Everybody Loves Languages Corp. (“ELLC”) (TSX-V: ELL; OTC: LMDCF; FSE: LIMA), www.everybodyloveslanguages.com, an edtech language learning edutainment and content development company, announced today that ELLC and ELL Ventures Ltd. (“EV”) executed a business combination agreement (the “Business Combination Agreement”) dated December 24, 2025 which contemplates ELLC and EV entering into a business combination that would result in all of the shareholders of ELLC, other than EV, receiving cash for their ELLC shares.
The Business Combination Agreement was approved by the Board of Directors of ELLC on December 23, 2025 following the recommendation of the independent committee of independent directors of ELLC (the “Independent Committee“) that was struck to, among other things, consider the transactions contemplated by the Business Combination Agreement. A complete copy of the Business Combination Agreement can be found on SEDAR+ at www.sedarplus.ca.
The Business Combination Agreement contemplates a transaction pursuant to which all of the shareholders of ELLC immediately prior to the closing of transaction, other than EV, will receive, in exchange for their shares of ELLC, cash consideration of $0.085 per share. Pursuant to the Business Combination Agreement, ELLC and EV will amalgamate to form a new corporation (“Amalco”). Upon the amalgamation, the shareholders of ELLC, other than EV (the “Minority Shareholders”), will receive one redeemable preferred share in the capital of Amalco, which redeemable preferred share will immediately be redeemed for $0.085 in cash.
The shareholders of EV will receive, in exchange for their shares in EV, an equal number of shares of Amalco having similar rights, privileges and restrictions as the shares of EV. Following the completion of the amalgamation, ELLC intends to delist from the TSX Venture Exchange and become a privately held company. ELLC and EV contemplate closing the transaction on or about March 10, 2026.
EV is controlled by Gali Bar-Ziv, the President, CEO and Director of ELLC, and Khurram Qureshi, the Chief Financial Officer and Director of ELLC (collectively, the “EV Shareholders”). The EV Shareholders will transfer all shares of ELLC directly or indirectly owned by them to EV prior to the closing. As at today’s date, Khurram Quereshi owns 2,494,698 ELLC shares and Gali Bar-Ziv owns 1,100,000 ELLC shares, which collectively represent approximately 10% of all of the issued and outstanding shares of ELLC. EV is owned as to 58.75% by Gali Bar-Ziv and 41.25% by Khurram Qureshi. As of today’s date, EV does not own any shares of ELLC.
The proposed transaction will be a “related party transaction” within the meaning of Multilateral Instrument 61-101 (“MI-61-101“). In accordance with MI 61-101, following ELLC’s receipt of an expression of interest from the principals of EV, the Independent Committee was established to consider available options, including the expression of interest, and to lead the negotiations on behalf of ELLC in respect of the negotiation of the expression of interest and for the purposes of negotiating a definitive business combination agreement. As required by MI 61-101, the Independent Committee engaged MNB Valuation Inc., as the independent valuator to provide a formal valuation of ELLC. Particulars of the valuation will be provided to ELLC Shareholders with the meeting materials.
The completion of the amalgamation is conditional upon, among other things, (i) receiving approval from the TSX Venture Exchange and all other necessary regulatory approval; (ii) approval of the amalgamation (the “ELLC Special Resolution“) by the shareholders of ELLC (the “ELLC Shareholders“).
Both (A) majority of the Minority Shareholder approval as required under MI 61-101 and (B) approval by at least two-thirds of ELLC Shareholders, with respect to ELLC Shareholders who vote at the annual and special meeting called for this purpose; (iii) EV delivering documentation confirming proof of funds required to purchase the shares of ELLC, consisting of a $1,500,000 term loan and capital contributions from each of Gali Bar-Ziv and Khurram Qureshi in the amount of $415,000, for aggregate contributions of $930,000; and (iv) certain other customary conditions.
If the Business Combination Agreement is terminated as a result of the Board of Directors of ELLC withdrawing its recommendation that ELLC Shareholders approve the ELLC Special Resolution, ELLC will pay EV a termination fee of $250,000 in immediately available funds. Full details of the transaction will be included in ELLC’s management information circular which is expected to be mailed to ELLC Shareholders on or about February 3, 2026 for a meeting to be held on or about March 3, 2026. This meeting will also constitute ELLC’s annual meeting of shareholders for the fiscal years ended December 31, 2023 and 2024.
Based on the Estimate Valuation Report provided by MNB Valuation Inc., among other matters considered, the Independent Committee unanimously determined that the proposed transaction is in the best interests of ELLC and is fair, from a financial point of view, to the Minority Shareholders. In light of the Independent Committee’s conclusions, the board of directors of ELLC unanimously (with Gali Bar-Ziv and Khurram Qureshi declaring their interest and abstaining from the vote) determined to recommend that ELLC Shareholders vote all of their ELLC Common Shares in favour of the ELLC Special Resolution.
This news release is for information purposes only and is not a substitute for the definitive agreement which will effect the proposed transaction. There can be no assurance that the conditions of closing will be satisfied, or that the transaction will be completed as proposed or at all.
This news release may contain forward-looking statements that involve risks and uncertainties and are based on current expectations. Consequently, actual results could differ materially from the expectations expressed in forward-looking statements.
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