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

Core Viewpoint - Kadestone Capital Corp. has entered into a purchase agreement to acquire a subsidiary of Attollo Management Inc. for a total consideration of C$12 million, which will be satisfied by issuing 12 million common shares at a price of C$1.00 per share [1][2][4]. Acquisition Details - The acquisition is expected to close by December 31, 2025, and no later than June 30, 2026, subject to customary closing conditions and regulatory approvals [2]. - The acquisition is conditional on entering into a binding definitive agreement for one or both of two residential and mixed-use real estate development projects in the Greater Vancouver area [2]. Strategic Importance - This acquisition represents a significant milestone for Kadestone, enhancing its pipeline of opportunities in the British Columbia real estate market with high-potential development assets [4]. - The acquisition aligns with Kadestone's vision to develop innovative, community-focused real estate projects [4]. Leadership and Experience - David Negrin, a renowned real estate executive, will ensure the transfer of assets and projects from Attollo, bringing over three decades of leadership experience in the Canadian real estate and construction industry [5][6]. - Negrin has previously overseen significant developments, including over 1 million square feet in partnership with First Nations [6]. Related Party Transaction - The acquisition constitutes a "related party" transaction as David Negrin is a current director of Kadestone and will be the sole beneficial shareholder of Attollo on the closing date [8]. - Kadestone intends to rely on exemptions from formal valuation and minority shareholder approval requirements under Multilateral Instrument 61-101 [8]. Shareholder Impact - Following the closing, David Negrin is expected to beneficially own over 20% of Kadestone's common shares, thus becoming a Control Person as defined by TSX-V policies [9][10]. - The company plans to obtain written consent from disinterested shareholders holding more than 50% of the current issued shares prior to closing [10]. Company Overview - Kadestone focuses on the investment, acquisition, development, and management of residential and commercial properties, operating five complementary business lines [12]. - The company aims to become a market-leading vertically integrated property company [12].