Everybody Loves Languages Corp. Shareholders Approve Amalgamation with ELL Ventures Ltd.
MWN-AI** Summary
Everybody Loves Languages Corp. (TSX-V: ELL; OTC: LMDCF; FSE: LIMA), a prominent player in the edtech language learning and content development sector, has announced the approval of its amalgamation with ELL Ventures Ltd. (EV). This decision was made during the Annual and Special Meeting of Shareholders of ELL, with a prior endorsement from EV shareholders. The newly combined entity, to be known as “Everybody Loves Languages Corp.” (Amalco), is slated for completion around April 10, 2026.
Upon the amalgamation's completion, non-EV ELL shareholders will have their common shares converted into Redeemable Preferred Shares of Amalco, which will subsequently be redeemed at $0.085 per share. EV shareholders are expected to transition into Amalco shareholders. Following the completion of the amalgamation, Amalco plans to delist from the TSX Venture Exchange, changing its status to a private company.
The amalgamation awaits the fulfillment of specific conditions outlined in the Business Combination Agreement dated December 24, 2025. ELL anticipates these conditions will be met before the proposed date. Gali Bar-Ziv and Khurram Qureshi, both integral to ELL's management, control EV.
Everybody Loves Languages Corp. specializes in transforming traditional language education through innovative technology, offering personalized learning experiences across diverse platforms. With a significant presence in Latin America and China, ELL aims to enhance its product offerings and expand its market reach.
This amalgamation represents a strategic move within the edtech sector, positioning ELL for future growth and efficiency while aiming to capitalize on the surging demand for digital language learning solutions. Shareholders are encouraged to be aware of potential risks associated with forward-looking statements regarding the company's future performance.
MWN-AI** Analysis
Everybody Loves Languages Corp. (TSX-V: ELL; OTC: LMDCF; FSE: LIMA) recently received shareholder approval for its amalgamation with ELL Ventures Ltd., an event that is generating considerable attention within the investment community. This strategic move aims to consolidate resources and drive efficiency, ultimately benefitting stakeholders as the newly formed entity, Amalco, seeks to streamline operations.
Upon completion of the merger, expected around April 10, 2026, it’s important to note that existing ELL shareholders will exchange their common shares for redeemable preferred shares valued at $0.085 each. This effectively provides an immediate realization of value for current investors, which could ease potential volatility experienced during the transition to a private company post-delisting from the TSX Venture Exchange.
Investors should consider the potential long-term advantages of this amalgamation, as amalgamation can allow for enhanced operational synergies, better resource allocation, and increased market competitiveness. Furthermore, given that ELL's innovative edtech solutions cater to a growing demand for digital learning, the combined entity may be well-positioned to capitalize on expanding global opportunities, especially in emerging markets like China and LATAM.
However, it is essential to remain cautious as the amalgamation is contingent on certain conditions being fulfilled. The announcement contains forward-looking statements that acknowledge inherent risks, including potential market changes and operational challenges.
As a recommendation, investors may wish to adopt a wait-and-see approach leading up to the April 2026 deadline. By monitoring performance indicators and stakeholder communications, they can better assess the viability and potential growth trajectory of Amalco while managing investment risk effectively. The forthcoming developments could yield valuable insights into future operational efficacy and market positioning for ELL’s edtech offerings.
**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.
Everybody Loves Languages Corp. (" ELL " or the " Company ") (TSX-V: ELL; OTC: LMDCF; FSE: LIMA) , www.everybodyloveslanguages.com, an edtech language learning edutainment and content development company, announces that its proposed amalgamation with ELL Ventures Ltd. (" EV ") to form a company to be known as "Everybody Loves Languages Corp." (" Amalco ") was approved today at the Annual and Special Meeting of Shareholders of ELL. The amalgamation was previously approved by the shareholders of EV.
