PTF Pender Growth Fund Inc

Pender Growth Fund Inc. (the "Company" or "Pender") is pleased to announce that it has entered into a definitive agreement (the "Agreement") for the potential acquisition (the "Proposed Transaction") of all of the issued and outstanding shares of the Working Opportunity Fund (EVCC) Ltd. ("WOF") in exchange for cash consideration pursuant to a statutory plan of arrangement under the Business Corporations Act (British Columbia).

As a steadfast investor in private companies in the BC technology sector since 2000, Pender believes that long-term committed capital is a key requirement for building a strong local tech sector. Since 1993, WOF has also been a key supporter of the BC technology industry, providing patient long-term capital to BC technology entrepreneurs.

David Barr, CEO of Pender, commented, "This Proposed Transaction represents a unique opportunity for Pender to acquire an investment entity that holds a portfolio of mature companies in the private technology space, our sector of expertise. In fact, it also allows us to add to our holdings of Copperleaf Technologies Inc., one of the holdings we acquired in 2020."

The Proposed Transaction would allow Pender to provide ongoing support to the companies now in WOF’s portfolio, allowing them to continue to execute on their strategic plans without the disruption of a change in direct ownership. Pender's aim will be to support their development and growth toward potential exits when and where possible.

A special committee of the WOF board of directors engaged an independent qualified firm that has provided a fairness opinion stating that the Proposed Transaction is fair from a financial point of view to the shareholders of both the Venture Series and the Commercialization Series, which together comprise WOF.

The Proposed Transaction gives the WOF Venture Series shareholders the option to elect to continue to hold their WOF shares, allowing them to continue to participate in the future performance of the underlying Venture Series portfolio, and with a limited annual right to have their shares redeemed at 40% of NAV. It is anticipated that the WOF will distribute any excess cash, if any, to the WOF Venture Series shareholders as a dividend just prior to closing.

Those WOF Venture Series shareholders who do not elect to continue to hold their shares ("Exiting Shareholders") will, by default, receive a cash payment from Pender of 43.5% of the value of the Venture Series NAV which will be payable 50% on closing of the Proposed Transaction and 50% thereafter. Exiting Shareholders have a limited and conditional right to an additional cash payment from Pender based on a percentage share of the net gains on carrying values at the effective date from divestment activity in the Venture Series portfolio before May 18, 2022, specifically, (a) if a divestment completes on or before November 18, 2021, Exiting Shareholders will receive their pro rata portion of 60% of the net gain; (b) if a divestment completes on or before February 18, 2022, Exiting Shareholders will receive their pro rata portion of 45% of the net gain; and (c) if a letter of intent, term sheet or binding agreement for a divestment is entered into on or before February 18, 2022 and such divestment is subsequently completed by May 18, 2022, Exiting Shareholders will receive their pro rata entitlement of 20% of the net gain.

The sole portfolio asset related to the Commercialization Series is BuildDirect.com Technologies Inc. ("BuildDirect") which announced a potential reverse take-over transaction and subscription receipt financing on March 19, 2021. For the Commercialization Series, it is anticipated that the WOF will distribute excess cash to its shareholders as a dividend just prior to closing and, on closing, the Commercialization Series shareholders would receive a cash payment from Pender equal to the greater of 50% of the NAV of the Commercialization Series portfolio and 75% of the BuildDirect subscription receipt financing price, if that financing is completed on the Proposed Transaction closing date. 

The Proposed Transaction is subject to a number of conditions to closing, including approval of the Supreme Court of British Columbia, the WOF shareholders, the administrator under the Employee Investment Act (British Columbia) and the TSX Venture Exchange. There can be no assurance that the Proposed Transaction will be completed on the basis proposed or at all. A detailed information circular fully describing the Proposed Transaction and matters related to it will be mailed to WOF shareholders in April and will be made available on WOF’s website and profile on SEDAR.

About the CompanyThe Company’s objective is to achieve long-term capital appreciation for its investors. 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 Company 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

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", "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 and the anticipated benefits of the Proposed Transaction to the Company. In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, the assumptions that the parties will be able to satisfy the conditions to closing and complete the Proposed Transaction and that the Company will be able to accomplish its plans and objectives with respect to the WOF portfolio. 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 satisfy the conditions of the Proposed Transaction and close the Proposed Transaction and the ability of the Company to accomplish its plans and objectives with respect to the Proposed Transaction and the WOF portfolio, including any changes in general economic conditions or conditions in the financial markets. The actual results or performance by the Company 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, or if any of them do so, what impact they will have on the Proposed Transaction or financial condition of the Company. Except as required by law, the Company is under no 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.