XPOA DPCM Capital Inc

(TSXV: PTF) Pender Growth Fund Inc. (the “Company” or “PTF”) is pleased to report that long time holding D-Wave Systems Inc. (“D-Wave”) has announced that it has entered into a definitive transaction agreement with DPCM Capital, Inc. (“DPCM Capital”) (NYSE: XPOA), a publicly traded special purpose acquisition company.

This is exciting news for D-Wave, the leader in quantum computing systems, software, and services, and the only provider building both annealing and gate-model quantum computers. The transaction will enable D-Wave to accelerate the adoption of quantum computing in key segments, including manufacturing, logistics, pharmaceuticals, finance, and government, further enhancing D-Wave’s leadership in commercial quantum computing.

D-Wave expects the transaction to close in the second quarter of 2022, subject to the satisfaction of customary closing conditions, including the approval of the shareholders of DPCM Capital. The transaction values D-Wave at an equity value of approximately US$1.2 billion. PTF holds shares of D-Wave directly and owns 97% of Pender Private Investments Inc. which also holds shares of D-Wave. If successfully completed at the current terms, the Reporting NAV of PTF would increase by approximately CAD$6.4 million. There are currently 7,610,629 shares of PTF issued and outstanding, and the increase would represent approximately CAD$0.85 per PTF share.

This transaction strengthens D-Wave’s impact as a center of Canadian quantum computing innovation and technology and is expected to accelerate its ability to expand quantum computing to innovative commercial quantum solutions for enterprises.

A news release issued by D-Wave provides further information and can be found at the following link:https://www.dwavesys.com/company/newsroom/press-release/d-wave-a-global-leader-in-quantum-computing-systems-software-services-announces-plans-to-bring-commercial-quantum-computing-to-public-markets-via-transaction-with-dpcm-capital-inc/

About Pender Growth Fund Inc.The Company’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 on its website, generally within five business days of each month end.

Please visit www.pendergrowthfund.com.

About Pender Private Investments Inc.Pender Private Investments Inc. is an investment entity with a portfolio of technology companies that was acquired by PTF through the acquisition of another venture capital fund.

For further information, please contact:Tony RautavaCorporate Secretary Pender Growth Fund Inc. (604) 653-9625Toll Free: (866) 377-4743

Neither 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.