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VANCOUVER, BRITISH COLUMBIA – TheNewswire - June 8, 2026 – Pender Street Capital Corp. (TSXV: PCP.P) ("Pender") and 1559239 B.C. Ltd. ("TargetCo” or “Calu”) are pleased to announce that they have entered into a non-binding letter of intent dated June 1, 2026, which outlines the general terms and conditions of a proposed transaction that will result in a reverse take-over of Pender by Calu (the "Proposed Transaction"). The Proposed Transaction will not be a Non-Arm’s Length Qualifying Transaction (as such term is defined in Policy 2.4 – Capital Pool Companies ("Policy 2.4") of the TSX Venture Exchange (the "TSXV") Corporate Finance Manual (the "Manual"), and, if completed, will constitute Pender’s "Qualifying Transaction" (as such term is defined in Policy 2.4).

 

In connection with the Proposed Transaction, Pender and Calu will issue a subsequent news release setting out further information as contemplated in Policy 2.4.

 

1559239 B.C. LTD.

 

TargetCo was incorporated on October 2, 2025 pursuant to the Business Corporations Act (British Columbia) ("BCBCA") and is not a reporting issuer in any province or territory of Canada. TargetCo is a mineral exploration company based in Vancouver, British Columbia, Canada and is the registered and beneficial owner of 99.9% of the issued and outstanding common shares of Minera Río Dorado S.A. de C.V. (“Río Dorado”), a Mexican company that owns all right, title and interest in and to certain mineral claims and mining concessions, including, without limitation, the Peña Blanca and San Carlos claims located in Oaxaca State, Mexico (San Carlos known as the “La Gitana Gold Silver Project”) and the Gloria mineral concession which is part of the Kilometer 66 District in East-North Durango State, Mexico (known as the “KM 66”project, and together with La Gitana and San Carlos, the “Mexican Projects). TargetCo entered into a share exchange agreement dated January 15, 2026, providing for the acquisition of Río Dorado, which is expected to close before the end of June (the "Share Exchange Agreement"). Upon completion of the Proposed Transaction, the resulting issuer (the "Resulting Issuer") will carry on the business of Río Dorado as a mineral exploration company focused on the exploration of the Mexican Projects. Both the La Gitana Gold Silver Project and the KM 66 Project hosts large, structurally controlled, low-sulfidation epithermal gold-silver mineralization with significant historical exploration and strong potential for high-grade mineralization and expansion. Additionally to gold and silver, the KM 66 project also has polymetallic style with Zn-Pb-(Cu) mineralization.

 

Financial Information on Target

 

Based on the unaudited financial statements of TargetCo for the three month period ended March 31, 2026, TargetCo had a net loss of $46,506 based on nominal revenue for the three months ended March 31, 2026, total assets of $1,227,904 total liabilities of $44,410, and shareholders’ equity of $1,183,494, as at March 31, 2026. 

 

Pender Street Capital Corp.

 

Pender was incorporated on September 2, 2021 pursuant to the provisions of the BCBCA and is a Capital Pool Company (as defined in the Manual) listed on the TSXV 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).

 

Proposed Transaction Summary

 

