Pathfinder Closes Oversubscribed Private Placement

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VANCOUVER, BC / ACCESSWIRE / December 24, 2024 /Pathfinder Ventures Ltd. (TSXV:RV) ("Pathfinder" or the "Company") is pleased to announce that it has closed the second (final) tranche of its non-brokered private placement, issuing an additional 15,075,000 units ("Units") at a price of $0.10 per Unit for gross proceeds of $1,507,500. Combined with proceeds from the first tranche which closed September 13, 2024, the Company has raised an aggregate of $2,207,500.

Each Unit issued in the second tranche is comprised of one common share and one-half of a warrant, a whole warrant ("Warrant") exercisable to purchase a common share at a price of $0.20 until December 23, 2027, subject to accelerated expiry upon certain events. The Company intends to use the net proceeds to fund and advance upgrades and expansion at its RV resorts, to advance acquisition opportunities within its pipeline, and for general working capital. In connection with the second tranche closing, the Company paid $17,500 and issued175,000 warrants having the same terms as the Unit warrants, in payment of finder fees. In total, the finder fees for both tranches were $46,900 in cash and 469,000 warrants. All securities issued in the second tranche are subject to a hold period until April 24, 2025.

Directors of the Company purchased an aggregate of 4,568,500 Units in the two tranches, representing approximately 20.70% of the total number of Units sold, with the associated common shares representing approximately 10.04% of the outstanding common shares as of the closing (and if the associated warrants are exercised, an aggregate of 6,852,750 common shares representing approximately 14.34% of the then-outstanding shares as of the closing). The participation by insiders constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions("MI 61-101"). The Company has relied upon the exemption from the formal valuation and minority shareholder approval requirements pursuant to sections 5.5(a), (b) and (c), and sections 5.7(1)(a) and (b), respectively, of MI 61-101.

About Pathfinder Ventures

Pathfinder Ventures Inc. aims to be the premier provider of RV resorts and manufactured housing communities, recognized for delivering exceptional guest experiences and innovative housing solutions. We are dedicated to creating welcoming, well-maintained, and modern spaces that bring people together, whether for travel or housing. Through a commitment to hospitality excellence, sustainable practices, and innovative solutions, we strive to enhance the lives of our guests, residents, and communities.

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

Cautions

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 may include certain "forward-looking statements" which are not comprised of historical facts. Forward-looking statements include statements and estimates that describe the Company 's future plans, objectives or goals, including words to the effect that the Company or its management 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 than statements of historical fact are forward-looking statements. 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 the Company, the Company provides no assurance that such statements will ultimately prove to be accurate and that actual results and future events will meet management 's expectations. Risks, uncertainties and other factors involved with forward-looking statements could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release may include, but is not limited to, the Company 's objectives, goals or future plans, including funding and refinancing. Factors that could cause actual results to differ materially from such forward-looking statements include, but are not limited to, the ability of the Company 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 the Company ' s business; decisions of regulatory authorities and the timing thereof; Covid-19 related risks, availability of properties for acquisition and/or development; the economic circumstances surrounding the Company '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 and other disclosure document prepared and supplied on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements in this news release are reasonable, undue reliance should not be placed on such information. Any forward-looking statement is made as of the date of this news release, and no assurance can be given that any such conditions or events will occur in the indicated time frames, as expected or at all. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law.

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.

SOURCE: Pathfinder Ventures Inc.

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