Kadestone Capital closes $3,300,000 convertible note placement

Vancouver, British Columbia--(Newsfile Corp. - June 11, 2026) - Kadestone Capital Corp. (TSXV: KDSX) ("Kadestone" or the "Company") is pleased to announce that it has closed a non-brokered private placement (the "Private Placement") of secured convertible notes (each, a "Convertible Note") and common share purchase warrants ("Warrants"). Pursuant to the Private Placement, the Company issued one Convertible Note in the aggregate principal amount of $3,300,000 and 8,250,000 Warrants. The Convertible Note issued pursuant to the Private Placement will mature on the date that is 36 months after issuance (the "Maturity Date"), subject to acceleration upon the occurrence of an event of default and will bear interest at a rate of 10% per annum, compounded monthly and payable on redemption or conversion.

The Convertible Notes are convertible, at the option of the holder, at any time following issuance into common shares in the capital of Kadestone ("Common Shares") at a conversion price of $0.40 per Common Share (the "Conversion Price"), provided that such conversion shall not result in the holder beneficially owning or controlling 9.9% or more of the issued and outstanding Common Shares without the prior approval of the TSX Venture Exchange ("TSXV"). Notwithstanding the foregoing, any conversion of interest accrued on the Convertible Notes, with the deemed issue price determined in accordance with TSXV policies, will be subject to the prior approval of the TSXV. Each Warrant will entitle the holder to purchase one Common Share at a price of $0.50 per Common Share for a period of 36 months from issuance, subject to customary adjustments.

The proceeds of the Private Placement will be used to pay down debt and for general corporate purposes. The Convertible Notes will automatically convert into Common Shares upon the occurrence of certain events (each, an "Automatic Conversion"), including upon the closing of an equity financing resulting in gross proceeds to the Company of not less than $25 million (a "Qualifying Transaction") and completion of a sale or other disposition of all or substantially all of the Company's assets (a "Change of Control Transaction"). Where an Automatic Conversion occurs pursuant to a Qualifying Transaction, the principal amount of the Convertible Notes will automatically convert into Common Shares at the Conversion Price, provided that such conversion does not result in the holder beneficially owning or controlling 9.9% or more of the issued and outstanding Common Shares without prior approval of the TSXV.

Any conversion of accrued and unpaid interest will be subject to the prior approval of the TSXV and will be issued at a price not less than the minimum price permitted under TSXV policies at the time of conversion. In the event of a Change of Control Transaction, the applicable conversion price will be equal to the Conversion Price, subject to, in the case of accrued and unpaid interest, the prior approval of the TSXV. The securities issued pursuant to the Private Placement, including any underlying Common Shares, will be subject to a four-month and one day statutory hold period, expiring October 12, 2026, in accordance with applicable Canadian securities laws.

The Private Placement remains subject to the final approval of the TSXV. 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 . For further information please contact David Negus, CFO, Kadestone Capital Corp., dnegus@kadestone.com , 604 671-8142 ON BEHALF OF THE BOARD (signed) "Kevin Hoffman" CEO and Director Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) 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 Company's objectives, goals and future plans, including the Company's ability to identify opportunities and secure additional investments in 2026 and the Company's vision to become a leading vertically integrated property company, may constitute forward-looking information (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. 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 receive sufficient financing to execute its business objectives or plans on acceptable terms or at all; Kadestone's ability to realize the anticipated benefits for its synergistic business lines; 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 receive sufficient financing to execute its business objectives or plans on acceptable terms or at all; and those other risks and uncertainties 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, 2025 and 2024.

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. NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES To view the source version of this press release, please visit https://www.newsfilecorp.com/release/301237 Newsfile Corp. June 11, 2026 - 3:57 PM PDT News by QuoteMedia www.quotemedia.com