The Proposed Transaction is expected to be structured as a three-cornered amalgamation pursuant to the provisions of the BCBCA, whereby Pender will incorporate a wholly-owned subsidiary under the BCBCA, which will amalgamate with TargetCo (the "Amalgamation") to form a newly amalgamated company ("Amalco"). In connection with the Amalgamation, holders of the common shares of TargetCo (“Calu Shares”) will receive one (1) common share in the capital of the Resulting Issuer (a "Resulting Issuer Share") as consideration for each Calu Share held immediately before the Amalgamation and holders of Calu Warrants (as defined below) will receive one (1) warrant (a “Resulting Issuer Warrant”) as consideration for each Calu Warrant held immediately before the Amalgamation. Each Resulting Issuer Warrant will entitle the holder thereof to acquire an additional Resulting Issuer Share at an exercise price of $0.25 per Resulting Issuer Share for a period of two (2) years from issuance. TargetCo’s original shareholders hold 39,875,000 Calu Shares and 13,291,667 TargetCo share purchase warrants (“Calu Warrants”) and TargetCo completed a financing for gross proceeds of $2,880,000 by issuing 24,000,000 units (“each a Calu Unit”), each Calu Unit being comprised of one Calu Share and one third of a Calu Warrant. Accordingly, TargetCo currently has 63,875,000 Calu Shares and 21,291,667 Calu Warrants issued and outstanding, such that the total consideration payable in connection with the Proposed Transaction is expected to be approximately 63,875,000 Resulting Issuer Shares and 21,291,667 Resulting Issuer Warrants, on a post-Consolidation (as defined below) basis.

 

In connection with the Proposed Transaction, it is anticipated that Pender will consolidate its common shares (the "Pender Shares") on a 1.6:1 basis, as may be adjusted (the "Consolidation"). As a result of the Consolidation, each security convertible into a Pender Share will, upon conversion, be adjusted in accordance with its terms to account for the Consolidation.

 

The Proposed Transaction is subject to the parties entering into a definitive agreement in respect of the Proposed Transaction (the "Definitive Agreement") on or before June 30, 2026, or such other date as Pender and Calu may mutually agree. Completion of the Proposed Transaction is also subject to a number of other customary conditions, including obtaining all necessary shareholder and regulatory approvals, including TSXV approval.

 

Pursuant to the Proposed Transaction, Pender will: (i) change its name ("Name Change") to "Calu Silver Corp.", or such other name requested by Calu acting reasonably and as may be acceptable to the TSXV and regulatory authorities; and (ii) adopt a new equity incentive plan (the "Equity Incentive Plan") and stock symbol. Concurrently with, or immediately following, the closing of the Proposed Transaction, and subject to receipt of shareholder approval of the new Equity Incentive Plan, the new Board of directors of the Resulting Issuer may issue additional stock options and/or restricted share units, performance share units or deferred share units to directors, officers, employees and consultants of the Resulting Issuer in accordance with the Equity Incentive Plan, applicable TSXV policies and securities laws. Upon completion of the Proposed Transaction, the Resulting Issuer will carry on the business of Río Dorado, and Amalco will be a wholly-owned subsidiary of the Resulting Issuer.

 

In connection with the Proposed Transaction, Pender will convene a meeting of its shareholders for the purpose of approving, among other matters: (i) the Consolidation; (ii) the adoption of the Equity Incentive Plan on terms acceptable to the TSXV and applicable regulatory authorities; (iii) the Name Change; and (iv) such other matters as Pender or Calu may deem necessary or advisable or that would not reasonably be expected to impede, delay or interfere with the completion of the Proposed Transaction, or that Calu may reasonably request (collectively, the "Pender Shareholder Meeting Matters"). It is not currently anticipated that the Proposed Transaction will require the approval of the shareholders of Pender, as it is not a Non-Arm’s Length Qualifying Transaction (as defined in Policy 2.4) or a related party transaction pursuant to the provisions of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. Each of the directors and officers of Pender will, contemporaneously with or prior to the execution of the Definitive Agreement, enter into a voting support agreement with Calu to vote all of their securities of Pender in favour of the Pender Shareholder Meeting Matters. Additionally, Pender’s Board of directors will unanimously recommend to its shareholders that they vote in favor of and approve the Pender Shareholder Meeting Matters.

 

In connection with the Proposed Transaction, Calu will convene a meeting of its shareholders for the purpose of approving: (i) the Proposed Transaction; and (ii) such other matters as Calu may deem necessary or advisable or that would not reasonably be expected to impede, delay or interfere with the completion of the Proposed Transaction, or that Pender may reasonably request (collectively, the “Calu Shareholder Meeting Matters”). Each of the directors and officers of Calu will, contemporaneously with or prior to the execution of the Definitive Agreement, enter into a voting support agreement with Pender to vote all of their securities of Calu in favour of the Calu Shareholder Meeting Matters. Additionally, Calu’s Board of directors will unanimously recommend to its shareholders that they vote in favor of and approve the Calu Shareholder Meeting Matters.

