Ebers Tech Inc. signed a Letter of Intent to acquire Kelly Ventures Ltd. (TSXV:KKL.P) for CAD 36 million in a reverse merger transaction on December 18, 2020. Following completion of the proposed transaction, the current shareholders of Ebers would own a majority of the issued and outstanding post-consolidated common shares in the capital of the resulting issuer. Prior to the closing of the transaction, Kelly Ventures will consolidate the currently outstanding Kelly Ventures shares on a ratio of four existing shares for one new share. The shareholders of Ebers will exchange their shares in Ebers at a ratio of 20 post-consolidation KKL shares for each issued share of Ebers, subject to the conditions. Ebers will deliver an independent valuation acceptable for regulatory purposes which reflects a valuation of at least CAD 53 million for Ebers, and an initial working capital financing price of CAD 1 per resulting issuer share. If a valuation of less than CAD 53 million is independently indicated, and/or the financing price is reduced, then a pro-rata reduction in the number of acquisition shares issued will occur, or performance shares may be issued. Upon a valuation acceptable to the TSXV of CAD 53 million or greater, the shareholders of Ebers will exchange their 2,643,922 Ebers shares for 52,878,440 Post Consolidation Shares for a deemed total valuation of CAD 52,878,440. If the Independent Valuation indicates a reduced valuation of less than CAD 53 million, the Parties may elect to issue up to 5,287,844 restricted management and board performance escrow shares to be released upon Ebers attaining the financial performance targets. In the event the financial performance targets are not met by Ebers by December 31, 2023, the performance shares shall be cancelled. Other than the issuance of Post Consolidation Shares, there is no other consideration payable by Kelly Ventures to acquire Ebers. Ebers intends, concurrent with closing, on completing a non-brokered private placement to satisfy its working capital requirements. Upon completion of the transaction, Kelly Ventures will continue with the business of Ebers. Ebers will become a wholly owned subsidiary of Kelly Ventures. Prior to the closing of the proposed transaction, Kelly Ventures intends to change its name to “Ebers Tech Inc.”, or such other name as may be agreed by the parties. On completion of the proposed transaction, the directors and officers of Kelly Ventures are expected to resign other than Paul Larkin who is expected to remain a director, and certain key management team and advisors will be appointed, including: Nigel Little, Board Chairman of Ebers Tech Inc., Alex Regan, Director, Chief Executive Officer and Founder, Ebers Tech Inc., Pascal Hughes, Director, Ebers Tech Inc. and Dave Tapolczay, Chief Scientific Advisor to Ebers. As Ebers has not yet completed its audited financial statements for the years ended March 31, 2020, 2021, and 2022 as required to complete the Filing Statement for the TSX-V, Kelly Ventures and Ebers have agreed to extend the outside date for closing the definitive amalgamation agreement to September 30, 2022.

Ebers Tech Inc. cancelled the acquisition of Kelly Ventures Ltd. (TSXV:KKL.P) in a reverse merger transaction in April 2023. Transaction was terminated after parties failed to enter into a definitive agreement.