Mr. Steve Vanry reports

PENDER STREET CAPITAL CORP. AND 1559239 B.C. LTD. ENTER INTO LETTER OF INTENT TO COMPLETE QUALIFYING TRANSACTION AND LISTING ON THE TSX VENTURE EXCHANGE

Pender Street Capital Corp. and 1559239 B.C. Ltd. (TargetCo or Calu) have entered into a non-binding letter of intent dated June 1, 2026, which outlines the general terms and conditions of a proposed transaction that will result in a reverse takeover of Pender by Calu. The proposed transaction will not be a non-arm's-length qualifying transaction (as such term is defined in Policy 2.4 (Capital Pool Companies) of the TSX Venture Exchange corporate finance manual) and, if completed, will constitute Pender's qualifying transaction (as such term is defined in Policy 2.4).

In connection with the proposed transaction, Pender and Calu will issue a subsequent news release setting out further information as contemplated in Policy 2.4.

About 1559239 B.C. Ltd.

TargetCo was incorporated on Oct. 2, 2025, pursuant to the Business Corporations Act (British Columbia) and is not a reporting issuer in any province or territory of Canada. TargetCo is a mineral exploration company based in Vancouver, B.C., Canada, and is the registered and beneficial owner of 99.9 per cent of the issued and outstanding common shares of Minera Rio Dorado SA de CV, a Mexican company that owns all right, title and interest in and to certain mineral claims and mining concessions, including, without limitation, the Pena Blanca and San Carlos claims located in Oaxaca state, Mexico (San Carlos known as La Gitana gold-silver project) and the Gloria mineral concession, which is part of the Kilometer 66 district in east-north Durango state, Mexico. TargetCo entered into a share exchange agreement dated Jan. 15, 2026, providing for the acquisition of Rio Dorado, which is expected to close before the end of June. Upon completion of the proposed transaction, the resulting issuer will carry on the business of Rio Dorado as a mineral exploration company focused on the exploration of the Mexican projects. Both La Gitana gold-silver project and the KM 66 project hosts large, structurally controlled, low-sulphidation epithermal gold-silver mineralization with significant historical exploration and strong potential for high-grade mineralization and expansion. Additionally to gold and silver, the KM 66 project also has polymetallic style with zinc-lead (copper) mineralization.

Financial information on target

Based on the unaudited financial statements of TargetCo for the three-month period ended March 31, 2026, TargetCo had a net loss of $46,506 based on nominal revenue for the three months ended March 31, 2026, total assets of $1,227,904, total liabilities of $44,410 and shareholders equity of $1,183,494, as at March 31, 2026.

Pender Street Capital Corp.

Pender was incorporated on Sept. 2, 2021, pursuant to the provisions of the BCBCA and is a capital pool company (as defined in the manual) listed on the TSX Venture Exchange and a reporting issuer in the provinces of British Columbia, Alberta and Ontario. Pender has no commercial operations and no assets other than cash. Pender's only business is to identify and evaluate assets or businesses with a view to completing a qualifying transaction (as defined in Policy 2.4).

Proposed transaction summary

The proposed transaction is expected to be structured as a three-cornered amalgamation pursuant to the provisions of the BCBCA, whereby Pender will incorporate a wholly owned subsidiary under the BCBCA, which will amalgamate with TargetCo to form a newly amalgamated company (Amalco). In connection with the amalgamation, holders of the common shares of TargetCo (Calu shares) will receive one common share in the capital of the resulting issuer as consideration for each Calu share held immediately before the amalgamation, and holders of Calu warrants (as defined below) will receive one warrant as consideration for each Calu warrant held immediately before the amalgamation. Each resulting issuer warrant will entitle the holder thereof to acquire an additional resulting issuer share at an exercise price of 25 cents per resulting issuer share for a period of two years from issuance. TargetCo's original shareholders hold 39,875,000 Calu shares and 13,291,667 TargetCo share purchase warrants, and TargetCo completed a financing for gross proceeds of $2.88-million by issuing 24 million units, each Calu unit being composed of one Calu share and one-third of a Calu warrant. Accordingly, TargetCo currently has 63,875,000 Calu shares and 21,291,667 Calu warrants issued and outstanding, such that the total consideration payable in connection with the proposed transaction is expected to be approximately 63,875,000 resulting issuer shares and 21,291,667 resulting issuer warrants on a postconsolidation (as defined below) basis.

In connection with the proposed transaction, it is anticipated that Pender will consolidate its common shares on a one-for-1.6 basis, as may be adjusted. As a result of the consolidation, each security convertible into a Pender share will, upon conversion, be adjusted in accordance with its terms to account for the consolidation.

The proposed transaction is subject to the parties entering into a definitive agreement in respect of the proposed transaction on or before June 30, 2026, or such other date as Pender and Calu may mutually agree. Completion of the proposed transaction is also subject to a number of other customary conditions, including obtaining all necessary shareholder and regulatory approvals, including TSX Venture Exchange approval.

