(via TheNewswire)

VANCOUVER, BRITISH COLUMBIA – TheNewswire - October 20, 2026 – Pender Street Capital Corp. (TSXV: PCP.P) (“ Pender ”) provides the following update regarding its previously announced proposed qualifying transaction (the “ Proposed Transaction ”) with 1559239 B.C. Ltd. (“ Calu ”), as first disclosed in Pender’s news release dated June 8, 2026.

Since the announcement of the Proposed Transaction, Calu has continued to evaluate the mineral properties proposed to form the basis of the Proposed Transaction. In connection with this process, Calu was presented with the opportunity to acquire an option to earn a 100% interest in the Cecilia project located in the State of Sonora, Mexico (the “ Cecilia Project ”). Following its evaluation of the Cecilia Project and ongoing due diligence, Calu elected to proceed with the Cecilia Project as its principal exploration property for purposes of the Proposed Transaction, in place of the La Gitana property originally contemplated in connection with the Proposed Transaction.

Accordingly, Calu entered into an option and earn-in agreement dated August 29, 2026 (the “ Option Agreement ”) with Ravena Resources Corp. (“ Ravena ”) and RRM Exploraciones, S.A.P.I. de C.V. (“ RRM ”), pursuant to which Calu was granted the sole and exclusive option to acquire a 100% undivided right, title and beneficial interest in the Cecilia Project, subject to the existing royalties affecting the Cecilia Project and the additional royalty described below.

As a result of Calu’s decision to proceed with the Cecilia Project, Pender and Calu intend to revise the definitive documentation for the Proposed Transaction to reflect the Cecilia Project as Calu’s principal mineral property and the principal exploration property of the issuer resulting from the Proposed Transaction. The parties remain committed to completing the Proposed Transaction and are working collaboratively to advance the revised transaction documentation, due diligence, the preparation of a technical report in respect of the Cecilia Project in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“ NI 43-101 ”) and the other materials required by the TSX Venture Exchange (the “ TSXV ”).

The Cecilia Project

The Cecilia Project is located in northeastern Sonora, Mexico, approximately 40 kilometres southwest of Agua Prieta, near the Mexico-United States border, and approximately 245 kilometres northeast of Hermosillo. The Cecilia Project comprises five mineral concessions and one mineral concession application covering approximately 7,583 hectares.

The Cecilia Project has been the subject of historical exploration activities by previous operators. Additional scientific and technical information regarding the Cecilia Project will be disclosed in accordance with NI 43-101 in connection with the Proposed Transaction and is expected to be included in the filing statement and related disclosure documents to be prepared in connection with the Proposed Transaction.

Option and Earn-In Terms

Under the Option Agreement, Calu may acquire a 100% interest in the Cecilia Project by making aggregate cash or share payments of $1,200,000 and funding aggregate exploration expenditures of $6,650,000 over a period of four years, as follows:

Unless otherwise indicated, all amounts in this news release are expressed in Canadian dollars.

The initial $50,000 cash payment has been made. The funding and incurrence of at least $150,000 of exploration expenditures during the first 12 months are firm commitments of Calu under the Option Agreement. Except for these firm commitments, the remaining payments and exploration expenditures are optional, although Calu must satisfy the applicable requirements to maintain and ultimately exercise the option.

Where a payment may be satisfied through the issuance of Calu shares, the number of shares issuable will be determined based on the 10-trading-day volume-weighted average trading price of the Calu shares on their principal stock exchange, subject to compliance with applicable securities laws and stock exchange policies.

Ravena will act as operator of all exploration programs on the Cecilia Project during the option period and will be entitled to a management fee equal to 10% of eligible exploration expenditures.

The Cecilia Project is subject to an existing 2.0% net smelter returns royalty in favour of 1412597 B.C. Ltd., a subsidiary of Riverside Resources Inc. Upon exercise of the option, Calu will grant Ravena an additional 0.5% net smelter returns royalty. Calu will have the right to purchase the entire 0.5% royalty from Ravena for US$1,500,000 in cash at any time prior to January 1, 2035.

Proposed Transaction

Pender and Calu continue to work collaboratively toward the negotiation and execution of a definitive agreement in respect of the Proposed Transaction (the “ Definitive Agreement ”). The Definitive Agreement is expected to reflect Calu’s acquisition of the option to earn a 100% interest in the Cecilia Project and the resulting changes to Calu’s mineral property portfolio and the business to be carried on by the resulting issuer following completion of the Proposed Transaction.

