(via TheNewswire)
On
On
The Amalgamation Agreement has been amended to extend the time for completion to
As of the date hereof, the Corporation has 20,064,350 common shares outstanding (approximately 8,723,630 following the consolidation) and PFI has 104,139,954 common shares outstanding. As a result of the Transaction, the Corporation anticipates it will issue approximately 47,112,682 Transaction Shares to PFI’s current shareholders, and the Corporation upon completion of the Transaction (the “Resulting Issuer”) will have approximately 55,836,312 shares outstanding.
In addition, Resulting Issuer shares will be reserved for issuance pursuant to the potential exercise or conversion of the following outstanding DOIT and PFI securities:
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |Currently outstanding DOIT or PFI security |Resulting Issuer shares reserved for issue and effective price | | |after adjustment for consolidation and Transaction exchange | | |ratio | |-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| |2,000,000 DOIT stock options exercisable into DOIT share at$0.10 per share |869,565 stock options to acquire a Resulting Issuer share at an effective exercise price of$0.23 per share | |-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| |2,500,000 PFI stock options exercisable into PFI share at$0.10 per share |1,130,994 stock options to acquire a Resulting Issuer share at an effective exercise price of$0.221 per share | |-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| |$500,000 principal amount of PFI convertible notes exercisable into PFI shares at$0.07 per share|3,231,413 Resulting Issuer shares at an effective conversion price of$0.1547 per share | |-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| |$1,340,000 principal amount of PFI convertible debentures |for underlying conversion unit shares: 6,062,130 Resulting Issuer shares at an effective conversion price of$0.221 per share| |exercisable into PFI units at$0.10 per unit (share and full | | |warrant) | | | |-----------------------------------------------------------------------------------------------------------------------------| | |for underlying conversion unit warrants: 6,062,130 Resulting Issuer shares at an effective exerciseprice of$0.3316 per share| |-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| |3,759,600 PFI finder warrants exercisable into PFI share at$0.10 per share |1,700,835 warrants to acquire a Resulting Issuer share at an effective exercise price of$0.221 per share | |-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| |681,000 PFI finder warrants exercisable into PFI share at$0.15 per share |308,083 warrants to acquire a Resulting Issuer share at an effective exercise price of$0.3316 per share | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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 Resulting Issuer securities held by Principals (as such term is defined in the policies of the Exchange) of the Corporation and the Resulting Issuer will be subject to escrow in accordance with the policies of the Exchange; and (ii) all of the Transaction Shares held by non-Principals may be subject to resale restrictions under securities laws and the policies of the Exchange.
Immediately before the closing of the Transaction, the Corporation will change its name to “
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 Corporation has reserved the share ticker symbol “RV” with the Exchange for the Resulting Issuer.
Selected Pro Forma Financial Information
The following table sets forth unaudited pro forma financial information of DOIT as of
-------------------------------------------------------------------------- | |DOITJanuary|PFIMarch |Pro |Resulting | | |31, 2021 |31, 2021 |FormaAdjustments|IssuerPro | | | | | |Forma * | |------------------------------------------------------------------------| |Current Assets |$1,080,749 |$2,265,225 |$2,092,736 |$5,438,710 | |------------------------------------------------------------------------| |Non-Current Assets |$0 |$10,412,531|$0 |$10,412,531| |------------------------------------------------------------------------| |Total Assets |$1,080,749 |$12,667,756|$2,092,736 |$15,851,241| |------------------------------------------------------------------------| |Current Liabilities|$4,266 |$7,421,506 |$(3,821,631) |$3,604,141 | |------------------------------------------------------------------------| |Total Liabilities |$4,266 |$7,704,560 |$2,100,000 |$9,808,826 | |------------------------------------------------------------------------| |Shareholder’s |$1,076,483 |$4,973,196 |$(7,264) |$6,042,415 | |Equity | | | | | --------------------------------------------------------------------------
* Since
Selected Financial Information for Acquired Companies
In 2020, PFI completed the acquisition of three companies, 0596440
Since acquisition, PFI has spent significant funds on the
----------------------------------------------------------------------------------------------------- | |0596440 BC |DuckworthManagement |JACHoldings Ltd.(Parksville) | | |Ltd.(Agassiz) |Ltd.(Fort | | | | |Langley) | | |---------------------------------------------------------------------------------------------------| | |FY Aug 31, 2020|FY Dec 31, 2019|9mo Sept 30, 2020|FY Mar |6mo Sept | | | | | |31, |30, 2020 | | | | | |2020 | | |---------------------------------------------------------------------------------------------------| |Total revenues |131,667 |1,607,540 |1,582,155 |444,264 |394,585 | |---------------------------------------------------------------------------------------------------| |Cost of Sales |- |341,882 |550,593 |- --- | |---------------------------------------------------------------------------------------------------| |Payroll Expense |43,358 |545,252 |276,969 |26,007 |-- | |---------------------------------------------------------------------------------------------------| |Gross Margin |88,308 |720,406 |754,593 |418,257 |-- | |---------------------------------------------------------------------------------------------------| |Expenses |74,406 |463,288 |524,859 |190,908 |121,375 | |---------------------------------------------------------------------------------------------------| |Net income (loss) |13,903 |267,023 |259,578 |227,349 |248,103 | |---------------------------------------------------------------------------------------------------| |Comprehensive |12,715 |251,009 |259,578 |200,246 |248,103 | |income (loss) | | | | | | |---------------------------------------------------------------------------------------------------| |Current assets |8,830 |1,918,050 |2,027,754 |443,521 |509,432 | |---------------------------------------------------------------------------------------------------| |Total assets |171,626 |2,478,370 |2,523,221 |1,856,151 |1,924,818 | |---------------------------------------------------------------------------------------------------| |Current liabilities|152,487 |456,075 |302,860 |211,333 |46,897 | |---------------------------------------------------------------------------------------------------| |Total liabilities |152,487 |792,102 |577,375 |211,333 |46,897 | -----------------------------------------------------------------------------------------------------
PFI cautions that the above financial results may not be indicative of future operations. As a result of the upgrades and expansion made at the
PFI Convertible Debenture Financing
In late
About Pacific Frontier Investments
PFI is committed to take advantage of the business opportunities that exist given the growing trend of people looking to explore, reside and vacation in RV’s. PFI is focused on building, through both acquisitions and new construction, a network of premier branded, upscale, and family-friendly RV parks and campgrounds under the “Pathfinder Camp Resorts” name. PFI plans to aggressively expand its portfolio, while currently operating three
To date, PFI has acquired 3 operating RV/campground businesses located in
Pathfinder
Pathfinder
The
General
Completion of the 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 filing statement to be prepared in connection with the Transaction, any information released or received with respect to theTransaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool corporation 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.
On behalf of the board of directors of the Corporation:
President, Chief Executive Officer, and Director
For further information, please contact:
Phone: (604) 649-5724
Email:firstsilver@hotmail.com
Joe Bleackley– Chief Executive Officer, 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 actual results to differ materially from the Corporation's expectations include the failure to satisfy the conditions to completion of the Transaction set forth in the previous press releases of the Corporation concerning the Transaction 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. 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 andstatements 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
Copyright (c) 2021 TheNewswire - All rights reserved.
Copyright (c) 2021 TheNewswire - All rights reserved., source