 

Upon the closing of the Proposed Transaction, it is expected that excluding the proposed Concurrent Financing (as defined below) the Resulting Issuer will have approximately: (i) 67,625,000 Resulting Issuer Shares issued and outstanding; (ii) up to 6,762,000 stock options issued and outstanding to acquire an aggregate of up to 6,762,000 Resulting Issuer Shares; and (iii) 21,291,667 Resulting Issuer Warrants issued and outstanding to acquire an aggregate of 21,291,667 Resulting Issuer Shares. Notwithstanding the foregoing, as at the date hereof it is not possible for the parties to definitively determine the aggregate number of Resulting Issuer Shares expected to be outstanding upon completion of the Proposed Transaction, nor the percentage of the outstanding Resulting Issuer Shares expected to be owned by the shareholders of Pender and Calu, as such determinations will depend upon the terms of the Concurrent Financing and the Consolidation, any of which may impact the total number of Resulting Issuer Shares expected to be outstanding upon completion of the Proposed Transaction. A subsequent news release will be issued when the applicable information is confirmed.

 

No finder’s fee or commission is payable in connection with the Proposed Transaction. Additionally, no deposits, advances or loans have been made, or will be made, in connection with the Proposed Transaction.

 

Concurrent Financing

 

Prior to or concurrently with the closing of the Proposed Transaction Pender will complete a non-brokered private placement of subscription receipts raising minimum gross proceeds of $3,265,000 (the “Concurrent Financing”) at a price of $0.12 per post Consolidation subscription receipt. (each, a “Subscription Receipt”). Upon satisfaction or waiver of customary escrow release conditions, including but not limited to the Closing of the Qualifying Transaction, each Subscription Receipt shall automatically convert, for no additional consideration, into one (1) post-Consolidation Resulting Issuer Share. If the escrow release conditions are not satisfied, the escrowed proceeds shall be returned to the subscribers in accordance with the terms of the subscription receipt agreements.

 

It is intended that the Concurrent Financing will constitute a "Concurrent Financing" as such term is defined under Policy 2.4.

 

The net proceeds of the Concurrent Financing will be used for general operating expenses, advancement of the La Gitana Project and funding completion of the Proposed Transaction.

Pender may pay finders’ fees in connection with the Concurrent Financing, the details of which, if any, will be disclosed in a subsequent news release.

 

Officers and Directors

 

Prior to completion of the Proposed Transaction and subject to approval by the TSXV and the filing of all required materials, it is anticipated that the Board of directors of the Resulting Issuer will be reconstituted to comprise a slate of five directors, of which at least three directors will be independent. It is currently expected that the Board of directors of the Resulting Issuer will be comprised of the following individuals: Javier Reyes de la Campa, Peter Damouni, Ali Pejman, Rory Godinho and John-Mark Staude. The officers of the Resulting Issuer will be determined prior to completion of the Proposed Transaction.  

 

Francisco Javier Reyes de la Campa

Mr. Reyes de la Campa is a seasoned professional and entrepreneur with over 25 years of experience in investing and building companies. He has co-founded various firms across the finance, mining, agriculture and food sectors. More recently, his strategic leadership was instrumental in the turnaround of Luca Mining Corp. (V:LUCA), Goldgroup Mining Inc. (V:GGA), Gold Resource Corporation (Z:GORO) and Organto Foods Inc. (V:OGO), all revenue generating public companies, the resource issuers which are based in Mexico. Luca Mining and Goldgroup Mining were recently named to the TSXV’s Venture 50 list of top-performing companies. Mr. Reyes de la Campa was a founding director of Organto Foods, previously served on the Board of Directors from 2015 to 2020 and currently serves as Co-Chair.

