Pender Growth Fund : Quarterly Financial Statement

Unaudited Condensed Interim Financial Statements of

PENDER GROWTH FUND INC.

Three months ended March 31, 2023

NOTICE OF NO AUDITOR REVIEW OF THE INTERIM FINANCIAL STATEMENTS

PenderFund Capital Management Ltd., the Manager of the Pender Growth Fund Inc. (the "Company"), appoints an independent auditor to audit the Company' Annual Financial Statements. In accordance with Canadian securities laws (National Instrument 51-102 "Continuous Disclosure Obligations"), the Manager must disclose if an auditor has not reviewed the interim Financial Statements.

The Company' independent auditor has not performed a review of these Interim Financial Statements in accordance with standards established by the Chartered Professional Accountants of Canada.

PENDER GROWTH FUND INC.

Condensed Interim Statements of Financial Position (Unaudited)

			March 31,		December 31,
	Notes		2023		2022
Assets
Cash		$	2,739,568	$	1,552,667
Income taxes receivable	13		3,502,595		3,502,595
Due from related parties	5		3,496,336		3,023,368
Divestment proceeds receivable			-		1,916,139
Prepaid expenses			12,569		6,770
Interest receivable			4,247		162,932
Investments	4, 12		61,944,202		66,299,539
Total assets			71,699,517		76,464,010
Liabilities
Interest payable			27,709		31,864
Payable for investments purchased			28,356		-
Share repurchase payable			21,080		13,186
Accounts payable and accrued liabilities			172,383		142,880
Deferred income tax liability	13		872,402		1,536,825
Loan payable	10		3,750,000		4,500,000
Total liabilities			4,871,930		6,224,755
Shareholders' equity
Class C Common shares:
Contributed capital	8		17,323,932		17,442,542
Retained earnings			49,503,655		52,796,713
Total Shareholders' Equity		$	66,827,587	$	70,239,255
Number of shares outstanding	8		7,553,629		7,569,929
Total shareholders' equity per share		$	8.85	$	9.28
Subsequent events	15

The accompanying notes are an integral part of these financial statements.

Approved on behalf of the Board of Directors:

"David Barr"

Director

"Kelly Edmison"

Director

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PENDER GROWTH FUND INC.

Condensed Interim Statements of Comprehensive Income (Unaudited)

				Three months		Three months
				ended		ended
		Notes		March 31, 2023		March 31, 2022
Revenue:
	Interest income (reversal)	6	$	(139,904)	$	3,642
	Foreign exchange loss			(1,749)		(13,580)
	Changes in fair value of investments:
	Net realized loss			(1,027,396)		(3,797,801)
	Net change in unrealized depreciation			(2,477,313)		(53,825,471)
	Total revenue			(3,646,362)		(57,633,210)
Operating Expenses:
	Management fees	5		169,397		240,065
	Administration expenses			91,730		123,522
	Interest and financing expenses	10		85,080		289,545
	Audit and professional fees			39,510		91,709
	Directors' fees			12,610		12,584
	Custody and recordkeeping fees			4,258		8,341
	Legal fees			3,238		12,584
	Transaction costs			572		11,077
	Total operating expenses			406,395		789,427
	Net operating loss		$	(4,052,757)	$	(58,422,637)
Other Items:
	Performance fees	5		(567,958)		(14,943,990)
	Fees waived by the Manager	5		141,990		5,940,727
	Net amount			(425,968)		(9,003,263)
	Amount of Pender Private Investments
	Inc.'s ("PPI") performance fee earned by
	the Manager attributable to the
	Company's ownership of PPI shares	5		330,692		10,957,911
	Total performance fee adjustment			(95,276)		1,954,648
Net loss before income tax recovery		$	(3,957,481)	$	(60,377,285)
	Deferred income tax recovery	13		(664,423)		(8,555,580)
Net loss		$	(3,293,058)	$	(51,821,705)
Net loss, per share:
	Class C shares		$	(0.44)	$	(6.81)
Weighted average number of non-redeemable
	Class C shares outstanding			7,565,854		7,606,429

The accompanying notes are an integral part of these financial statements.

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PENDER GROWTH FUND INC.

Condensed Interim Statements of Changes in Equity (Unaudited)

			Three months		Three months
			ended		ended
Class C shares	Note		March 31, 2023		March 31, 2022
Balance, beginning of period		$	70,239,255	$	198,643,655
Net loss			(3,293,058)		(51,821,705)
Capital transactions	8(b)		(118,610)		(335,644)
Balance, end of period		$	66,827,587	$	146,486,306

The accompanying notes are an integral part of these financial statements.

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