Pursuant to the proposed transaction, Pender will: (i) change its name to Calu Silver Corp. or such other name as requested by Calu acting reasonably and as may be acceptable to the TSX-V and regulatory authorities; and (ii) adopt a new equity incentive plan and stock symbol. Concurrently with, or immediately following, the closing of the proposed transaction and subject to receipt of shareholder approval of the new equity incentive plan, the new board of directors of the resulting issuer may issue additional stock options and/or restricted share units, performance share units or deferred share units to directors, officers, employees and consultants of the resulting issuer in accordance with the equity incentive plan, applicable TSX-V policies and securities laws. Upon completion of the proposed transaction, the resulting issuer will carry on the business of Rio Dorado, and Amalco will be a wholly owned subsidiary of the resulting issuer.

In connection with the proposed transaction, Pender will convene a meeting of its shareholders for the purpose of approving, among other matters: (i) the consolidation; (ii) the adoption of the equity incentive plan on terms acceptable to the TSX-V and applicable regulatory authorities; (iii) the name change; and (iv) such other matters as Pender or Calu may deem necessary or advisable or that would not reasonably be expected to impede, delay or interfere with the completion of the proposed transaction, or that Calu may reasonably request. It is not currently anticipated that the proposed transaction will require the approval of the shareholders of Pender as it is not a non-arm's-length qualifying transaction (as defined in Policy 2.4) or a related-party transaction pursuant to the provisions of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). Each of the directors and officers of Pender will, contemporaneously with or prior to the execution of the definitive agreement, enter into a voting support agreement with Calu to vote all of their securities of Pender in favour of the Pender shareholder meeting matters. Additionally, Pender's board of directors will unanimously recommend to its shareholders that they vote in favour of and approve the Pender shareholder meeting matters.

In connection with the proposed transaction, Calu will convene a meeting of its shareholders for the purpose of approving: (i) the proposed transaction; and (ii) such other matters as Calu may deem necessary or advisable or that would not reasonably be expected to impede, delay or interfere with the completion of the proposed transaction, or that Pender may reasonably request. Each of the directors and officers of Calu will, contemporaneously with or prior to the execution of the definitive agreement, enter into a voting support agreement with Pender to vote all of their securities of Calu in favour of the Calu shareholder meeting matters. Additionally, Calu's board of directors will unanimously recommend to its shareholders that they vote in favour of and approve the Calu shareholder meeting matters.

Upon the closing of the proposed transaction, it is expected that, excluding the proposed concurrent financing (as defined below), the resulting issuer will have approximately: (i) 67,625,000 resulting issuer shares issued and outstanding; (ii) up to 6,762,000 stock options issued and outstanding to acquire an aggregate of up to 6,762,000 resulting issuer shares; and (iii) 21,291,667 resulting issuer warrants issued and outstanding to acquire an aggregate of 21,291,667 resulting issuer shares. Notwithstanding the foregoing, as at the date hereof, it is not possible for the parties to definitively determine the aggregate number of resulting issuer shares expected to be outstanding upon completion of the proposed transaction, nor the percentage of the outstanding resulting issuer shares expected to be owned by the shareholders of Pender and Calu, as such determinations will depend upon the terms of the concurrent financing and the consolidation, any of which may impact the total number of resulting issuer shares expected to be outstanding upon completion of the proposed transaction. A subsequent news release will be issued when the applicable information is confirmed.

No finder's fee or commission is payable in connection with the proposed transaction. Additionally, no deposits, advances or loans have been made, or will be made, in connection with the proposed transaction.

Concurrent financing

Prior to or concurrently with the closing of the proposed transaction, Pender will complete a non-brokered private placement of subscription receipts raising minimum gross proceeds of $3,265,000 at a price of 12 cents per postconsolidation subscription receipt. Upon satisfaction or waiver of customary escrow release conditions, including, but not limited to, the closing of the qualifying transaction, each subscription receipt shall automatically convert, for no additional consideration, into one postconsolidation resulting issuer share. If the escrow release conditions are not satisfied, the escrowed proceeds shall be returned to the subscribers in accordance with the terms of the subscription receipt agreements.

It is intended that the concurrent financing will constitute a concurrent financing as such term is defined under Policy 2.4.

The net proceeds of the concurrent financing will be used for general operating expenses, advancement of La Gitana project and financing completion of the proposed transaction.

Pender may pay finders' fees in connection with the concurrent financing, the details of which, if any, will be disclosed in a subsequent news release.

Officers and directors

Prior to completion of the proposed transaction and subject to approval by the TSX-V and the filing of all required materials, it is anticipated that the board of directors of the resulting issuer will be reconstituted to comprise a slate of five directors, of which at least three directors will be independent. It is currently expected that the board of directors of the resulting issuer will be composed of the following individuals: Javier Reyes de la Campa, Peter Damouni, Ali Pejman, Rory Godinho and John-Mark Staude. The officers of the resulting issuer will be determined prior to completion of the proposed transaction.

