Mr. Steve Vanry reports

PENDER STREET CAPITAL CORP. PROVIDES UPDATE ON PROPOSED QUALIFYING TRANSACTION

Pender Street Capital Corp. has provided the following update regarding its previously announced proposed qualifying transaction with 1559239 B.C. Ltd. (Calu), as first disclosed in Pender's news release dated June 8, 2026.

Pender and Calu continue to work collaboratively toward the negotiation and execution of a definitive agreement in respect of the proposed transaction. The parties remain actively engaged in advancing the proposed transaction, and are continuing their due diligence review, preparation of transaction documentation and discussions regarding the terms of the definitive agreement. Calu is also working to complete the production of a National Instrument 43-101-compliant, Standards of Disclosure for Mineral Projects, technical report in respect of its La Gitana gold-silver project, located in Oaxaca state, Meixco, to accompany the filing statement to be prepared in connection with 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) (BCBCA), 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.

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 previously announced 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 TSX Venture Exchange as material developments occur.

For more information on the proposed transaction and Calu, please see the company's news releases dated June 8, 2026, filed under its profile on SEDAR+.

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).

Additional information

A comprehensive news 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 TSX-V.

All information contained in this news 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, TSX-V acceptance and, if applicable, pursuant to TSX-V 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 management information circular or 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.

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