Mr. Tony Rautava reports

PENDER GROWTH FUND AND PENDER PRIVATE INVESTMENTS INC. ANNOUNCE EXECUTION OF LETTER OF INTENT TO ACQUIRE REMAINING PPI LEGACY SHARES

Pender Growth Fund Inc. and Pender Private Investments Inc. have signed a non-binding letter of intent to acquire all legacy shares of PPI not currently owned by Pender Growth.

Pender Growth currently holds approximately 98 per cent of the outstanding legacy shares of PPI. Pursuant to the terms of the letter of intent, Pender Growth proposes to acquire the remaining legacy shares at a cash purchase price equal to 100 per cent of the net asset value of PPI's portfolio, determined in accordance with the past practice of the manager of PPI, PenderFund Capital Management Ltd., 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 5 per cent 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, 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 its evaluation, the special committee has engaged independent legal counsel and will procure an opinion from an independent financial adviser as to the fairness, from a financial point of view, of the proposed transaction to the shareholders of the legacy shares, other than Pender Growth.

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.

About Pender Growth Fund Inc.

Pender Growth's objective is to achieve long-term capital appreciation for its investors. Pender Growth utilizes its small capital base and long-term horizon to invest in unique situations, primarily small-capitalization, special situation, and illiquid public and private companies. Pender Growth trades on the TSX Venture Exchange under the symbol PTF.

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