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

Vancouver, British Columbia--(Newsfile Corp. - October 27, 2025) - Kelly Ventures Ltd. (TSXV: KKL.P) ("Kelly Ventures" or the "Issuer"), a capital pool company, and Belag S.A. to be incorporated in the British Virgin Islands and which will own all of the issued and outstanding shares of VulEnergy, incorporated in Argentina, ("VulEnergy") are pleased to announce that they have entered into a binding letter of intent (the "Letter of Intent") dated October 22, 2025 which outlines the terms and conditions by which Kelly Ventures intends to complete a business combination with VulEnergy to acquire all of the issued and outstanding securities of VulEnergy (the "Transaction") for shares of the resulting issuer. Following closing of the Transaction VulEnergy is expected to be a wholly owned subsidiary of the Issuer and the Issuer will change its name to "VulEnergy Corp." or such other name as determined by the parties (the "Resulting Issuer").

The exchange ratio and valuation for VulEnergy has not yet been finalized and will be determined in the context of the terms of the concurrent financing. The Letter of Intent has an indicative split of the resulting issuer of KKL.P 6% and 94% VulEnergy. A finder's fee capped at C$60,000 will be payable to Seahawk Capital Corp., the principal of which is Saf Dhillon.

The proposed Transaction is intended to be the "Qualifying Transaction" of Kelly Ventures (as such term is defined in the policies of the TSXV). The Transaction is not a Non-Arm's Length Transaction (as such term is defined in the policies of the TSXV), and no insider of KKL.P has a direct or indirect interest in VulEnergy. It is anticipated that the Q.T. may be required in connection with the transaction. be subject to shareholder approval, subject to legal review.

About VulEnergy

VulEnergy has rights to a high potential geothermal project backed by established industry players in Argentina's world-renowned lithium triangle (the "VulEnergy Project"). The VulEnergy Project is located on 25,000+ hectares of land in Catamarca, Argentina, a lithium production and development area, which includes identified heat sources (41°C surface / 220°C deep level temperatures), which represents a promising location for eco-friendly geothermal exploration and electricity development.

• Geothermal energy is produced from heat sources generated from the Earth's interior. It is a renewable, base load and sustainable energy source for electricity generation, ideally suited to off the grid electricity generation.

The VulEnergy Project has a unique blend of access to renewable power, with the upside of generating power to support potential direct lithium extraction from the geothermal brines, known to be pregnant with lithium. The VulEnergy Project will target geothermal energy and potential geothermal lithium extraction.

VulEnergy has an experienced management team, led by Warren Levy, CEO, who has significant expertise in geothermal operations and has been instrumental in raising over $1.8 billion for Latin American projects. Hernan Montoya, CFO, who has public and private company experience in the Argentine energy sector. Fernando Figini, COO, who has over 30 years of operational experience in the oil and gas sector in Argentina. Paul Larkin, a Director of KKL.P will also be a director of the resulting Issuer and has an extensive background in Geothermal energy, as a founder, Director, audit chair and chair of M&A committee of US Geothermal Inc.

VulEnergy was founded in 2022 by Silvio Duport and Diego Zuckerberg who are considered control persons under the policies of the TSX Venture Exchange.

VulEnergy has purchased the mining concessions totaling roughly 25,000 ha which gives the company the rights to complete both geothermal electricity generation and potential lithium extraction. VulEnergy has completed preliminary temperature mapping, surface sampling and extensive operational preparation at the site in the province of Catamarca, Argentina.

Definitive Agreement and Concurrent Financings

The Transaction is subject to the negotiation and entering into of a definitive agreement between the Issuer and VulEnergy ("Definitive Agreement") incorporating the terms described in the Letter of Intent and such other terms and conditions as are customary for transactions of a similar nature, including summary financial information for VulEnergy. This information will be included in a subsequent News Release as disclosed below.

In connection with the Transaction, VulEnergy has appointed Research Capital Corporation as a capital markets advisor for a $6-8million concurrent private placement financing of subscription receipts of VulEnergy (the "VulEnergy Financing"). The price and terms of the securities of the VulEnergy Financing are yet to be determined. The final ratio of shares and valuation will be subject to the terms of the third-party financing parameters and will be recorded in the subsequent News Release as disclosed below.

Upon entering into the Definitive Agreement, a comprehensive additional news release disclosing further details of the Transaction, including details of the VulEnergy Financing post valuation, the consideration shares contemplated, the proposed management team and board of the Resulting Issuer, the Company may engage asponsor in connection with the transaction. If a sponsor is not engaged, a waiver of the sponsorship requirement will be requested from the TSXV.and other material information respecting the Transaction will be issued.

Trading Halt

In accordance with the policies of the TSXV, Listings Policy 2.4, trading in the shares of the Company will remain halted pending receipt and review of acceptable documentation regarding the Qualifying Transaction.

Cautionary Note Regarding Forward-Looking Information

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends" "expects" and similar expressions which are intended to identify forward-looking information or statements. More particularly and without limitation, this press release contains forward-looking statements and information concerning: the Transaction; the proposed structure by which the Transaction is to be completed; the VulEnergy Financing; and the proposed name change of the Issuer. Kelly Ventures cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of Kelly Ventures, including expectations and assumptions concerning Kelly Ventures, the Transaction, the timely receipt of all required TSXV and regulatory approvals and exemptions (as applicable) and the satisfaction of other closing conditions in accordance with the terms of the Letter of Intent. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Kelly Ventures. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

The forward-looking statements contained in this press release are made as of the date of this press release, and Kelly Ventures does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.

THIS PRESS RELEASE, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES OF THE ISSUER IN THE UNITED STATES. THE SECURITIES OF THE ISSUER HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

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