Everybody Loves Languages Corp. Acquired by ELL Ventures Ltd.

TORONTO – Everybody Loves Languages Corp. (TSX-V: ELL; OTC: LMDCF; FSE: LIMA), an edtech company focused on language learning and content development, announced today a significant strategic move: the execution of a business combination agreement with ELL Ventures Ltd. (“EV”). This agreement outlines a path for a business combination that will see all ELLC shareholders, with the exception of EV, receive cash for their shares.

The proposed transaction, a cash-out merger, is slated to offer ELLC shareholders $0.085 per share. Following the amalgamation, Everybody Loves Languages is expected to be delisted from the TSX Venture Exchange, transitioning into a privately held entity. The projected closing date for this transaction is around March 10, 2026.

This development is particularly noteworthy given the players involved. EV is primarily controlled by Gali Bar-Ziv, the current President, CEO, and Director of Everybody Loves Languages, and Khurram Qureshi, the Chief Financial Officer and Director. Together, these individuals represent approximately 10% of the company’s issued and outstanding shares. Their control over EV, which is set to acquire the remaining ELLC shares, positions this as a related-party transaction, subject to stringent regulatory oversight, including Multilateral Instrument 61-101.

To navigate these complexities, Everybody Loves Languages established an independent committee of its directors. This committee was tasked with evaluating the proposed transaction, negotiating terms, and providing a recommendation to the board. The company also engaged MNB Valuation Inc. to conduct a formal valuation of ELLC, the findings of which will be shared with shareholders.

The business combination requires approval from the TSX Venture Exchange, regulatory bodies, and critically, from ELLC shareholders. Specific approval thresholds include a majority of the minority shareholders and a two-thirds majority of all voting shareholders.

Financing for the transaction is robust, with EV securing a $1,500,000 term loan, supplemented by capital contributions of $930,000 from Gali Bar-Ziv and Khurram Qureshi. This financial backing underscores the commitment of the EV principals to the successful completion of the deal.

The independent committee has unanimously recommended the transaction, deeming it to be in the best interests of ELLC and fair to minority shareholders. The board of directors, with interested parties abstaining, has echoed this recommendation, urging shareholders to vote in favor of the special resolution.

This strategic shift for Everybody Loves Languages, a company dedicated to enhancing language learning through a blend of education, edutainment, and technology, signals a new chapter. The company’s innovative approach, featuring online and print-based solutions through its Everybody Loves Languages and Lingo Learning units, has established a presence in LATAM and China. The integration of advanced SaaS eLearning solutions, including real-time analytics and speech recognition, positions ELLC as a key player in the evolving edtech landscape. The move to private ownership may offer greater flexibility for long-term strategic development, away from the immediate pressures of public market reporting.

The successful integration of ELLC and EV into a single, privately held entity could streamline operations and foster a more agile development environment. This private restructuring might allow Everybody Loves Languages to accelerate its investment in core technologies and expand its market reach without the constraints of quarterly earnings expectations. The company’s established international partnerships and its dual focus on digital platforms and co-published learning materials suggest a continued trajectory for growth, albeit now within a different corporate structure.

This news release contains forward-looking statements. Actual results may differ materially due to various risks and uncertainties. Investors are advised to consult ELLC’s filings on SEDAR+ for a comprehensive understanding of these risks.