The amalgamation is expected to be completed on or about April 10, 2026. Upon its completion, the shareholders of ELL, other than EV, will have their ELL Common Shares converted into an equal number of Redeemable Preferred Shares of Amalco, which shares will immediately be redeemed for $0.085 per share. The shareholders of EV will become shareholders of Amalco. Amalco intends to delist from the TSX Venture Exchange and become a private company as soon as practicable following the completion of the amalgamation.
The completion of the amalgamation of EV and ELL remains subject to the satisfaction of certain conditions precedent, all of which are described fully in the Business Combination Agreement between the parties made December 24, 2025, a copy of which can be found on SEDAR+ at www.sedarplus.ca. ELL expects that all conditions precedent will be met on or about April 10, 2026.
EV is controlled by Gali Bar-Ziv, the President, CEO and Director of ELL, and Khurram Qureshi, the Chief Financial Officer and Director of ELL.
This news release may contain forward-looking statements that involve risks and uncertainties and are based on current expectations of ELL. Consequently, actual results could differ materially from the expectations expressed in such forward-looking statements.
About Everybody Loves Languages Corp. ( TSX-V: ELL; OTC: LMDCF; FSE: LIMA ):
Everybody Loves Languages Corp. is an edtech language-learning and content development company empowering language educators to easily transition from traditional teaching methods to digital learning by integrating education, edutainment, and technology.
ELL provides online and print-based solutions through two distinct business units: Everybody Loves Languages Inc. and Lingo Learning Inc. Everybody Loves Languages is a state-of-the-art technology platform that delivers personalized learning experiences in classrooms and online. Its programs provide innovative SaaS-based eLearning solutions, including online and offline content, a learning management system, assessments, real-time reports, speech recognition technology, and white-label tools. At the same time, Lingo Learning is the content development arm and co-publishes print-based English language learning materials in China.
Everybody Loves Languages has established successful relationships with key government and industry organizations internationally, with a presence in LATAM and China, and continues to expand its product offerings and extend its market reach.
Follow Everybody Loves Languages on social media:
Facebook: https://www.facebook.com/everybodyloveslanguages
Twitter: twitter@elltechnologies
YouTube: Everybody Loves Languages (ELL)
LinkedIn: https://www.linkedin.com/company/elltechnologies
Portions of this press release may include "forward-looking statements" within the meaning of securities laws. These statements involve known and unknown risks, uncertainties or other factors that could cause actual results to differ materially from the results, performance, or expectations implied by these forward-looking statements. These statements are based on management's current expectations and involve certain risks and uncertainties. Actual results may vary materially from management's expectations and projections and thus readers should not place undue reliance on forward-looking statements. ELL has tried to identify these forward-looking statements by using words such as "may," "should," "expect," "hope," "anticipate," "believe," "intend," "plan," "estimate" and similar expressions. ELL's expectations depend upon general economic conditions, the continued and growth in demand for its products, retention of its key management and operating personnel, its need for and availability of additional capital and other uncontrollable or unknown factors. No assurance can be given that the actual results will follow the forward-looking statements. Except as otherwise required by securities laws, ELL undertakes no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, changed circumstances or any other reason. Certain factors that can affect ELL's ability to achieve projected results are described in ELL's filings with the Canadian securities regulators available on www.sedarplus.ca.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE
View source version on businesswire.com: https://www.businesswire.com/news/home/20260326380688/en/
For further information, contact:
Khurram Qureshi
Tel: (647) 831-1462
Email: kqureshi@elltechnologies.com
FAQ**
How will the amalgamation of Everybody Loves Languages Corp. (LMDCF) and ELL Ventures Ltd. impact the company's growth strategy in the edtech sector?
What specific conditions must be satisfied before the completion of the amalgamation for Everybody Loves Languages Corp. (LMDCF) on April 10, 2026?
How does the transition to a private company following the amalgamation affect the investor relations strategy of Everybody Loves Languages Corp. (LMDCF)?
What measures are being taken by Everybody Loves Languages Corp. (LMDCF) to mitigate the risks and uncertainties mentioned in their forward-looking statements?
**MWN-AI FAQ is based on asking OpenAI questions about Everybody Loves Languages Corp (OTC: LMDCF).
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