 

Peter Damouni

Mr Damouni has over 25 years of corporate and investment banking experience with a focus on the natural resource sector.  He is a seasoned executive, public company director, and investor with a proven track record of creating shareholder value through turnarounds, recapitalizations, restructurings, trade sales, and the establishment of new ventures. Mr. Damouni has successfully led companies through periods of significant growth and transformation, raising capital in both public and private markets, negotiating strategic partnerships, and executing transactions that have unlocked value for stakeholders.

 

Ali Pejman

Mr, Pejman has over 25 years experience as an investment banker. He is a Partner of Fort Capital Partners, a boutique investment bank specializing in M&A and capital markets advisory. He has advised mining and natural resources companies on equity financings exceeding $5 billion and more than $40 billion in M&A transactions, working with many of North America’s leading mining executives. Mr. Pejman is an active angel investor and works closely with emerging business leaders. He holds the prestigious Fellowship of Chartered Accountants designation and is an alumnus and active supporter of the University of British Columbia’s Sauder School of Business. He currently serves as Vice Chair of the VGH and UBC Hospital Foundation and is a member of the University of British Columbia Board of Governors.

 

Rory Godinho

Mr. Godinho has over 40 years of experience in the public capital markets sector. He is currently the Co-Chair of the Canadian Capital Markets and Securities Group of Cozen O’Connor LLP, an AMLAW 500 international law firm. He has a broad client base representing private and public companies in the natural resource, technology, food and beverage and industrial sectors and has also represented several Canadian independent investment dealers. He has extensive experience advising these clients on a wide array of matters such as initial public offerings, equity and debt financings, M&A, reverse takeovers, qualifying transactions and corporate reorganizations. Mr. Godinho has extensive experience in securities regulatory matters and served as Chairperson of the TSXV’s National Advisory Committee. Mr. Godinho has served as a director and officer of several listed issuers and is currently a director of Luca Mining Corp. Mr. Godinho graduated with a Law Degree from the University of British Columbia.

 

John-Mark Staude

Mr. Staude has over 20 years of diverse mining and exploration experience in precious and base metals. He earned a Masters of Science from Harvard University and a PH.D in economic geology from the University of Arizona. Mr. Staude held positions of increasing responsibility with several major international mining companies including Kennecott, BHP-Billiton and Teck Cominco. Mr. Staude has worked and conducted exploration programs all over the world and is currently the President and CEO of Riverside Resources Inc. (V:RRI) and the Chairman and a director of Capitan Silver Inc. (V:CAPT).

   

Non-Arm’s Length Parties

 

There is no direct or indirect beneficial interest of any Non-Arm’s Length Party (as defined in the Manual) to Pender in the shareholders of Calu, the Significant Assets (as such term is defined in Policy 2.4) or Calu. No Non-Arm’s Length Parties to Pender are Insiders (as defined in the Manual) of Calu. There is no relationship between or among any Non-Arm’s Length Party to Pender and the Non-Arm’s Length Parties to the Qualifying Transaction (as such term is defined in Policy 2.4). No party or their respective Associates or Affiliates (as such terms are defined in the Manual) is a Control Person (as defined in the Manual) of both Pender and Calu and as such, the Proposed Transaction will not constitute a Non-Arm’s Length Qualifying Transaction (as defined in Policy 2.4).   

 

It is not currently anticipated that the Proposed Transaction will require the approval of the shareholders of Pender, as it is not a Non-Arm’s Length Qualifying Transaction or a “related party transaction” pursuant to the provisions of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. The Proposed Transaction will require the approval of the shareholders of Calu.

 

Trading in Pender Shares

 

Trading in the Pender Shares has been halted in compliance with the policies of the TSXV. Trading in the Pender Shares will remain halted pending the review of the Proposed Transaction by the TSXV and satisfaction of the conditions of the TSXV for resumption of trading. It is likely that trading in the Pender Shares will not resume prior to the closing of the Proposed Transaction.

