Kelly Ventures and VulEnergy Enter into Binding Letter of Intent for Qualifying Transaction

Executive Summary

• Kelly Ventures Ltd. (TSXV: KKL.P) entered into a binding Letter of Intent to combine with VulEnergy, an Argentine geothermal‑lithium project company.
• Upon completion, VulEnergy will become a wholly owned subsidiary and Kelly Ventures will rename itself “VulEnergy Corp.” with an indicative post‑transaction ownership split of ~6 % Kelly Ventures / 94 % VulEnergy.
• The deal is intended to serve as the Qualifying Transaction for Kelly Ventures; a concurrent private‑placement financing of $6–8 million is being arranged, and trading in KKL.P shares will remain halted pending TSXV review.

Key Details

• Letter of Intent Date: October 22, 2025.
• Transaction Structure: Acquisition of all issued and outstanding securities of VulEnergy by Kelly Ventures in exchange for shares of the resulting issuer.
• Indicative Ownership Split (post‑closing): 6 % Kelly Ventures shareholders, 94 % VulEnergy shareholders.
• Name Change: The combined entity will be renamed “VulEnergy Corp.” (or other name to be determined).
• Finder’s Fee: Up to C$60,000 payable to Seahawk Capital Corp. (principal Saf Dhillon).
• Qualifying Transaction Status: Intended to satisfy TSXV Qualifying Transaction requirements; not a non‑arm’s‑length transaction; no insider interest in VulEnergy.
• Shareholder & Legal Approvals: Subject to shareholder approval and legal review; possible requirement for a sponsor waiver from the TSXV.
• VulEnergy Project Overview: 25,000+ ha geothermal/lithium project in Catamarca, Argentina with surface temperatures of ~41 °C and deep‑level temps of ~220 °C; potential for renewable electricity generation and lithium extraction from geothermal brines.
• Management Team Highlights: CEO Warren Levy (>$1.8 B raised for Latin America projects), CFO Hernan Montoya, COO Fernando Figini, Director Paul Larkin (also to serve on resulting board).
• Concurrent Financing: Research Capital Corporation engaged as capital‑markets advisor for a $6–8 million private placement of VulEnergy subscription receipts; pricing and terms pending.
• Trading Halt: TSXV Listings Policy 2.4 – trading in KKL.P shares remains halted until acceptable documentation on the Qualifying Transaction is reviewed.
• Forward‑Looking Statements: Extensive cautionary language noting risks related to regulatory approvals, financing terms, sponsor waiver, and other closing conditions.

Notable Quotes

(No direct quotes were provided in the release.)