Pender Street Capital Corp. and 1559239 B.C. Ltd. Enter Into Letter of Intent to Complete Qualifying Transaction and Listing on the TSX Venture Exchange

On June 1, 2026, Pender Street Capital Corp. (PCP.P), a TSX-V Capital Pool Company, signed a non-binding letter of intent with 1559239 B.C. Ltd. (Calu), a private company holding two Mexican mineral projects (La Gitana gold-silver and KM 66 zinc-lead-copper). The proposed transaction will be structured as a three-cornered amalgamation, effectively a reverse takeover: Calu shareholders will receive one post-consolidation Pender share for each Calu share, and Pender will consolidate its existing shares on a 1.6-for-1 basis. A concurrent non-brokered private placement aims to raise a minimum of $3.265 million at $0.12 per subscription receipt. Upon completion, the combined entity will be renamed Calu Silver Corp. and will focus on exploration in Oaxaca and Durango, Mexico. Trading in Pender shares has been halted and will remain so until the transaction closes or otherwise resolves.

The news fundamentally alters the nature and investment thesis for Pender Street. As a CPC with no operations, revenue, or path to value aside from a qualifying transaction, this LOI represents the long-awaited catalyst. The deal introduces a tangible asset base (two exploration projects with historical data showing low-sulphidation epithermal mineralization) and a new management team with mining expertise. The share consolidation reduces the public float and resets the capital structure. The concurrent financing, if completed, will provide initial exploration capital. The transaction is non-binding and subject to multiple conditions (definitive agreement, TSXV approval, Calu shareholder approval, and the financing), but the signing of a letter of intent is the critical first step that defines the company’s future. For a micro-cap shell, this is the single most consequential event that can occur—it redefines the business from a blank check to an operating explorer. The halt means no immediate price discovery, but the event would typically drive a dramatic repricing upon resumption.

Pender Street Capital Corp. is a Capital Pool Company listed on the TSX Venture Exchange. It has no operating business, no revenue, and minimal assets beyond cash. Its sole purpose is to identify and complete a Qualifying Transaction. As of March 31, 2026, it held $138,205 in cash and had total shareholders’ equity of $100,323. The company has 6,000,001 common shares outstanding. The recent LOI with Calu marks the first concrete step toward achieving that goal, with a target transformation into Calu Silver Corp., a Mexico-focused precious and base metals explorer.