Everybody Loves Languages Corp. Announces Acquisition by ELL Ventures Ltd.

Executive Summary

• Everybody Loves Languages Corp. (ELLC) and ELL Ventures Ltd. (EV) have executed a Business Combination Agreement to amalgamate into a new corporation (“Amalco”).
• All minority shareholders of ELLC will receive cash consideration of $0.085 per share (redeemable preferred shares immediately redeemed for cash).
• The transaction is expected to close on or about March 10, 2026, subject to TSX Venture Exchange approval, shareholder approvals, and proof‑of‑funds conditions including a $1.5 M term loan and $930 k in capital contributions.

Key Details

• Cash Consideration: $0.085 per ELLC share for all shareholders except EV.
• Amalgamation Structure: ELLC + EV → new corporation “Amalco”.
• Share Exchange: EV shareholders receive an equal number of Amalco shares; minority shareholders receive cash‑redeemed preferred shares.
• Closing Timeline: Anticipated closing on or about March 10, 2026; shareholder meeting scheduled for ≈ March 3, 2026 (also annual meeting for FY 2023‑24).
• Regulatory & Shareholder Approvals Required:
• TSX Venture Exchange and other regulatory approvals.
• ELLC Special Resolution approved by a majority of minority shareholders (MI‑61‑101) and at least two‑thirds of all ELLC shareholders voting at the meeting.
• Funding Sources for EV:
• $1,500,000 term loan.
• Capital contributions: Gali Bar‑Ziv – $415,000; Khurram Qureshi – $415,000 (total $930,000).
• Related Party Transaction: EV is controlled by ELLC’s President/CEO (Gali Bar‑Ziv) and CFO (Khurram Qureshi), representing ~10 % of ELLC’s outstanding shares.
• Termination Fee: If the board withdraws its recommendation, ELLC must pay EV a termination fee of $250,000 in cash.
• Valuation: Independent Committee engaged MNB Valuation Inc.; valuation deemed fair and in best interests of minority shareholders.
• Delisting Plan: Post‑amalgamation, ELLC intends to delist from the TSX Venture Exchange and become privately held.

Notable Quotes

(No direct quotes were provided in the release.)