PTF Pender Growth Fund Inc

Pender Growth Fund Inc. (“PGF”; TSXV: PTF) and Pender Private Investments Inc. (“PPI”) today announce that they have signed a non-binding letter of intent (the “Letter of Intent”) to acquire all Legacy Shares of PPI not currently owned by PGF (the “Proposed Transaction”).

PGF currently holds approximately 98% of the outstanding Legacy Shares of PPI. Pursuant to the terms of the Letter of Intent, PGF proposes to acquire the remaining Legacy Shares at a cash purchase price equal to 100% of the Net Asset Value (“NAV”) of PPI’s portfolio, determined in accordance with past practice of the manager of PPI, PenderFund Capital Management Ltd. (the “Purchase Price”), pursuant to a statutory plan of arrangement under the Business Corporations Act (British Columbia). The Letter of Intent provides that the Purchase Price will be determined based on a calculation of NAV as of five business days prior to the signing of the definitive agreement for the Proposed Transaction, subject to adjustment to a maximum of five percent up or down based on an updated calculation of NAV as of five business days prior to the closing of Proposed Transaction.

The board of directors of PPI has formed a special committee (the “Special Committee”), composed of independent directors, to consider and evaluate the terms of the Proposed Transaction, to determine whether the Proposed Transaction is in the best interests of PPI and to recommend whether shareholders should vote in favour of the Proposed Transaction. In furtherance of their evaluation, the Special Committee has engaged independent legal counsel and will procure an opinion from an independent financial advisor as to the fairness, from a financial point of view, of the Proposed Transaction to the shareholders of the Legacy Shares, other than PGF (a “Fairness Opinion”).

The terms of the Proposed Transaction set out in the Letter of Intent, including the Purchase Price, are non-binding and are therefore subject to change. Completion of the Proposed Transaction remains subject to, among other things, the negotiation of a definitive agreement, approval of the PPI shareholders (including majority of the minority approval), receipt of a satisfactory Fairness Opinion and court approval.

PPI shareholders, other than PGF, are able to request annual retraction of their shares and are currently entitled to request retraction of their shares up to June 10, 2023, at $2.82 per share, which represents 40% of NAV per share on December 31, 2022. Those shareholders who exercise their retraction right will instead receive 100% of the NAV per share under the Proposed Transaction.

About PGF

PGF’s objective is to achieve long-term capital appreciation for its investors. PGF utilizes its small capital base and long-term horizon to invest in unique situations; primarily small cap, special situations, and illiquid public and private companies. PGF trades on the TSX Venture Exchange under the symbol “PTF”.

Please visit www.pendergrowthfund.com.

For further information, please contact:

Tony RautavaPenderFund Capital Management Ltd.(604) 653-9625Toll Free: (866) 377-4743

About PPI

Pender Private Investments Inc. is an investment entity with a portfolio of technology companies that was acquired by PGF through the acquisition of another venture capital fund. Please visit www.pendergrowthfund.com.

For further information, please contact:

Tony RautavaPenderFund Capital Management Ltd.(604) 653-9625Toll Free: (866) 377-4743

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.

Forward-Looking Information

This news release contains certain “forward looking statements” and certain “forward-looking information” as defined under applicable Canadian and U.S. securities laws (together, “forward-looking statements”). Forward looking statements can generally be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans”, “proposed” “potential” or similar terminology. Forward-looking statements in this news release include, but are not limited to, statements and information related to completion of the Proposed Transaction. In making the forward-looking statements in this news release, PGF and PPI have applied several material assumptions, including, without limitation, the assumptions that the parties will be able to negotiate a definitive agreement and satisfy the conditions to closing of the Proposed Transaction, including agreement as to the Purchase Price and the receipt of a Fairness Opinion and requisite shareholder and court approvals. Forward-looking statements and information are not historical facts and are made as of the date of this news release. These forward-looking statements involve numerous risks and uncertainties and actual results may vary. Important factors that may cause actual results to vary include, without limitation, risks related to the ability of the parties to negotiate and execute a definitive agreement and satisfy the conditions of closing of the Proposed Transaction, including agreement as to the Purchase Price and the receipt of a Fairness Opinion and requisite shareholder and court approvals. The actual results or performance by PGF and PPI could differ materially from those expressed in, or implied by, any forward-looking statements relating to those matters. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur. Except as required by law, neither PGF nor PPI is under any obligation, and expressly disclaim any obligation, to update, alter or otherwise revise any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.