Kadestone Enters into Definitive Agreement to Acquire BC-Based Real Estate Development Company

Vancouver, British Columbia--(Newsfile Corp. - September 2, 2025) - Kadestone Capital Corp. (TSXV: KDSX) (OTCQB: KDCCF) ("Kadestone" or the "Company") is pleased to announce that it has entered into a purchase agreement (the "Purchase Agreement") with Attollo Management Inc. ("Attollo"), a private development firm led by renowned real estate executive David Negrin. Pursuant to the terms of the Purchase Agreement, Kadestone will acquire a subsidiary of Attollo (the "Acquisition") that will own certain rights and interests in select real estate development projects for total consideration of C$12 million, to be satisfied by the issuance of 12,000,000 common shares of Kadestone (the "Consideration Shares") at a price of C$1.00 per Consideration Share which will be subject to an escrow agreement and a time-based release schedule.

The closing of the Acquisition (the "Closing") is expected to occur by December 31, 2025 and by no later than June 30, 2026 (the "Closing Date"), subject to the satisfaction of customary closing conditions and the receipt of all required regulatory, TSX Venture Exchange (the "TSX-V") and shareholder approvals. The Closing is conditional on, among other things, the parties entering into a binding definitive agreement, prior to the Closing Date, for one of two residential and mixed used real estate development projects (or both) located in the Greater Vancouver area that Attollo is in the process of negotiating. There can be no assurance that the Acquisition will be completed on the terms described herein or at all, including whether a binding definitive agreement will be entered into for one or both of the aforementioned projects.

Once issued, all of the Consideration Shares will be subject to a statutory hold period expiring four months and one day following the date of issuance.

The Acquisition represents a significant milestone for Kadestone as it enhances the Company's pipeline of opportunities in the British Columbia real estate market with high-potential development assets strategically located in growth markets across British Columbia. It also builds on Kadestone's vision to develop innovative, community-focused real estate projects.

As part of the Acquisition, David Negrin will continue to ensure the transfer of all agreed upon assets and projects in Attollo which include a portfolio of real estate development projects across the Greater Vancouver region. The execution of these projects will be led by Kevin Hoffman, Kadestone's Chief Development Officer. Together, Mr. Negrin and Mr. Hoffman have delivered more than 7,000 new homes, rezoned over 60 million square feet, and enabled the development of approximately 60,000 homes-much of it in partnership with First Nations.

Mr. Negrin brings over three decades of leadership in the Canadian real estate and construction industry. Throughout his career, he has played a pivotal role in redeveloping brownfield sites across Greater Vancouver and in establishing meaningful, long-standing partnerships with First Nations communities throughout British Columbia. Mr. Negrin previously served as President of Aquilini Development and Construction Inc. from 2008 to 2016, during which time he oversaw over 1 million square feet of development in partnership with the Tsleil-Waututh and Tsawwassen First Nations, as well as the construction and sale of more than 1 million square feet of downtown Vancouver real estate. Prior to that, he managed over 8 million square feet of master-planned communities as Senior Vice President at Concord Pacific Group Inc., one of North America's largest residential developers.

"We are honored to work alongside David through the Acquisition," said Brent Billey, CEO. "David's unparalleled experience and legacy in shaping Western Canada's urban landscape are invaluable. The Acquisition not only adds strategic development opportunities to our platform but also strengthens our position as a developer of community-focused, impactful projects."

Related Party Transaction & Shareholder Approval

The Acquisition constitutes a "related party" transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), as David Negrin is a current director of the Company and will be the sole beneficial shareholder of Attollo Management on the Closing Date. The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements under MI 61-101 as the Company expects that the Acquisition will be supported by an arm's length control person of the Company and other arm's length persons holding a majority of the voting shares of the Company.

In addition, the Company expects that David Negrin will beneficially own greater than 20% of the issued and outstanding common shares of Kadestone ("Common Shares") following the Closing and therefore will become a Control Person (as defined in the policies of the TSX-V).

