Pender Growth Fund Portfolio Company Announces Proposed Transaction

(TSXV: PTF)

Pender Growth Fund Inc. (the “

Company

” or “

PTF

”) today announces that one of its significant investees, Copperleaf Technologies Inc. (TSX:CPLF) (“

Copperleaf

”), has entered into a definitive arrangement agreement (the “

Arrangement Agreement

”) with Industrial and Financial Systems, IFS AB (“

IFS

”), pursuant to which IFS has agreed to indirectly acquire all of the issued and outstanding common shares of Copperleaf (the “

Copperleaf Shares

”) for $12.00 in cash per Copperleaf Share (the “

Copperleaf Transaction

”). The Company owns 6,739,883 Copperleaf Shares and its NAV as at May 31, 2024 was $11.9164 per common share based on a price per Copperleaf Share of $8.30 and based on its 7,286,129 shares outstanding. The Company is subject to a 15% performance fee on gains from its Copperleaf holdings.

Subject to the satisfaction of all conditions to closing set out in the Arrangement Agreement, it is anticipated that the Copperleaf Transaction will be completed in the third quarter of 2024. Further details on the Copperleaf Transaction can be found in Copperleaf’s press release issued today.

About the Company        

Pender Growth Fund Inc is an investment firm. Its investment objective is to achieve long-term capital growth. The Company 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. The firm invests in public and private companies based primarily in Canada and the U.S., principally in the technology sector. It trades on the TSX Venture Exchange under the symbol “PTF” and posts its NAV on its website, generally within five business days of each month end.

Please visit www.pendergrowthfund.com.

For further information, please contact:

Tony Rautava

Corporate Secretary Pender Growth Fund Inc. [phone]Toll Free: [phone]

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 may contain forward-looking statements (within the meaning of applicable securities laws) relating to the business of the Company and the environment in which it operates. Forward-looking statements are identified by words such as “believe”, “anticipate”, “project”, “expect”, “intend”, “plan”, “will”, “may”, “estimate” and other similar expressions. These statements are based on the Company's expectations, estimates, forecasts and projections and include, without limitation, statements regarding the Copperleaf Transaction. The forward-looking statements in this news release are based on certain assumptions; they are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to the possibility that the Copperleaf Transaction will not be completed on the terms and conditions or timing currently contemplated, or at all, due to a failure to obtain, in a timely manner or otherwise, required shareholder, court and regulatory approvals and the failure to satisfy other conditions of closing or other circumstances contemplated by the Arrangement Agreement. There can be no assurance that forward-looking statements will prove to be accurate as actual outcomes and results may differ materially from those expressed in these forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the Company assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.