 

Additional Information

 

All information contained in this press release with respect to Pender and Calu was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

About 1559239 B.C. Ltd.

 

TargetCo was incorporated on October 2, 2025 pursuant to the BCBCA and is not a reporting issuer in any province or territory of Canada. TargetCo is a mineral exploration company based in Vancouver, British Columbia, Canada and through its Mexican subsidiary Río Dorado is currently focused on the exploration of the La Gitana Gold/Silver Project.

 

About Pender Street Capital Corp.

 

Pender was incorporated on September 2, 2021 pursuant to the provisions of the BCBCA and is a Capital Pool Company (as defined in the Manual) listed on the TSXV 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).

 

For more information, please contact:

 

Pender Street Capital Corp.                                1559239 B.C. Ltd.

Attn:         Steve Vanry, CEO                         Attn:         Anthony Balic, President

Email:         steve@vanrycap.com                                 Email:        abalic@katunicapital.com

Phone:  +1 604 671-9522                                Phone:  +1 604 312-2425

 

Cautionary Note Regarding Forward-Looking Information

 

This press release contains statements which constitute “forward-looking statements” and "forward-looking information" within the meaning of applicable securities laws (collectively, “forward-looking statements”), including statements regarding the plans, intentions, beliefs and current expectations of Pender and Calu with respect to future business activities and operating performance. Forward-looking statements are often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: (a) expectations regarding the Proposed Transaction including, but not limited to, the timing associated with entering into the Definitive Agreement and the anticipated terms and conditions to be contained in the Definitive Agreement; the necessary Board, shareholder and regulatory approvals and the timing associated with obtaining such approvals; the basis on which the Pender Shares will be consolidated and the timing associated therewith; the Name Change; the adoption of the Equity Incentive Plan; the anticipated composition of the Resulting Issuer Board of directors; the terms of the Concurrent Financing including the size and timing associated with completing such financing; the preparation and delivery to shareholders of a management information circular, the timing associated with its preparation and delivery to shareholders and the convening of the necessary shareholders meeting(s); (b) the business plans and expectations of Calu; (c) trading in Pender Shares and when such trading will resume, if at all; (d) the issuance of and timing associated with issuing a further comprehensive news release or news releases; and (e) expectations for other economic, business, and/or competitive factors.

 

Such forward-looking statements are based on a number of assumptions of management, including, without limitation, that the parties will be able to obtain the requisite regulatory, Board, shareholder and third party approvals and satisfy the other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; that the parties will have completed satisfactory due diligence and enter into the Definitive Agreement within the expected timeframe; that Calu will be able to complete the Concurrent Financing on the terms and conditions and within the timeframe expected; that the parties will be able to negotiate the Definitive Agreement as soon as practicable and in any event prior to June 30, 2026; that the Definitive Agreement will not be terminated prior to the closing the Proposed Transaction; that the Proposed Transaction will be completed in accordance with the terms and conditions of the Definitive Agreement and within the timeframe expected; and that no unanticipated events will occur that will delay or prevent the completion of the Proposed Transaction.

Additionally, these forward-looking statements may be affected by risks and uncertainties in the business of Pender and Calu and general market conditions. Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect Pender and Calu’s respective management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Pender and Calu believe that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Resulting Issuer. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the ability to consummate the Proposed Transaction; the ability to obtain requisite regulatory and Board approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulation and the costs associated with compliance; unanticipated costs; the risks and uncertainties associated with foreign markets; and the diversion of management time on the Proposed Transaction. These forward-looking statements may be affected by risks and uncertainties in the business of Pender and Calu and general market conditions.

 

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Pender and Calu have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. Pender and Calu do not intend, and do not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.

 

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV Requirements (as defined in the Manual), 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.

 

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

 

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

  

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