Kelly Ventures and VUL Energy Enter into Definitive Merger Agreement for Qualifying Transaction and Announce C$10.0 Million Brokered Subscription Receipt Financing with C$8.6 Million in Strategic Lead Orders to Form an Argentina Focused Geothermal Energy Platform with Lithium Upside

(TSXV:KKL.P) Kelly Ventures Ltd., VUL Energy Ltd., and 1001799338 Ontario Ltd. (Subco), a wholly-owned Ontario subsidiary of Kelly Ventures, have entered into a definitive merger agreement dated November 2, 2026, under which VUL Energy will complete a reverse takeover of Kelly Ventures via a three-cornered amalgamation. VUL Energy is conducting a best efforts, brokered private placement of subscription receipts at C$1.40 per Subscription Receipt for aggregate gross proceeds of up to C$10,000,000. Approximately C$8.6 million has already been subscribed for and deposited into escrow via SAFEs, which will convert into Subscription Receipts on the same terms. Research Capital Corporation is acting as sole agent and bookrunner for the Offering, and has an option to offer up to 15% additional Subscription Receipts, exercisable up to 48 hours before closing. Net proceeds will be used for property acquisition, geotechnical evaluations, exploration drilling, working capital, and general corporate purposes. Each Subscription Receipt converts into one unit of VUL Energy, consisting of one common share and one common share purchase warrant, with each warrant exercisable at C$1.82 per share for 36 months after escrow release, subject to acceleration if the share price exceeds C$2.73 for 10 consecutive trading days. Upon closing of the RTO, the underlying shares and warrants will be exchanged one-for-one for shares and warrants of the resulting issuer, which will be named VUL Energy Ltd. and is expected to trade under the ticker 'VEN'. The Catamarca geothermal project, VUL Energy's flagship asset, has an independent unrisked NPV10 (P50, best estimate) of C$194.9 million according to Sproule ERCE. The project involves a 60 MW geothermal power plant with a 40+ year lifespan and a 25,000-hectare land package, expandable to 40,000 hectares. VUL Energy has entered into a non-binding LOI with a neighboring lithium mining company for a long-term offtake of 40 MW to 60 MW over a 35-year term, subject to a final investment decision. Targeted power price is US$250 to US$300 per MWh, with annual generation of ~515,000 MWh, implying annual revenue potential of ~US$129 million at US$250/MWh and ~US$155 million at US$300/MWh. Typical geothermal opex is ~US$20 to US$40 per MWh. Surface brine samples show lithium concentrations from 201 mg/L to 1,031 mg/L. The project is located near the Lastarria volcano in Catamarca, Argentina, with proximity to rail infrastructure and export routes via Chile. Mines in the region currently rely on diesel power at US$350 to US$400 per MWh. VUL Energy's management team includes Warren Levy (CEO), Hernan Montoya (CFO), and Fernando Figini (COO), with Paul Larkin as a director. Founders Silvio Duport and Diego Zuckerberg are expected to be control persons of the resulting issuer. Up to C$3,000,000 of escrowed funds may be released early for project advancement, including access road, work camp, geotechnical studies, and working capital. The RTO and Offering are subject to shareholder and regulatory approvals, including TSXV conditional approval for listing.