Francisco Javier Reyes de la Campa

Mr. Reyes de la Campa is a seasoned professional and entrepreneur with over 25 years of experience in investing and building companies. He has co-founded various firms across the finance, mining, agriculture and food sectors. More recently, his strategic leadership was instrumental in the turnaround of Luca Mining Corp., Goldgroup Mining Inc., Gold Resource Corp. and Organto Foods Inc., all revenue-generating public companies and resource issuers which are based in Mexico. Luca Mining and Goldgroup Mining were recently named to the TSX-V's Venture 50 list of top-performing companies. Mr. Reyes de la Campa was a founding director of Organto Foods, previously served on the board of directors from 2015 to 2020 and currently serves as co-chair.

Peter Damouni

Mr. Damouni has over 25 years of corporate and investment banking experience with a focus on the natural resource sector. He is a seasoned executive, public company director and investor with a proven record of creating shareholder value through turnarounds, recapitalizations, restructurings, trade sales and the establishment of new ventures. Mr. Damouni has led companies through periods of significant growth and transformation, raising capital in both public and private markets, negotiating strategic partnerships, and executing transactions that have unlocked value for stakeholders.

Ali Pejman

Mr, Pejman has over 25 years experience as an investment banker. He is a partner of Fort Capital Partners, a boutique investment bank specializing in mergers and acquisitions and capital market advisory. He has advised mining and natural resource companies on equity financings exceeding $5-billion and more than $40-billion in M&A transactions, working with many of North America's leading mining executives. Mr. Pejman is an active angel investor and works closely with emerging business leaders. He holds the prestigious fellowship of chartered accountants designation and is an alumnus and active supporter of the University of British Columbia's Sauder School of Business. He currently serves as vice-chair of the VGH and UBC Hospital Foundation and is a member of the University of British Columbia board of governors.

Rory Godinho

Mr. Godinho has over 40 years of experience in the public capital market sector. He is currently the co-chair of the Canadian capital markets and securities group of Cozen O'Connor LLP, an Amlaw 500 international law firm. He has a broad client base representing private and public companies in the natural resource, technology, food and beverage, and industrial sectors, and has also represented several Canadian independent investment dealers. He has extensive experience advising these clients on a wide array of matters such as initial public offerings, equity and debt financings, M&A, reverse takeovers, qualifying transactions, and corporate reorganizations. Mr. Godinho has extensive experience in securities regulatory matters and served as chairperson of the TSX-V's national advisory committee. Mr. Godinho has served as a director and officer of several listed issuers, and is currently a director of Luca Mining Corp. Mr. Godinho graduated with a law degree from the University of British Columbia.

John-Mark Staude

Mr. Staude has over 20 years of diverse mining and exploration experience in precious and base metals. He earned a master of science from Harvard University and a PhD in economic geology from the University of Arizona. Mr. Staude held positions of increasing responsibility with several major international mining companies including Kennecott, BHP-Billiton and Teck Cominco. Mr. Staude has worked and conducted exploration programs all over the world, and is currently the president and chief executive officer of Riverside Resources Inc. and the chairman and a director of Capitan Silver Inc.

Non-arm's-length parties

There is no direct or indirect beneficial interest of any non-arm's-length party (as defined in the manual) to Pender in the shareholders of Calu, the significant assets (as such term is defined in Policy 2.4) or Calu. No non-arm's-length parties to Pender are insiders (as defined in the manual) of Calu. There is no relationship between or among any non-arm's-length party to Pender and the non-arm's-length parties to the qualifying transaction (as such term is defined in Policy 2.4). No party or their respective associates or affiliates (as such terms are defined in the manual) are a control person (as defined in the manual) of both Pender and Calu, and, as such, the proposed transaction will not constitute a non-arm's-length qualifying transaction (as defined in Policy 2.4).

It is not currently anticipated that the proposed transaction will require the approval of the shareholders of Pender as it is not a non-arm's-length qualifying transaction or a related-party transaction pursuant to the provisions of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The proposed transaction will require the approval of the shareholders of Calu.

Trading in Pender shares

Trading in the Pender shares has been halted in compliance with the policies of the TSX-V. Trading in the Pender shares will remain halted pending the review of the proposed transaction by the TSX-V and satisfaction of the conditions of the TSX-V for resumption of trading. It is likely that trading in the Pender shares will not resume prior to the closing of the proposed transaction.

Additional information

All information contained in this press release with respect to Pender and Calu was supplied by the parties, respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

About 1559239 B.C. Ltd.

TargetCo was incorporated on Oct. 2, 2025, pursuant to the BCBCA and is not a reporting issuer in any province or territory of Canada. TargetCo is a mineral exploration company based in Vancouver, B.C., Canada, and, through its Mexican subsidiary Rio Dorado, is currently focused on the exploration of La Gitana gold/silver project.

About Pender Street Capital Corp.

Pender was incorporated on Sept. 2, 2021, pursuant to the provisions of the BCBCA and is a capital pool company (as defined in the manual) listed on the TSX-V and a reporting issuer in the provinces of British Columbia, Alberta and Ontario. Pender has no commercial operations and no assets other than cash. Pender's only business is to identify and evaluate assets or businesses with a view to completing a qualifying transaction (as defined in Policy 2.4).

We seek Safe Harbor.