Pond Technologies Announces Closing of First Tranche of Non-Brokered Private Placement Including Insider Participation

Pond Pond Technologies Announces Closing of First Tranche of Non-Brokered Private Placement Including Insider Participation

MARKHAM, ONSept. 28, 2022 – Further to its press release dated September 6, 2022, Pond Technologies Holdings Inc. (“Pond“)(TSXV:POND)(OTCQB:PNDHF)(FSE: 400), an ESG company addressing global sustainability challenges of wellness and climate change, announces the closing yesterday of the first tranche of its non-brokered private placement (“Private Placement“) in the amount of 2,006,667 common shares of Pond (“Common Shares“) at a purchase price of $0.15 per Common Share for aggregate gross proceeds of $301,000. The Common Shares issued pursuant to the first tranche are subject to a statutory hold period expiring January 28, 2022.

The first tranche included a subscription by O’Connor Holdings Limited (an entity controlled by Mr. Dan O’Connor, Chief Operating Officer of Pond Technologies Holdings Inc. (TSXV:POND)(OTCQB:PNDHF)(FSE: 400)) for 1,666,667 Common Shares at an aggregate subscription amount of $250,000. Insider participation constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). Pond Technologies Holdings Inc. (TSXV:POND)(OTCQB:PNDHF)(FSE: 400) has relied upon the exemptions from the formal valuation and minority shareholder approval requirements contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively. Neither the fair market value of the Common Shares purchased by such insider nor the fair market value of the consideration paid for the insider exceeds 25% off Pond’s market capitalization.

The TSX Venture Exchange (“TSXV“) has conditionally accepted the Private Placement, requiring Pond Technologies Holdings Inc. (TSXV:POND)(OTCQB:PNDHF)(FSE: 400) to close all tranches under the Private Placement and to satisfy the TSXV’s final acceptance requirements by no later than October 24, 2022.

Net proceeds of the Private Placement will be used by Pond Technologies Holdings Inc. (TSXV:POND)(OTCQB:PNDHF)(FSE: 400) for general working capital purposes.

About Pond Technologies Holdings Inc.:

Located in Markham, Ontario, Pond Technologies Holdings Inc. (TSXV:POND)(OTCQB:PNDHF)(FSE: 400) is a technology leader in the controlled environment cultivation of microalgae. In over ten years of R&D, Pond Technologies Holdings Inc. (TSXV:POND)(OTCQB:PNDHF)(FSE: 400) has developed a robust disruptive technology platform based on artificial intelligence, proprietary LED lights and patented CO2-Management. The use of concentrated CO2 from industrial waste streams enables Pond to boost the productivity of microalgae well beyond the capacity of outdoor algae growers and allows industrial emitters to abate and ultimately recycle CO2. Pond Technologies Holdings Inc. (TSXV:POND)(OTCQB:PNDHF)(FSE: 400) is currently selling microalgae-derived antioxidant astaxanthin under its Regenurex brand. As micro-algae are becoming increasingly important in pharmaceuticals and cosmetics, nutraceuticals, human nutrition, aqua farming, bioplastics, and biofuels, Pond Technologies Holdings Inc. (TSXV:POND)(OTCQB:PNDHF)(FSE: 400) has begun to license its technology to third parties for ongoing license fees and royalties. Pond Technologies Holdings Inc. (TSXV:POND)(OTCQB:PNDHF)(FSE: 400) recently added a Biotech division focused on the growth of unique strains of micro-algae to be used as a reproductive medium for the expression of human anti-bodies and proteins.

Neither the TSXV nor its Regulation Services Provider (as defined in the policies of the TSXV) accept responsibility for the adequacy or accuracy of this release.

SOURCE Pond Technologies Holdings Inc.