(TheNewswire)
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Vancouver, BC – TheNewswire-- February 5th, 2024 – Pathfinder VenturesLtd. (TSXV: RV) ("Pathfinder" or the "Company") ispleased to announce it has completed a non-brokered private placement(the “Offering”) of 25,000,000 common shares (the “Shares”) ata price of $0.02 per Share for gross proceeds of $500,000.
No finder fees were paid in connection with theOffering. The net proceeds will be used forgeneral working capital and to support the development of itsCampground expansions and to advance RV Resort opportunities withinits pipeline. No proceeds will be used for Investor Relationsactivities or for payments to Non-Arms Length Parties. All securities issued are subject to a 4-monthstatutory hold period and a concurrent 4-month Exchange holdperiod , expiring June 6th, 2024.
Directors and Officers of the Company purchased anaggregate of 2,750,000 Shares, representing11.0% of the total number of Shares sold pursuant to the Offering, or2.94% of the issued and outstanding shares following closing. Theparticipation by insiders constitutes a “related partytransaction” within the meaning of Multilateral Instrument 61-101– Protection of MinoritySecurity Holders in Special Transactions (“MI61-101”). The Company has relied upon theexemption from the formal valuation and minority shareholder approvalrequirements pursuant to sections 5.5(a), (b) and (c), and sections5.7(1)(a) and (b), respectively, of MI 61-101.
Extension of Convertible Debentures
Pathfinder has received TSX Venture Exchange approval and effected theextension of $2,395,000 in principal amount of its Series2021-07.CD10-A and CD10-B convertible debentures, with the maturitydate and conversion term extended from December 1, 2023 to March 1,2024, and payment of all accrued interest deferred until maturity. All other terms of the convertible debentures will remain the same.
Extension of Promissory Notes
Pathfinder has reached agreement with the holders of $500,000 inprincipal amount of non-convertible promissory notes, to extend thematurity date from December 1, 2023 to March 1, 2024, and defer thepayment of all accrued interest deferred until maturity. All otherterms of the promissory notes will remain the same.
About Pathfinder Ventures
Pathfinder Ventures Inc. is developing a network of premier branded,upscale and family-friendly RV parks and campgrounds under the“Pathfinder Camp Resorts” name. Pathfinder currently has threecamp resorts located in B.C. and is focused on growing its networkthrough both acquisitions and new construction. The Corporation istaking advantage of the rapidly growing market of Canadians who wantto experience the great outdoors in an RV.
To learn more about Pathfinder Camp Resorts, click thelink below:
On behalf of the board of directorsof the Company:
Joe Bleackley
Chief Executive Officer, Founder and Director
Pathfinder Ventures Inc.
CompanyContact:
Joe Bleackley
Chief Executive Officer, Founder andDirector
Phone: (604) 914 2575
Email: ir@PathfinderVentures.ca
Website: PathfinderVentures.ca || PathfinderCampResorts.com
Anthony Simone
Simone Capital Corp.
Phone: (416) 881-5154
Email: asimone@simonecapital.ca
Cautions
Neither the TSXVenture Exchange nor its Regulation Services Provider (as that term isdefined in the policies of the TSX Venture Exchange) acceptsresponsibility for the adequacy or accuracy of this release. No stockexchange, securities commission or other regulatory authority hasapproved or disapproved the information contained herein.
This news release may includecertain "forward-looking statements" which are not comprisedof historical facts. Forward-looking statements include statements andestimates that describe the Company’s future plans, objectives orgoals, including words to the effect that the Company or itsmanagement expects a stated condition or result to occur.Forward-looking statements may be identified by such terms as"will", "may", "should", “could”,“would”, “plans”, “estimates”, "anticipates","expects", “believes” and other similar expressions. All statements other thanstatements of historical fact are forward-looking statements. Since forward-lookingstatements are based on assumptions and address future events andconditions, by their very nature they involve inherent risks anduncertainties. Although these statements are based on informationcurrently available to the Company, the Company provides no assurancethat such statements will ultimately prove to be accurate and thatactual results and future events will meet management’sexpectations. Risks, uncertainties and other factors involved withforward-looking statements could cause actual events, results,performance, prospects and opportunities to differ materially fromthose expressed or implied by such forward-looking statements.Forward-looking statements in this news release may include, but isnot limited to, the Company’s objectives, goals or future plans,including funding and refinancing. Factors that could cause actualresults to differ materially from such forward-looking statementsinclude, but are not limited to, the ability of the Company tosuccessfully implement its development strategy and whether this willyield the expected benefits; competitive factors in RV’s industrysector; the success or failure of product development programs;currently existing applicable laws and regulations or futureapplicable laws and regulations that may affect the Company’ sbusiness; decisions of regulatory authorities and the timing thereof;Covid-19 related risks, availability of properties for acquisitionand/or development; the economic circumstances surrounding theCompany’s business, including general economic conditions in Canada,the US and worldwide; changes in exchange rates; changes in the equitymarket; inflation; uncertainties relating to the availability andcosts of financing needed in the future; and those other risks disclosed in the filingstatement and other disclosure document prepared and supplied onSEDAR . Although the Companybelieves that the assumptions and factors used in preparing theforward-looking statements in this news release are reasonable, unduereliance should not be placed on such information. Anyforward-looking statement is made as of the date of this news release,and no assurance can be given that any such conditions or events willoccur in the indicated time frames, as expected or at all. The Companydisclaims any intention orobligation to update or revise any forward-looking statements, whetheras a result of new information, future events or otherwise, other thanas required by law.
This news release does notconstitute an offer to sell or a solicitation of an offer to buy anyof the securities in the United States. The securities have not beenand will not be registered under the United States Securities Act of1933, as amended (the "U.S. Securities Act") or any statesecurities laws and may not be offered or sold within the UnitedStates or to U.S. persons unless registered under the U.S. SecuritiesAct and applicable state securities laws or an exemption from suchregistration is available.
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