VANCOUVER, BC - TheNewswire – May 25, 2021 - Kenadyr Mining (Holdings) Corp. (TSXV:KEN) (OTC:KNDYF) (FRA:KM0) (the “Company” or “Kenadyr”) announces that it has finalized the terms of its previously announced non-brokered private placement (the "Private Placement") of convertible debentures (the "Debentures") in the principal amount of up to $200,000.

The Debentures will mature twelve (12) months from the date of issuance and bear interest at a rate of 20% per annum, payable on maturity. Repayment of the Principal Amount on the Debenture, together with interest accrued but unpaid, will be made on or prior to that date (the “Maturity Date”) which is 12 months following the Issue Date.

The Principal Amount is convertible into Units, in whole or in part, at any time following the Issue Date but on or before the Maturity Date, at a conversion price of $0.05 per Unit (the “Conversion”).  Each Unit will consist of one Common Share and one Warrant.  Each Warrant entitles the holder to purchase one Common Share (each, a “Warrant Share”) at a price of $0.05 per Warrant Share for a period of 24 months from the Issue Date.  Any accrued and unpaid interest shall be paid, at the Subscriber’s election, in cash or Common Shares, subject to TSX-V approval, at a share price equal to the closing price of the Common Shares on the TSX-V on the date of the Conversion.

Upon and subject to the completion of the consolidation of the Common Shares on the basis of one post-consolidation Common Share for every ten pre-consolidation Common Shares (see press release of April 27, 2021), the Debentures will automatically convert into Units on the basis of one Unit for each $0.35 of the Principal Amount.  Any accrued and unpaid interest shall, subject to TSX-V approval, be paid in Common Shares at a share price equal to the closing price of the Common Shares on the TSX-V on the date the Common Shares are automatically converted.

The Private Placement is subject to final approval from the TSX Venture Exchange.

Proceeds of the Private Placement will be used for general corporate purposes while the Company completes the transaction as described in its press release dated April 27, 2021.

Finder’s fees may be payable to arm’s length parties that have introduced the Company to certain subscribers participating in the Offering. All securities issued in the Offering are subject to a four-month hold period, during which time the securities may not be traded. Closing of the Offering is subject to the approval of the TSX Venture Exchange.

This press release does not constitute an offer of sale of any of the foregoing securities in the United States. None of the foregoing securities have been and will not be registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”) or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) or persons in the United States absent registration or an applicable exemption from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the foregoing securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Kenadyr

Kenadyr is currently listed on the TSXV Exchange and its primary business is mineral exploration in the Kyrgyz Republic, specifically gold exploration in Borubai. Kenadyr holds all issued and outstanding securities in PIC Ala-Too, a Kyrgyz Republic company registered in Bishkek, which is the 100% legal and beneficial holder of an exploration license related to Kenadyr’s Borubai Project.

This press release does not constitute an offer of sale of any of the foregoing securities in the United States. None of the foregoing securities have been and will not be registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”) or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) or persons in the United States absent registration or an applicable exemption from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the foregoing securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

ON BEHALF OF KENADYR MINING (HOLDINGS) CORP.

Tim McCutcheon
Chief Executive Officer

For more information, visit www.kenadyr.com or contact Tim McCutcheon, CEO at info@kenadyr.com or +1 (604) 638 3311‬.‬‬‬‬‬‬‬‬‬‬‬‬‬

Neither the 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 Note Regarding Forward-Looking Statements This news release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian and U.S. securities legislation, including the United States Private Securities Litigation Reform Act of 1995.  All statements, other than statements of historical fact, included herein including, without limitation, anticipated exploration program results from exploration activities, the Company’s expectation that it will be able to enter into agreements to acquire interests in additional mineral properties, the discovery and delineation of mineral deposits/resources/reserves, the closing and amount of the Placement, and the anticipated business plans and timing of future activities of the Company, are forward-looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: “believe”, “expect”, “anticipate”, “intend”, “estimate”, “postulate” and similar expressions, or are those, which, by their nature, refer to future events. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward-looking statements as a result of various factors, including, operating and technical difficulties in connection with mineral exploration and development activities, actual results of exploration activities, the estimation or realization of mineral reserves and mineral resources, the timing and amount of estimated future production, the costs of production, capital expenditures, the costs and timing of the development of new deposits, requirements for additional capital, future prices of lithium, changes in general economic conditions, changes in the financial markets and in the demand and market price for commodities, accidents, labour disputes and other risks of the mining industry, delays in obtaining governmental approvals, permits or financing or in the completion of development or construction activities, changes in laws, regulations and policies affecting mining operations, title disputes, the inability of the Company to obtain any necessary permits, consents, approvals or authorizations, including acceptance by the TSX-V, required for the Placement, the timing and possible outcome of any pending litigation, environmental issues and liabilities, and risks related to operations, and other risks and uncertainties disclosed in the Company’s latest interim Management Discussion and Analysis and filed with certain securities commissions in Canada. All of the Company’s Canadian public disclosure filings may be accessed via www.sedar.com and readers are urged to review these materials, including the technical reports filed with respect to the Company’s mineral properties. Readers are cautioned not to place undue reliance on forward-looking statements.  The Company undertakes no obligation to update any of the forward-looking statements in this news release or incorporated by reference herein, except as otherwise required by law.

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