As previously disclosed, the Proposed Transaction is expected to be structured as a three-cornered amalgamation under the Business Corporations Act (British Columbia), pursuant to which a wholly- owned subsidiary of Pender will amalgamate with Calu. Upon completion of the Proposed Transaction, it is anticipated that Pender will continue as the resulting issuer and carry on the business of Calu through the amalgamated entity. The Proposed Transaction is intended to constitute Pender’s Qualifying Transaction, as that term is defined in Policy 2.4 – Capital Pool Companies of the TSXV Corporate Finance Manual.

The parties are continuing their due diligence review and the preparation of the Definitive Agreement, a filing statement, the NI 43-101 technical report for the Cecilia Project and the other transaction documentation required in connection with the Proposed Transaction. The terms of the Proposed Transaction, including the securities to be issued in connection with the Proposed Transaction and the terms of the previously announced concurrent financing, remain subject to revision in connection with the preparation of the Definitive Agreement and the review and acceptance of the TSXV.

Completion of the Proposed Transaction remains subject to a number of conditions, including, but not limited to, the negotiation and execution of the Definitive Agreement, completion of satisfactory due diligence, completion of the concurrent financing, receipt of all required corporate, shareholder, stock exchange and regulatory approvals and the satisfaction or waiver of customary closing conditions.

Pender will provide further updates regarding the Proposed Transaction in accordance with the policies of the TSXV as material developments occur.

About 1559239 B.C. Ltd.

Calu was incorporated on October 2, 2025 pursuant to the Business Corporations Act (British Columbia) and is not a reporting issuer in any province or territory of Canada. Calu is a mineral exploration company based in Vancouver, British Columbia. Calu holds the sole and exclusive option to acquire a 100% interest in the Cecilia Project, subject to the underlying and additional royalties and the other terms and conditions of the Option Agreement.

About Pender Street Capital Corp.

Pender was incorporated on September 2, 2021 pursuant to the provisions of the BCBCA and is a Capital Pool Company (as defined in the Manual) listed on the TSXV 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).

Additional Information

A comprehensive press release with further particulars relating to the Proposed Transaction, including further particulars of the issuer resulting from the Proposed Transaction, will follow in accordance with the policies of the TSXV.

All information contained in this press release with respect to the Company and Calu was supplied, for inclusion herein, by the respective parties and each party and its directors and officers have relied on the other party for any information concerning the other party.

Completion of the Proposed Transaction is subject to a number of conditions, including, but not limited to, TSXV acceptance and if applicable pursuant to TSXV Requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

For more information, please contact:

Pender Street Capital Corp.                                1559239 B.C. Ltd.

Attn:         Steve Vanry, CEO                                 Attn:         Anthony Balic, President

Email:         steve@vanrycap.com                                 Email:        abalic@katunicapital.com

Phone:  +1 604 671-9522                                Phone:  +1 604 312-2425

Cautionary Note Regarding Forward-Looking Information

This news release contains certain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Forward-looking statements relate to future events or future performance and include, but are not limited to, statements regarding the proposed structure, terms and completion of the Proposed Transaction; the negotiation and execution of the Definitive Agreement; the proposed replacement of the La Gitana property with the Cecilia Project as the principal exploration property forming the basis of the Proposed Transaction; the revision of the Definitive Agreement and other transaction documentation to reflect the Cecilia Project; the preparation and filing of an NI 43-101 technical report and filing statement; the exercise of the option to acquire the Cecilia Project; the completion of exploration programs and satisfaction of payment and expenditure requirements under the Option Agreement; the completion of the concurrent financing; the receipt of required corporate, shareholder, stock exchange and regulatory approvals; and the future plans and objectives of Pender, Calu and the resulting issuer. Forward-looking statements are based on management’s current expectations and assumptions, including assumptions regarding the ability of the parties to negotiate and execute the Definitive Agreement, complete satisfactory due diligence, obtain the required financing and approvals, satisfy the conditions to completion of the Proposed Transaction and maintain and exercise the option under the Option Agreement. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the parties’ control, that could cause actual results to differ materially from those anticipated. Such risks and uncertainties include the risk that the parties will not agree upon or execute the Definitive Agreement, the Proposed Transaction or concurrent financing will not be completed on the terms proposed or at all, the required approvals will not be obtained, Calu will not satisfy the payment or expenditure requirements under the Option Agreement, further due diligence, technical review or exploration activities may not support the parties’ current expectations regarding the Cecilia Project and changes in applicable laws, regulations, commodity prices, financing conditions or general economic conditions. Readers are cautioned not to place undue reliance on forward-looking statements. Pender and Calu undertake no obligation to update or revise any forward-looking statements except as required by applicable law.

Neither the TSX Venture Exchange nor its Regulation Services Provider, as that term is defined in the policies of the TSXV, accepts responsibility for the adequacy or accuracy of this release.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or any applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION
IN THE UNITED STATES

Copyright (c) 2026 TheNewswire - All rights reserved.