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

Core Viewpoint - Everybody Loves Languages Corp. (ELLC) has announced a business combination agreement with ELL Ventures Ltd. (EV), which will result in ELLC shareholders, excluding EV, receiving cash for their shares at a rate of $0.085 per share [1][3]. Group 1: Business Combination Agreement - The Business Combination Agreement was approved by ELLC's Board of Directors on December 23, 2025, following a recommendation from an independent committee [2]. - The transaction will involve ELLC and EV amalgamating to form a new corporation, Amalco, where ELLC's minority shareholders will receive redeemable preferred shares that will be immediately redeemed for cash [3]. - The transaction is expected to close around March 10, 2026, and ELLC plans to delist from the TSX Venture Exchange to become a privately held company [3]. Group 2: Shareholder and Valuation Details - EV is controlled by Gali Bar-Ziv and Khurram Qureshi, who collectively own approximately 10% of ELLC shares [4]. - The proposed transaction is classified as a "related party transaction" under Multilateral Instrument 61-101, and an independent valuation was conducted by MNB Valuation Inc. to assess the fairness of the transaction for minority shareholders [5][7]. - The completion of the amalgamation is contingent upon various approvals, including from the TSX Venture Exchange and ELLC shareholders, as well as proof of funds from EV [6]. Group 3: Financial Considerations - EV will provide a $1,500,000 term loan and capital contributions totaling $930,000 from its shareholders to facilitate the purchase of ELLC shares [6]. - If the Business Combination Agreement is terminated due to the Board of Directors withdrawing its recommendation, ELLC will owe EV a termination fee of $250,000 [6].