Mr. Tony Rautava reports

PENDER GROWTH FUND PROVIDES NOTICE OF ITS INTENTION TO UNDERTAKE NORMAL COURSE ISSUER BID

Pender Growth Fund Inc. has provided the TSX Venture Exchange with its notice of intention to make a normal course issuer bid (NCIB) through the facilities of the TSX-V, subject to TSX-V acceptance.

The company is proposing to put a new NCIB in place upon the expiry of the NCIB it launched last February because, in the opinion of its board of directors, the market price of its Class C common shares, from time to time, may not fully reflect the underlying value of the company and its future growth prospects. The company believes that, in such circumstances, the outstanding shares represent an appealing investment option since a portion of the company's cash balance can be invested for an attractive risk-adjusted return through the NCIB. The board of directors of the company believes that the proposed purchase of shares under the NCIB will enhance shareholder value, is in the best interests of the company and is an appropriate use of corporate funds.

As of Jan. 30, 2024, the company had 7,362,121 shares outstanding, of which 6,301,883 shares represent the company's public float. Under TSX-V policies, the company is entitled to purchase up to the maximum of 630,188 shares, representing 10 per cent of the company's public float, over the 12-month period that the NCIB will be in place.

Shares acquired by the company under the NCIB will be purchased at the market price at the time of purchase and will be purchased on behalf of the company by PI Financial Corp., the company's broker in connection with the NCIB. All purchases will be made in accordance with the rules and policies of the TSX-V.

The company has entered into an automatic share purchase plan with PI in order to facilitate repurchases of its shares under the NCIB. Under the plan, PI may purchase common shares under the NCIB at times when the company would ordinarily not be permitted to do so, due to regulatory restrictions or self-imposed blackout periods. Purchases under the plan will be made by PI based upon parameters prescribed by the TSX-V, applicable Canadian securities laws and the terms of the plan.

Subject to TSX-V acceptance of the NCIB, it will commence on Feb. 15, 2024, and will end on Feb. 14, 2025, or such earlier date as the company completes its maximum purchases under the NCIB, or otherwise in accordance with the terms of the plan. All shares purchased by the company will be purchased on the open market through the facilities of the TSX-V by PI acting on behalf of the company in accordance with the policies of the TSX-V and will be surrendered by the company to its transfer agent for cancellation and will be returned to the company's treasury. The prices that the company will pay for shares purchased will be the market price of the shares at the time of purchase. The company reserves the right to terminate the NCIB earlier if it feels it is appropriate to do so.

About Pender Growth Fund Inc.

Pender Growth Fund'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. The company posts its reporting NAV (net asset value) on its website, generally within five business days of each month-end.

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