Everybody Loves Languages Corp. Completes Amalgamation with ELL Ventures Ltd.

TORONTO — Everybody Loves Languages Corp. (“ELL“) (TSX-V: ELL; OTC: LMDCF; FSE: LIMA), www.everybodyloveslanguages.com, an edtech language learning edutainment and content development company, has confirmed that, effective at 12:01 a.m. today, it amalgamated with ELL Ventures Ltd. (“EV“) to form a company also to be known as “Everybody Loves Languages Corp.” (“Amalco“). The amalgamation was completed pursuant to the terms of a business combination agreement between ELL and EV made December 24, 2025 (“BCA“) and was approved by the shareholders of ELL at its Annual and Special Meeting of Shareholders held on March 26, 2026 (the “Meeting“).

Effective upon the amalgamation, all of the common shares of ELL, other than those held by EV (and related parties), were converted into an equal number of Redeemable Preferred Shares of Amalco (the “Redeemable Preferred Shares“), which shares were immediately redeemed for $0.085 cash per share. The shareholders of EV have become the shareholders of Amalco. Amalco has applied to have its shares delisted from trading on the TSX Venture Exchange, which is expected to occur as early as close of business on April 14, 2026. It is also applying to cease to be a reporting issuer in each of British Columbia, Alberta, Ontario, Nova Scotia, and Newfoundland and Labrador and consequently become a private company.

As required under the terms of the BCA, prior to the completion of the amalgamation, EV deposited with Computershare Investor Services Inc., as depositary, the aggregate redemption price of all of the Redeemable Preferred Shares that were issuable upon the amalgamation. Registered holders of such shares may obtain the redemption amount for their shares by following the instructions set out in ELL’s Management Information Circular dated January 27, 2026 relating to the Meeting and the Letter of Transmittal that accompanied same, copies of which are available on SEDAR+ at www.sedarplus.ca. Beneficial holders of such shares are advised to consult their investment dealer, broker, bank manager or other professional advisor in respect of completing such redemption and obtaining the redemption price for their shares.

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/20260409208518/en/

Contacts

For further information, contact:
Khurram Qureshi
Tel: (647) 831-1462
Email: kqureshi@elltechnologies.com

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