 2.5 million IT & business professionals
around the world have enhanced their skills through Learning Tree’s
extensive library of proprietary and partner content.

Today, Learning Tree offers an expanded training portfolio, including
Agile, cyber security, cloud computing, program/project management, web
development, operating systems, networking, leadership, and more.
Attendees enjoy award-winning content that goes beyond the classroom
with customized blended
learning solutions
featuring instructor-led, on-demand, and live,
online training through Learning Tree AnyWare®, a modern technology
platform that delivers an immersive, virtual learning experience.

We go beyond training with Workforce Optimization Solutions — a modern
approach that improves the adoption of skills and accelerates the
implementation of technical and business processes required to improve
IT service delivery. These services include: needs assessments, skill
gaps analyses, blended delivery, and acceleration workshops delivered by
our expert instructors — working professionals with 15+ years of
experience in the fields in which they teach.

To learn more, call 1-888-THE-TREE (843-8733) or visit LearningTree.com

Cautionary Statement Regarding Forward Looking Statements

The statements contained herein that are not historical facts are
forward-looking statements based on management’s current expectations
and beliefs concerning future developments and their potential effects
on Learning Tree. Such statements involve inherent risks and
uncertainties, many of which are difficult to predict and are generally
beyond the control of Learning Tree. There can be no assurance that
future developments affecting Learning Tree will be the same as those
anticipated. Learning Tree cautions readers that a number of important
factors could cause actual results to differ materially from those
expressed in, or implied or projected by, such forward-looking
statements. Investors should not put undue reliance on these
forward-looking statements, since they are based on key assumptions
about future risks and uncertainties. Some of these risks and
uncertainties that could affect Learning Tree and its business include,
but are not limited to the following: our ability to continue as a going
concern; our ability to obtain additional liquidity in amounts and on
terms acceptable to the Company; our ability to reverse our trend of
declining year over year revenues and negative cash flows from
operations, and to maintain sufficient liquidity; our ability to
successfully implement our new strategies including achieving our cost
reduction goals; our ability to identify and execute upon strategic
options for the Company; competition; international operations,
including currency fluctuations; attracting and retaining qualified
personnel; intellectual property, including having to defend potential
infringement claims; implementation of partnerships with third party
providers of courses and or course material; efficient delivery and
scheduling of Learning Tree’s courses; technology development and new
technology introduction; risks associated with the timely development,
introduction, and customer acceptance of our courses and other products;
risks associated with a majority of our outstanding common stock being
beneficially owned by our chairman and his spouse; risks associated with
maintaining cyber security; changing economic and market conditions; and
adverse weather conditions, strikes, acts of war or terrorism and other
external events. Learning Tree is not undertaking any obligation to
update forward-looking statements contained herein to reflect future
events, developments or changed circumstances.

In order to help the reader assess the factors and risks in Learning
Tree’s business that could cause actual results to differ materially
from those expressed in the forward looking statements, Learning Tree
discusses in its 2017 Annual Report on Form 10-K (“Form 10-K”), those
risks in Item 1A, “Risk Factors”, as well as in its other filings with
the SEC. Please read the Form 10-K, including the Risk Factors included
therein, which is filed with the SEC and available at the SEC’s Internet
site (http://www.sec.gov).

Contacts

Learning Tree International, Inc.
David Asai, 703-925-6337
Chief
Financial Officer
david_asai@learningtree.com