TORONTO–(BUSINESS WIRE)–Everybody Loves Languages Corp. (“ELL” or the “Company“) (TSX-V: ELL; OTC: LMDCF; FSE: LIMA), www.everybodyloveslanguages.com, an edtech language learning edutainment and content development company, announces that its proposed amalgamation with ELL Ventures Ltd. (“EV“) to form a company to be known as “Everybody Loves Languages Corp.” (“Amalco“) was approved today at the Annual and Special Meeting of Shareholders of ELL. The amalgamation was previously approved by the shareholders of EV.
The amalgamation is expected to be completed on or about April 10, 2026. Upon its completion, the shareholders of ELL, other than EV, will have their ELL Common Shares converted into an equal number of Redeemable Preferred Shares of Amalco, which shares will immediately be redeemed for $0.085 per share. The shareholders of EV will become shareholders of Amalco. Amalco intends to delist from the TSX Venture Exchange and become a private company as soon as practicable following the completion of the amalgamation.
The completion of the amalgamation of EV and ELL remains subject to the satisfaction of certain conditions precedent, all of which are described fully in the Business Combination Agreement between the parties made December 24, 2025, a copy of which can be found on SEDAR+ at www.sedarplus.ca. ELL expects that all conditions precedent will be met on or about April 10, 2026.
EV is controlled by Gali Bar-Ziv, the President, CEO and Director of ELL, and Khurram Qureshi, the Chief Financial Officer and Director of ELL.
This news release may contain forward-looking statements that involve risks and uncertainties and are based on current expectations of ELL. Consequently, actual results could differ materially from the expectations expressed in such forward-looking statements.
About Everybody Loves Languages Corp. (TSX-V: ELL; OTC: LMDCF; FSE: LIMA):
Everybody Loves Languages Corp. is an edtech language-learning and content development company empowering language educators to easily transition from traditional teaching methods to digital learning by integrating education, edutainment, and technology.
ELL provides online and print-based solutions through two distinct business units: Everybody Loves Languages Inc. and Lingo Learning Inc. Everybody Loves Languages is a state-of-the-art technology platform that delivers personalized learning experiences in classrooms and online. Its programs provide innovative SaaS-based eLearning solutions, including online and offline content, a learning management system, assessments, real-time reports, speech recognition technology, and white-label tools. At the same time, Lingo Learning is the content development arm and co-publishes print-based English language learning materials in China.
Everybody Loves Languages has established successful relationships with key government and industry organizations internationally, with a presence in LATAM and China, and continues to expand its product offerings and extend its market reach.
Follow Everybody Loves Languages on social media:
Facebook: https://www.facebook.com/everybodyloveslanguages
Twitter: twitter@elltechnologies
YouTube: Everybody Loves Languages (ELL)
LinkedIn: https://www.linkedin.com/company/elltechnologies
Portions of this press release may include “forward-looking statements” within the meaning of securities laws. These statements involve known and unknown risks, uncertainties or other factors that could cause actual results to differ materially from the results, performance, or expectations implied by these forward-looking statements. These statements are based on management’s current expectations and involve certain risks and uncertainties. Actual results may vary materially from management’s expectations and projections and thus readers should not place undue reliance on forward-looking statements. ELL has tried to identify these forward-looking statements by using words such as “may,” “should,” “expect,” “hope,” “anticipate,” “believe,” “intend,” “plan,” “estimate” and similar expressions. ELL’s expectations depend upon general economic conditions, the continued and growth in demand for its products, retention of its key management and operating personnel, its need for and availability of additional capital and other uncontrollable or unknown factors. No assurance can be given that the actual results will follow the forward-looking statements. Except as otherwise required by securities laws, ELL undertakes no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, changed circumstances or any other reason. Certain factors that can affect ELL’s ability to achieve projected results are described in ELL’s filings with the Canadian securities regulators available on www.sedarplus.ca.
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
Contacts
For further information, contact:
Khurram Qureshi
Tel: (647) 831-1462
Email: [email protected]
