Everybody Loves Languages Corp. (“ELL“) (TSX-V: ELL; OTC: LMDCF; FSE: LIMA), www.everybodyloveslanguages.com, an edtech language learning edutainment and content development company, has confirmed that, effective at 12:01 a.m. today, it amalgamated with ELL Ventures Ltd. (“EV“) to form a company also to be known as “Everybody Loves Languages Corp.” (“Amalco“). The amalgamation was completed pursuant to the terms of a business combination agreement between ELL and EV made December 24, 2025 (“BCA“) and was approved by the shareholders of ELL at its Annual and Special Meeting of Shareholders held on March 26, 2026 (the “Meeting“).
Effective upon the amalgamation, all of the common shares of ELL, other than those held by EV (and related parties), were converted into an equal number of Redeemable Preferred Shares of Amalco (the “Redeemable Preferred Shares“), which shares were immediately redeemed for $0.085 cash per share. The shareholders of EV have become the shareholders of Amalco. Amalco has applied to have its shares delisted from trading on the TSX Venture Exchange, which is expected to occur as early as close of business on April 14, 2026. It is also applying to cease to be a reporting issuer in each of British Columbia, Alberta, Ontario, Nova Scotia, and Newfoundland and Labrador and consequently become a private company.
As required under the terms of the BCA, prior to the completion of the amalgamation, EV deposited with Computershare Investor Services Inc., as depositary, the aggregate redemption price of all of the Redeemable Preferred Shares that were issuable upon the amalgamation. Registered holders of such shares may obtain the redemption amount for their shares by following the instructions set out in ELL’s Management Information Circular dated January 27, 2026 relating to the Meeting and the Letter of Transmittal that accompanied same, copies of which are available on SEDAR+ at www.sedarplus.ca. Beneficial holders of such shares are advised to consult their investment dealer, broker, bank manager or other professional advisor in respect of completing such redemption and obtaining the redemption price for their shares.
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.
