Mr. Joe Bleackley reports

PATHFINDER CLOSES OVERSUBSCRIBED PRIVATE PLACEMENT

Pathfinder Ventures Ltd. has closed the second (final) tranche of its non-brokered private placement, issuing an additional 15,075,000 units at a price of 10 cents per unit for gross proceeds of $1,507,500. Combined with proceeds from the first tranche that closed Sept. 13, 2024, the company has raised an aggregate of $2,207,500.

Each unit issued in the second tranche comprises one common share and one-half warrant, with each whole warrant exercisable to purchase a common share at a price of 20 cents until Dec. 23, 2027, subject to accelerated expiry upon certain events. The company intends to use the net proceeds to finance 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 issued 175,000 warrants having the same terms as the unit warrants, in payment of finders' fees. In total, the finders' 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 20.7 per cent of the total number of units sold, with the associated common shares representing approximately 10.04 per cent 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 per cent 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. 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 Inc.

Pathfinder Ventures aims to be the premier provider of RV (recreational vehicle) resorts and manufactured housing communities, recognized for delivering exceptional guest experiences and innovative housing solutions. The company is 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, Pathfinder Ventures strives to enhance the lives of its guests, residents and communities.

We seek Safe Harbor.