PTF Pender Growth Fund Inc

(TSXV: PTF) Pender Growth Fund Inc. (the “Company”) today announced its financial and operational results for the three months ended March 31, 2023.

Financial Highlights (Unaudited)

• Net loss was $3,293,058 for the three months ended March 31, 2023 (March 31, 2022 – Net loss $51,821,705) primarily the result of negative investment performance in the quarter.
• Net loss per Share for the three months ended March 31, 2023 was $0.44 (March 31, 2022 – Net loss $6.81).
• Shareholders’ equity per Class C common share (“Share”) was $8.85 as at March 31, 2023 (December 31, 2022 – $9.28).

• The Company’s total shareholders’ equity was $66.8 million as at March 31, 2023, a decrease from December 31, 2022 ($70.2 million) resulting primarily from negative investment performance during the period.
• Shares outstanding were 7,553,629 as at March 31, 2023, a decrease from December 31, 2022 (7,569,929) as a result of share repurchases under the Company’s Normal Course Issuer Bid (“NCIB”), which was renewed on February 14, 2023.
• At March 31, 2023, 84.6% of the investment portfolio was made up of private companies and 15.4% of public companies. However, taken together with the Company’s indirect exposure to public companies through its investment in Pender Private Investments Inc. (“PPI”) and Pender Technology Inflection Fund II Limited Partnership (“PTIF II”) , public companies make up 74.1% of the Company’s holdings.
• Management Expense Ratio (“MER”) excluding performance fees was 2.44% for the quarter ended March 31, 2023, up 0.49% compared to 1.95% in the first quarter of 2022.

PERFORMANCE (Based on Shareholders’ Equity)	3 Month	1 Year	3 Year	5 Year	Since Inception
Class C	-4.7%	-54.1%	29.4%	14.8%	18.3%

The Company’s portfolio is materially concentrated in the shares of one publicly listed Portfolio Company, Copperleaf Technologies Inc. (“Copperleaf”). At March 31, 2023, considering both its direct investment and its indirect investment through its holding of shares of PPI, the Company held 6,762,065 shares of Copperleaf with a value of $37.2 million, which was 55.7% of the Company’s total shareholders’ equity of $66.8 million (December 31, 2022 – 6,762,065 Shares with a value of $38.8 million which was 55.3% of the Company’s total shareholders’ equity of $70.2 million).

As at March 31, 2023, Copperleaf’s trading price was at $5.50 per share, down $0.24 per share from its December 31, 2022 closing price of $5.74 per share. This decrease resulted in the unrealized loss that was one of main factors in the decrease of the Company’s total shareholders’ equity to $66.8 million ($8.85 per share) at March 31, 2023. There can be no assurance that the Company will be able to realize the value of this investment.

Portfolio Highlights

The first quarter of 2023 saw a continuation of the market challenges that started in early 2022. Geopolitical uncertainty, elevated inflation and rising interest rates have all contributed to a slower economic growth outlook as we entered the year. With the peak in inflation likely behind us and central banks slowing and in some cases pausing their interest rate raising campaigns, the focus has turned to growth and the lag effect of tighter financial conditions. We believe that the Company continues to be well-positioned today to pursue its investment objectives despite current market volatility and valuations in micro and small cap stocks in North America.

The economic uncertainties around persistent inflation pressure, bank failures, geopolitical events and the lingering COVID-19 pandemic continue to impact the global economy. While macro events have driven investor sentiment, we have remained focused on our bottom-up fundamental research to identify companies that can thrive in a wide range of economic scenarios. We believe that this environment provides compelling opportunities for long term focused investors and that the Company is well-positioned to continue to pursue its investment objectives.

As always, this quarter we worked closely with our private portfolio companies and certain of our public portfolio companies.

Significant Equity Investments & Recent Developments

Pender Private Investments Inc.

At March 31, 2023, the Company held approximately 98% of the Legacy Shares of PPI, formerly the Working Opportunity Fund (EVCC) Ltd. (“WOF”). These shares were acquired in May 2021 from shareholders of WOF (“Exiting Shareholders”) under the previously announced transaction (the “WOF Transaction”) and in transactions subsequent to May 2021.

On May 23, 2023, PTF and PPI signed a non-binding letter of intent for PTF to purchase all of PPI’s Legacy Shares that are held by the 2% minority shareholders (the “Minority Shareholders”). It is proposed that PTF acquires the shares held by the Minority Shareholders under a plan of arrangement, at a price equal to 100% of the NAV in effect five business days before the execution of the definitive agreement (the “Purchase Price”). The Purchase Price will be recalculated five business days prior to the closing of the proposed transaction and will be adjusted up or down to a maximum of five percent based on the updated calculation. 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. The proposed transaction is anticipated to close in Q3 of 2023.

Copperleaf Technologies Inc.

At March 31, 2023, the Company held 9.5% of Copperleaf’s issued and outstanding shares, both directly and through its investment in PPI. The value of the Company’s direct and indirect holdings of Copperleaf was $37.2 million at March 31, 2023, which was 55.7% of the Company’s total shareholders’ equity.

Other Highlights

We continued to acquire shares of the Company in the market under our NCIB because we believe the shares are trading at a discount to their intrinsic value. On February 14, 2023, the Company launched a new NCIB, under which the Company may purchase a maximum of 663,045 shares, or 10% of the Company’s public float on launch date, during the one-year period ending February 13, 2024. 

We encourage you to refer to the Company’s MD&A and quarterly unaudited financial statements for March 31, 2023, the annual audited financial statements for the year-ended December 31, 2022, and other disclosures available under the Company’s profile at www.sedar.com for additional information.

About the Company

Pender Growth Fund Inc is an investment firm. Its investment objective is to achieve long-term capital growth. 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 firm invests in public and private companies based primarily in Canada and the U.S., principally in the technology sector. It trades on the TSX Venture Exchange under the symbol “PTF” and posts its NAV on its website, generally within five business days of each month end.

Please visit www.pendergrowthfund.com.

For further information, please contact:

Tony Rautava

Corporate Secretary Pender Growth Fund Inc. (604) 653-9625Toll Free: (866) 377-4743Neither 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 may contain forward-looking statements (within the meaning of applicable securities laws) relating to the business of the Company and the environment in which it operates. Forward-looking statements are identified by words such as “believe”, “anticipate”, “project”, “expect”, “intend”, “plan”, “will”, “may”, “estimate” and other similar expressions. These statements are based on the Company's expectations, estimates, forecasts and projections and include, without limitation, statements regarding the Company’s decreased portfolio risk and future investment opportunities. The forward-looking statements in this news release are based on certain assumptions; they are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, the factors discussed under the heading “Risk Factors” in the Company's annual information form available at www.sedar.com. There can be no assurance that forward-looking statements will prove to be accurate as actual outcomes and results may differ materially from those expressed in these forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the Company assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.