Kelly Ventures Ltd. — AGM Information 2021

Jun 30, 2021

KELLY VENTURES LTD.

Suite 615 – 800 West Pender Street Vancouver, British Columbia V6C 2V6 T: 604 687 7767 F: 604 688 9895

NEWS RELEASE

June 30th, 2021

TSXV: KKL.P

KELLY VENTURES PROVIDES UPDATE ON ACQUISITION OF EBERS TECH INC. AS QUALIFYING TRANSACTION AND ANNOUNCES ANNUAL GENERAL AND SPECIAL MEETING DATE

Not for distribution to United States newswire services or for dissemination in the United States.

Vancouver, B.C., June 30, 2021- Kelly Ventures Ltd (TSX-V: KKL.P) (the “ Company ” or “ KKL ”), a capital pool company listed on the TSX Venture Exchange (the “ TSXV ”), has called an Annual General and Special Meeting to be held on July 29, 2021 (the “Meeting”).

At the Meeting, the Company will be seeking shareholder approval to the re-election of the Company’s current directors and the re-appointment of Crowe MacKay LLP as the Company’s auditor. The Company’s shareholders will also be asked to pass four ordinary resolutions to be voted on by “disinterested shareholders” (such that none of the Company’s insiders, or their associates and affiliates, will be entitled to vote on such resolutions) to align the Company with the provisions of the updated TSXV Policy 2.4 – Capital Pool Companies (“Updated Policy 2.4”) which was revised effective January 1, 2021.

The four resolutions proposed are as follows:

1. removing the applicability of section 14.13 of the past TSXV Policy 2.4 and adopting the current provisions of Updated Policy 2.4, thereby removing the requirement of the Company to complete a Qualifying Transaction within 24 months of its date of listing on the TSXV, and removing the associated consequences of delisting, or transfer to NEX and cancellation of certain seed shares held by insiders;

2. amending the Company’s Escrow Agreement by adopting certain permitted changes provided by the provisions of Updated Policy 2.4, including changes to the escrow release schedule whereby the length of the term of the escrow will be reduced from 36 months to 18 months. Once final TSXV approval has been obtained to the Qualifying Transaction, the Company will also be clear to file its “Qualifying Transaction” (as defined in TSXV Policy 2.4) with Ebers Tech Inc. (“Ebers”), subject to completion of any concurrent financing and meeting the other conditions of the TSXV towards obtaining final TSXV approval of the Qualifying Transaction;

3. approving the ability to pay finder’s fees, if applicable and subject to certain conditions, to NonArm’s Length Parties (as defined by the policies of the TSXV); and

4. approving certain amendments to the Company’s stock option plan to, among other things, become a “10% rolling” plan prior to the Company completing a Qualifying Transaction. .

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As previously announced, Ebers is a Canadian registered Pharma Tech company, with a portfolio of patents and development methods for producing cocrystals. Ebers is strategically positioned at the nexus of the big pharmaceutical and cocrystal industries, enabling the Company to play a crucial role in the development of the next generation of pharmaceuticals and therapies, and to simultaneously exploit the rapidly advancing cannabinoid and psilocybin cocrystal, pharmaceutical and wellness areas. Of these, the most widely studied and used application is in drug development and more specifically, the formation, design, and implementation of active pharmaceutical ingredients. For further details of Ebers and a summary of the Qualifying Transaction, please refer to the Company’s News Release of December 21, 2020.

As Ebers has not yet completed its audited financial statements for the years ended March 31, 2020, and 2021, as required to complete the Filing Statement for the TSXV, the Company and Ebers have agreed to extend the outside date for closing the definitive amalgamation agreement to September 30, 2021.

Trading in the Company’s common shares has been halted in accordance with TSXV policies since the date of the initial announcement and will remain halted until such time as all required documentation has been filed with and accepted by the TSXV in connection with the Qualifying Transaction.

For further information contact:

Paul Larkin

CEO, Kelly Ventures Ltd. plarkin@pro.net

Nigel Little

Chairman, Ebers Tech Inc. nl@ebers.ca

Forward-Looking Statements Disclaimer

Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. KKL assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements unless and until required by securities laws applicable to KKL. Additional information identifying risks and uncertainties is contained in filings by KKL with the Canadian securities regulators, which filings are available at www.sedar.com. Completion of the Ebers Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Ebers Transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. The TSXV has in no way passed upon the merits of the proposed Ebers Transaction and has neither approved nor disapproved the contents of this press release. The KKL Common Shares will remain halted until such time as permission to resume trading has been obtained from the TSXV. KKL is a reporting issuer in British Columbia.

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