(via TheNewswire)
- Signing of an Amalgamation Agreement between DOIT and PFI;
- Closing of an oversubscribed non-brokered private placement by PFI that has raised gross proceeds of over
$5.2 million ;- Closing by PFI on the acquisition of three campgrounds in southern
British Columbia ;- Launch of new website and online booking system under the
Pathfinder Camp Resorts nameplate (https://pathfindercampresorts.com/) that is expected to generate significant revenues from booking fees;- Pending filing of Filing Statement and associated disclosure documents with the Exchange for approval of the Qualifying Transaction;
- Signing of Consent Agreement whereby DOIT will receive
$250,972 as repayment of an outstanding loan withCurrent Energy and Renewables Corp. (the “CER loan repayment funds”);- Notice of Special General Meeting on
April 21, 2021 to approve DOIT’s transition to the newTSX Venture Exchange (the “Exchange”) CPC Policy 2.4.
DOIT is a capital pool company and the Transaction is intended to constitute the Corporation’s qualifying transaction ("Qualifying Transaction") under Policy 2.4 of the
Amalgamation Agreement
DOIT, PFI and 1231986
Prior to closing, the shares of DOIT will be consolidated on (i) a 2.3:1 basis if the CER loan repayment funds have been released by the
The Transaction Shares will be issued to the shareholders of PFI pursuant to exemptions from the registration and prospectus requirements of applicable securities laws. Upon completion of the Transaction: (i) all DOIT common shares to be issued to the holders of PFI’s common shares may be subject to resale restrictions under securities laws and the policies of the Exchange, as applicable, and (ii) all common shares held by Principals (as such term is defined in the policies of the Exchange) of DOIT and the Resulting Issuer will be held in escrow in accordance with the policies of the Exchange.
Immediately before the closing of the Transaction, DOIT will change its name to a new name suitable to the business of PFI such as “Pacific Frontier Investment Corp.” or such other name as accepted by the B.C. Registrar of Companies and acceptable to the Exchange.
Upon completion of the Transaction, the parties anticipate that the Resulting Issuer will be listed as a Tier 2 Industrial Issuer on the Exchange and the Company has reserved the share ticker symbol “RV” with the Exchange for the Resulting Issuer.
Conditions Precedent
Completion of the transaction is subject to a number of conditions precedent that are similar to a transaction of this nature, including but not limited to the following:
a)completion of all due diligence by DOIT;
b)all necessary approvals of the Exchange and all other regulatory authorities and third parties to the Transaction being obtained;
c)receipt of an independent third-party valuation of PFI acceptable to DOIT, PFI and the TSXV;
d)approval of the Amalgamation by shareholders of PFI;
e)no material adverse change occurring with respect to DOIT or PFI;
f)Exchange approval; and
g)other customary conditions.
Pursuant to Section 4.2(h) of TSXV Policy 5.4, the Qualifying Transaction will not be considered a related party transaction or combination. No DOIT Non-Arm’s length party has any relationship with any Non-Arm’s length party of PFI. Pursuant to Section 11.2(e)(i),(ii) and (iii) of Policy 2.4, the Non-Arm’s length parties of DOIT are not insiders of PFI and none have a direct or indirect beneficial interest in PFI or it’s business with the exception that the President and CEO of DOIT purchased 100,000 shares (
Sponsorship
Sponsorship of a Qualifying Transaction is required by the Exchange unless exempt in accordance with the Exchange’s policies.DOIT intends to apply to the Exchange for a waiver of the Exchange's sponsorship requirements; however, there is no assurance that DOIT will ultimately obtain an exemption or waiver from sponsorship.
About PFI
PFI was incorporatedby articles of incorporation dated
The management of PFI have over 150 years of combined experience in business, investing, real estate development and hospitality, and PFI is set to carefully grow its portfolio into a network of year-round, family-friendly RV resorts and campgrounds in the most desirable locations.
