Pathfinder Ventures Announces Non-Brokered Private Placement of up to $1 Million and Concurrent Share Consolidation

VANCOUVER, BC / ACCESSWIRE / July 8, 2024 / Pathfinder Ventures Inc. (TSXV:RV) ("Pathfinder" or the "Company") is pleased to announce a non-brokered private placement (the "Private Placement"), on a post-Consolidation basis (see below), of up to 10 million units (the "Units") at a price of $0.10 per Unit for gross proceeds of $1,000,000. Each Unit will be comprised of one post-Consolidation common share (a "Share") of the Issuer and one-half (1/2) of a non-transferable purchase warrant, with a whole warrant entitling the holder to purchase a further Share at a price of $0.20 for a period of 36 months subject to acceleration on the occurrence of certain events.

Pathfinder further announces that it will be undertaking a consolidation (the "Consolidation") of its common shares on the basis of four (4) pre-Consolidation common shares for one (1) post-Consolidation common share. The Company expects that the Consolidation will provide the Company with increased flexibility in structuring and completing financings and potential business transactions. The Company currently has 93,681,976 common shares outstanding, and accordingly expects 23,420,494 common shares to be outstanding on completion of the Consolidation (subject to rounding adjustments and any further share issuances prior to the Consolidation) and prior to the completion of the Private Placement. The Company does not expect to change its name or trading symbol in conjunction with the Consolidation.

Finder's fees may be payable in accordance with the policies of the TSX Venture Exchange ("the Exchange"). The Company intends to use the net proceeds of the Private Placement for general working capital, to support current RV Resort developments and expansions, and to advance acquisition opportunities within its pipeline, consisting of RV resorts and Lifestyle Communities.

Completion of the Consolidation and the Private Placement remains subject to the approval of the TSX Venture Exchange.

About Pathfinder Ventures Inc. (TSXV:RV):

Pathfinder Ventures Inc. is a leading provider of premium RV camping experiences, committed to delivering exceptional hospitality and modern amenities to outdoor enthusiasts. With a portfolio of strategically located resorts, Pathfinder offers unparalleled opportunities for memorable RV vacations.

To learn more about Pathfinder Camp Resorts, click the link below:

www.PathfinderCampResorts.com

On behalf of the board of directors of the Corporation:

Joe Bleackley
Chief Executive Officer, Founder and Director
Pathfinder Ventures Inc.

Company Contact:

Joe Bleackley
Chief Executive Officer, and Director
Phone: (604) 914 2575
Email: ir@PathfinderVentures.ca
Website: PathfinderVentures.ca || PathfinderCampResorts.com

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. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

This news 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 U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Forward-Looking Information Cautionary Statement

This news release contains forward-looking statement related to Pathfinder's board of directors. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the future plans and objectives of the Corporation, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Corporation's expectations include risks detailed from time to time in the filings made by the Corporation with securities regulations.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Corporation. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Corporation does not undertake any obligation to update publicly or to revise any forward-looking statements that are contained or incorporated in this press release.

In the case of RV, this news release includes certain "forward-looking statements" which are particular to RV and are not comprised of historical facts. Forward-looking statements include estimates and statements that describe RV's future plans, objectives or goals, including words to the effect that RV or its management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to RV, RV provides no assurance that actual results will meet management's expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, RV's objectives, goals or future plans, statements, and refinancing and funding. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, the ability of the RV to successfully implement its development strategy and whether this will yield the expected benefits; competitive factors in RV's industry sector; the success or failure of product development programs; currently existing applicable laws and regulations or future applicable laws and regulations that may affect RV' s business; decisions of regulatory authorities and the timing thereof; Covid-19 related risks, availability of properties; the economic circumstances surrounding RV's business, including general economic conditions in Canada, the US and worldwide; changes in exchange rates; changes in the equity market; inflation; uncertainties relating to the availability and costs of financing needed in the future; and those other risks disclosed in the filing statement or other disclosure document prepared and supplied on Sedar. Although RV believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. RV disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

SOURCE: Pathfinder Ventures Inc.