As at the date hereof, David Negrin beneficially owns, directly and indirectly, or exercises control and direction over, an aggregate of 800,000 Common Shares and options to acquire up to an additional 300,000 Common Shares, representing approximately 1.70% of the current issued and outstanding Common Shares on a non-diluted basis and approximately 2.34% on a partially diluted basis. Following the Closing, the Company expects that David Negrin will beneficially own, directly or indirectly, or exercise control and direction over, an aggregate of 12,800,000 Common Shares and options to acquire up to an additional 300,000 Common Shares, representing approximately 21.72% of the then issued and outstanding Common Shares on a non-diluted basis and approximately 22.23% on a partially diluted basis. Therefore, in accordance with the TSX-V policies for the creation of a new Control Person, the Company intends to obtain the written consent of disinterested shareholders holding more than 50% of the current issued and outstanding Common Shares (the "Shareholder Consent") prior to the Closing, which Shareholder Consent will exclude any votes held by Mr. Negrin and his Affiliates and Associates (each as defined in the TSX-V policies).

About Attollo Management Inc.

Attollo Management is a private real estate development and management firm founded by David Negrin. The company specializes in urban redevelopment projects and is committed to building strong partnerships with Indigenous communities to deliver sustainable, community-driven developments.

About Kadestone

Kadestone was established to pursue the investment in, acquisition, development and management of residential and commercial income producing properties, and procurement and sale of building materials within major urban centres and high-growth, emerging markets in Canada. The Company operates five complimentary business lines spanning building materials procurement and supply, property development and construction, construction finance, asset ownership and property management. These synergistic business lines have solidified Kadestone's vision to become a market leading vertically integrated property company. Additional information can be found at www.kadestone.com.

ON BEHALF OF THE BOARD

(signed) "Brent Billey"

President, CEO and Director

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

Cautionary Statement Regarding Forward- Looking Statements

Certain information in this press release, including, but not limited to, statements regarding the Acquisition, including the anticipated benefits and proposed timing, terms, process and completion of the Acquisition on the terms described herein or at all; the satisfaction of the conditions precedent to the Acquisition by the Closing Date or at all, including the entering into one or more binding definitive agreements for certain real estate development projects; the creation of a new Control Person; the timing and receipt of all required regulatory, TSX-V and shareholder approvals for the Acquisition, including the Shareholder Consent; and the Company's objectives, goals or future plans, including the Company's vision to become a leading vertically integrated property company, may constitute forward looking information within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements"), which can be identified by the use of terms such as "may," "will," "should," "expect," "anticipate," "project," "estimate," "intend," "continue" or "believe" (or the negatives) or other similar variations. The forward-looking statements are based on the current expectations of the management of Kadestone. Because of various risks and uncertainties, including those referenced below, actual events or results may differ materially from those reflected or contemplated in such forward-looking statements. As a result, you should not rely on such forward-looking statements. Forward-looking statements reflect material expectations and assumptions, including, without limitation, expectations and assumptions relating to Kadestone's ability to complete the Acquisition on the terms described herein by the Closing Date or at all; current estimates and assumptions regarding the benefits of the Acquisition; Kadestone's ability to obtain all required regulatory, TSX-V and shareholder approvals for the Acquisition; and the stability of the financial and capital markets. Additional information identifying assumptions, risks and uncertainties relating to Kadestone is contained in Kadestone's filings with the Canadian securities regulators available at www.sedarplus.ca. These risks include, but are not limited to, Kadestone's requirement of significant additional capital; Kadestone's ability to recognize the anticipated benefits of the Acquisition; Kadestone's ability to satisfy all the conditions precedent to close the Acquisition; Kadestone's ability to obtain all required regulatory, TSX-V or shareholder approval on the anticipated timeline or at all; and those other risks described in the "Risk Factors" section of the Company's final prospectus dated September 2, 2020, and in the Management's Discussion and Analysis for the years ended December 31, 2024 and 2023. The forward-looking statements in this press release are applicable only as of the date of this release or as of the date specified in the relevant forward-looking statement. The Company has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

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