PFI is taking advantage of the overwhelming trend for Canadians to experience the great outdoors through camping. With 2021 projected to be another record year for Recreational Vehicle (“RV”) sales in
Acquisition of three B.C. RV parks and campgrounds
As of
---------------------------------------------------------------------------------------------------------------------- |Campground/Name |Location |Description |Purchase Date |Purchase | | | | | |Price | |--------------------------------------------------------------------------------------------------------------------| |Pathfinder Camp Resorts (Agassiz) Inc.|Agassiz, B.C.|34 campsites, 10 cabin units |October 29, 2020|CDN$1.984M| |--------------------------------------------------------------------------------------------------------------------| |Fort Camping by |Langley, B.C.|156 campsites, 5 family tent cabins|December 1, 2020|CDN$1.0M | |Pathfinder Camp | | | | | |Resorts* | | | | | |--------------------------------------------------------------------------------------------------------------------| |Pathfinder Camp Resorts (Parksville) |Parksville, |128 RV sites; 25 |December |CDN$3.45M | | |B.C. |campsites; 10 mobile |15, 2020 | | | | |home sites | | | ----------------------------------------------------------------------------------------------------------------------
*operated under license granted by the
PFI has aggressive plans to roll-up the private campground and RV park industry into a national chain of branded resorts under the
Management of PFI are committed to updating available on-site services and implementing superior technology solutions in order to improve customer satisfaction and increase revenue streams at their RV parks and campgrounds. PFI is also committed to modernizing the site booking, management and control systems to improve operating efficiency in a more scalable framework than is possible with individually owned campgrounds. In this regard, PFI has justlaunched a new website and online booking system under the
https://pathfindercampresorts.com/
Through a long-term strategy of acquiring individually owned private campgrounds in desirable locations, PFI projects positive earnings and capital appreciation based on RV and campground site rentals, membership sales, store and service fee revenue as well as land value appreciation.
Unaudited Financial Information
PFI has prepared unaudited financial statements for the period from inception on
At
Management and Board of Directors
Upon completion of the Qualifying Transaction, it is expected that all members of the DOIT board and certain senior officers of DOIT will resign and the board of directors and management team of the Resulting Issuer will be reconstituted with nominees put forth by PFI, which are expected to include the following, all of whom are residents of
Joe is an entrepreneur and business leader who has built and led successful teams through several growth stages. Joe has been involved with significant fundraising efforts in the capital markets and has served in senior leadership roles.
Stan is an accomplished leader with 20+ years of consulting and senior management experience in the campground and vacation rental industry, with proven success in planning, implementation, management and evaluation of small, medium and large multi-faceted tourism operations.
Darren is a Partner at
Mike owns a private investment and consulting company and has been a director and executive officer of numerous public companies since 1998. Mike developed and sold Niogold to Osisko Mining and was previously the President, CEO and Founder of Fortuna Silver Mines (FVI.T) where he was integral at building the Company into a silver producer worth over
Private Placement
On
All securities issued in the Private Placement will be subject to a hold period of four months and one day following the closing date of the Qualifying Transaction between DOIT and PFI. This hold period is in addition to any resale restrictions required under Policy 5.4 (seed share resale restrictions).
PFI paid finders fees of
The Company has used the gross proceeds of the Private Placement for the purchase and renovation of its three B.C campgrounds. The funds will also be used for continuing due diligence costs, marketing and general working capital.
Complete details regarding PFI, the Amalgamation and the Financing will be contained in a Filing Statement which DOIT and PFI will submit to the Exchange shortly and which will be filed on SEDAR prior to closing.
Trading in DOIT’s shares will remain halted until completion of the Amalgamation.
Repayment of outstanding loan with
On
On
In November, 2020, the Company filed a Statement of Civil Claim in the
On
Notice of Special General Meeting
The Exchange announced on
Amongst the changes are a number of new policies that the Corporation would like to implement but that require disinterested shareholder approval. The Corporation wishes to put forward the following resolutions for approval by disinterested shareholders (in relation to each matter) at aSpecial General Meeting (the “Meeting”) to be held
At the Meeting, disinterested shareholders will be asked to consider and, if deemed appropriate, to pass an ordinary resolution removing the applicability of section 14.13 of the Old CPC Policy to reflect the New Policy, thereby removing the requirement of the Corporation to complete a Qualifying Transaction within 24 months of its date of listing on the Exchange and removing the associated consequences of not completing such requirement (the “24 Month Resolution”).
At the Meeting, shareholders will also be asked to consider and, if deemed appropriate, to pass an ordinary resolution of disinterested shareholders (the “Amended Escrow Agreement Resolution”), allowing the Corporation to make certain amendments to the Corporation’s escrow agreement dated
General
Completion of the qualifying transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be 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. Trading in the securities of a capital pool company should be considered highly speculative.
The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
We seek Safe Harbor.
For further information, please contact:
Phone: (604) 649-5724
Email:firstsilver@hotmail.com
Joe Bleackley– Chief Executive Officer, Founder and Director
Phone: (604) 914 2575
Email:ir@pacificfrontier.co
Neither the
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 Transaction and 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 actualresults to differ materially from the Corporation's expectations include the failure to satisfy the conditions to completion of the Transaction set forth above and other 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. As a result, the Corporation cannot guarantee that the Transaction will be completed on the terms and within the time disclosed herein or at all. 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 and the Corporation will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.
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
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