/NOT FOR DISTRIBUTION OR DISSEMINATION TO THE UNITED STATES/

VANCOUVER, BC, July 25, 2023 /CNW/ - Pathfinder Ventures Inc. (TSXV: RV) (the "Company" or "Pathfinder.") announces that it intends to complete a non-brokered private placement (the "Private Placement") of up to 12,500,000 units (the "Units") at a price of $0.04 per Unit to raise total gross proceeds of up to $500,000. 

Each Unit will consist of one common share (a "Share") and one-half of a share purchase warrant, with each full warrant exercisable to acquire one Share at a price of $0.08 for a period of eighteen months from closing (the "Closing date"). If, after the date that is four months and one day after the Closing date, the Shares trade or close on the TSX Venture Exchange (the "Exchange"), or such other exchange or market on which the Shares may become traded, at $0.15 or more for ten consecutive trading days, the Company may accelerate the expiry of the warrants by giving notice via news release and thereafter the warrants will automatically expire at 4:00 p.m. (Pacific time) on the 30th day after such news release.

Finder's fees may be payable in accordance with the policies of the Exchange. The Company intends to use the net proceeds of the Private Placement for general working capital, to support the development of its Agassiz Campground expansion and to advance acquisition opportunities within its pipeline, consisting of RV resorts and RV & self-storage opportunities.

Pathfinder has been in discussion with its debenture holders and is proposing to extend (the "CD Extension") the maturity date and conversion term and defer the payment of all accrued interest until maturity, of up to $2,395,000 in principal amount of its Series 2021-07.CD10-A and CD10-B convertible debentures, from July 26, 2023 and September 8, 2023, respectively, to December 1, 2023. All other terms of the convertible debentures will remain the same.

Pathfinder is also proposing to settle (the "SFD Settlement") up to $105,000 in debt plus $5,207 in accrued interest to three arms-length parties by the issuance of 2,755,175 units having terms identical to the Units issued in the Private Placement.

The Private Placement, CD Extension and SFD Settlement are subject to the approval of the Exchange. Any securities issued in connection with the Private Placement and SFD Settlement are expected to be subject to a 4-month statutory hold period, and if issued or exercisable at less than $0.05 per Share, a 4-month Exchange hold period.

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 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.

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.

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.

This news release contains forward-looking statements relating to the transactions disclosed herein and the Company's business. 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 Company, 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 and uncertainties relating to the negotiation of final documentation with respect to the transactions disclosed herein, and generally 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 Company. 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 Company 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 the Company, this news release includes certain "forward-looking statements" which are particular to the Company and are not comprised of historical facts. Forward-looking statements include estimates and statements 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 "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 the Company, the Company 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, the Company'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 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; 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 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. The Company 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.

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