Pathfinder Ventures Inc. (formerly Discovery One Investment Corp.) and Pacific Frontier Investments Inc. Announce Closing of Qualifying Transaction
*NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.*
*VANCOUVER, BC / ACCESSWIRE / October 15, 2021* / *Pathfinder Ventures Inc.* (*TSXV:RV*) (formerly Discovery One Investment Corp.) (DOIT.P) (the "Corporation" or "RV") is pleased to announce that effective October 14, 2021 it has completed its qualifying transaction (the "Transaction") pursuant to Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the "TSXV") which consisted of a business combination by way of the amalgamation of PFI and 1231986 BC Ltd. ("Newco"), whereby the Corporation acquired all the common shares of Pacific Frontier Investments Inc. ("PFI") in exchange for common shares of the Corporation and the business of PFI became the business of the Corporation in accordance with the Amalgamation Agreement dated March 9, 2021, as amended.
Prior to closing, shares of the Corporation were consolidated on a 2.3:1 basis with shareholders of PFI receiving 0.452398 post-consolidated common share of the Corporation (the "Transaction Shares") for every common share of PFI previously held. Convertible securities of PFI will also be adjusted based on the foregoing exchange ratio. Prior to closing, the name of the Corporation was changed to "Pathfinder Ventures Inc.".
After the consolidation, the Corporation had 8,723,629 common shares outstanding and PFI had 104,139,954 common shares outstanding. As a result of the Transaction, the Corporation has issued 47,112,695 Transaction Shares to PFI's current shareholders, and the Corporation now has 55,836,324 shares outstanding.
Following completion of the Transaction, the board of directors of the Corporation has been reconstituted to consist of Joe Bleackley, Mike Iverson and Leonard Brownlie, and management of the Corporation has been reconstituted to consist of Joe Bleackley as Chief Executive Officer and Corporate Secretary, Stan Duckworth as Chief Operating Officer and Darren Prins as Chief Financial Officer.
Pathfinder Ventures Inc. will continue the business of PFI, which is to develop a network of premier branded, upscale, and family-friendly RV parks and campgrounds under the "Pathfinder Camp Resorts" name. The Corporation currently has three camp resorts located in B.C. and is focused on growing its network through both acquisitions and new construction. The Corporation is taking advantage of the rapidly growing market of Canadians who want to experience the great outdoors in an RV.
The Corporation has received conditional approval from the TSXV for the listing and posting for trading of its common shares on the TSXV and the Corporation's common shares are expected to commence trading on the TSXV on or about October 20th, 2021 under the symbol "RV". The Transaction is subject to the final acceptance of the TSXV.
For further additional information about Pathfinder Ventures Inc. and the Transaction, please refer to the filing statement dated September 28, 2021 which has been filed under the Corporation's profile on SEDAR at www.sedar.com.
Investors are cautioned that, except as disclosed in the filing statement prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
*On behalf of the board of directors of the Corporation:*
Chief Executive Officer, Founder and Director
Pathfinder Ventures Inc.
For further information, please contact:
Joe Bleackley- Chief Executive Officer, and Director
Phone: (604) 914 2575
*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 statements relating to the timing and completion of the Transaction, the future operations of the Corporation and other statements that are not historical facts. 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 PFI, this news release includes certain "forward-looking statements" which are particular to PFI and are not comprised of historical facts. Forward-looking statements include estimates and statements that describe PFI's future plans, objectives or goals, including words to the effect that PFI 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 PFI, PFI 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, PFI's objectives, goals or future plans, statements, its projected revenues and earnings, and anticipated future growth in new markets. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, the ability of the PFI to successfully implement its development strategy and whether this will yield the expected benefits; competitive factors in PFI'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 PFI' s business; decisions of regulatory authorities and the timing thereof; Covid-19 related risks, availability of properties; the economic circumstances surrounding PFI'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 in connection with the Transaction. Although PFI 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. PFI 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:* Discovery One Investments Corp.
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