Everybody Loves Languages Corp. Provides Supplemental and Amending Disclosure on Proposed Acquisition by ELL Ventures Ltd. and Reschedules Meeting

Executive Summary

• The Company issued supplemental disclosure for the annual general and special meeting scheduled for March 26, 2026, extending the proxy cut‑off time to 24 hours before the meeting.
• The amendment clarifies details of the proposed amalgamation with ELL Ventures Ltd., under which non‑EV shareholders will receive cash at $0.085 per share (subject to final valuation).
• Updated formal valuation (effective November 6, 2025) places fair market value of shares between $0.068 and $0.095, supporting the proposed cash consideration as a premium to recent trading levels.

Key Details

• Meeting & Proxy Extension – Meeting set for Thursday, March 26, 2026 at 10:00 a.m. ET; proxy deadline moved to Wednesday, March 25, 2026 at 10:00 a.m. ET.
• Amalgamation Structure – EV will acquire all ELL common shares not owned by EV shareholders; minority shareholders receive cash consideration.
• Proposed Cash Offer – Initial offer $0.075 per share (May 2025); revised to $0.085 per share after valuation discussions (October 30, 2025).
• Formal Valuation – Conducted by MNB Valuation Inc.; effective November 6, 2025; fair market value range $2.44 M–$3.38 M, or $0.068–$0.095 per share (based on 35,642,524 shares outstanding).
• Break Fee – Fixed at $250,000 as part of the Business Combination Agreement.
• Credit Facility – BMO credit facility to fund portion of redemption price; advance to counsel after filing Articles of Amalgamation.
• Voting Requirements – Special resolution must receive ≥ 2/3 of votes cast overall and a majority of votes from minority shareholders (excluding EV‑affiliated shares).
• Independent Committee Actions – Formed May 26, 2025; engaged legal counsel Fogler, Rubinoff LLP and valuation firm MNB; approved proceeding with the offer and BCA; unanimously recommended board approval.
• Corrective Disclosures – Clarified that the formal valuation did not contain a fairness opinion; corrected misstatements about MNB’s role, prior valuations, redemption price timing, and EV share count (3,087,562 shares).
• Board Approval – ELL Board unanimously approved the amalgamation terms and reaffirmed recommendation to shareholders.

Notable Quotes

• “The purchase price of $0.085 per ELL Common Share offered by EV under the Proposed Transaction was determined to be a good result for Shareholders by the Independent Committee.” – Independent Committee statement (Nov 6, 2025).

Materiality: Material – Positive (the transaction provides immediate liquidity at a premium to recent trading levels and represents a significant corporate event).