Everybody Loves Languages Corp. Shareholders Approve Amalgamation with ELL Ventures Ltd.

Executive Summary

• Shareholders approved the proposed amalgamation of Everybody Loves Languages Corp. (ELL) with ELL Ventures Ltd. (EV), creating a new private entity (“Amalco”).
• Upon completion (expected ≈ April 10, 2026), ELL common shares will be converted into redeemable preferred shares and immediately redeemed at $0.085 per share; EV shareholders will become shareholders of Amalco.
• Amalco plans to delist from the TSX Venture Exchange and operate as a private company shortly after the amalgamation closes.

Key Details

• The amalgamation was approved at ELL’s Annual and Special Meeting of Shareholders; EV shareholders had previously approved it.
• Completion is contingent on satisfaction of conditions precedent outlined in the Business Combination Agreement dated December 24, 2025 (available on SEDAR+).
• Expected completion date: on or about April 10, 2026.
• Post‑completion share conversion: each ELL common share converts to one Redeemable Preferred Share of Amalco, which is then redeemed for $0.085 per share.
• EV shareholders will receive shares in Amalco; no cash consideration disclosed for them.
• Amalco intends to delist from the TSX Venture Exchange and become a private company as soon as practicable after closing.
• Key executives involved: Gali Bar‑Ziv (President, CEO & Director of ELL) and Khurram Qureshi (Chief Financial Officer & Director of ELL), who control EV.

Notable Quotes

(No direct quotes were provided in the release.)