Pond Announces Issuance of Shares for Debt Settlement

c125a823 a2b9 471b bbc0 bd3f60384677 Pond Announces Issuance of Shares for Debt Settlement

MARKHAM, ON / December 20, 2022 / Pond Technologies Holdings Inc. (“Pond” or the “Company“) (TSXV:POND)(OTCQB:PNDHF)(FSE:4O0), an ESG company addressing global sustainability challenges of wellness and climate change, announces that the Company has agreed to issue an aggregate of 1,086,428 common shares of the Company (the “Settlement Shares“) at a price of C$0.10 per share in settlement of accrued interest payable totaling C$108,642.83.

Pursuant to the $1,988,500 principal amount Amended and Restated Promissory Note dated November 15, 2021 issued by the Corporation in favour of Georgian Villas Inc. (an entity controlled by a director of Pond, Mr. Robert McLeese) (“Georgian Villas“) the Company owes Georgian Villas accrued interest thereon of $108,642.83 (representing interest accrued for the period from May 16, 2022 to November 15, 2022) and the Company and Georgian Villas wish to satisfy the payment of same through the issuance by the Company to Georgian Villas of 1,086,428 Settlement Shares, representing a deemed price per share of C$0.10.

The issuance of the Settlement Shares remains subject to the approval of the TSX Venture Exchange. The Settlement Shares will be subject to a statutory hold period which will expire in four months and one day from the date of issuance.

Grant Smith, President & CEO at Pond said: “With a focus on advancing sustainable revenue generation, Pond’s ability to pay the accumulated interest in shares gives the company’s balance sheet greater flexibility. This is significant for us as we move on with our commercial roadmap in 2023.”

About Pond Technologies Holdings Inc.:

Located in Markham, Ontario, Pond Technologies has developed a proprietary system that can profitably transform CO2 into valuable algae-related products. Its Pond Carbon business focuses on absorbing greenhouse gas emissions, transforming these into food, feed, and nutraceutical ingredients. Pond recently added a Biotech division focused on the growth of unique strains of microalgae to be used as a reproductive medium for the expression of human antibodies and proteins.

For more information, please visit https://www.pondtech.com/.

Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.

For further information contact: Grant Smith, Chief Executive Officer, at [email protected], or 416-287-3835 ext. 201

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6) This document contains forward-looking information and forward-looking statements, within the meaning of applicable Canadian securities legislation, (collectively, “forward-looking statements”), which reflect management’s expectations regarding Pond Technologies Inc.’s future growth, future business plans and opportunities, expected activities, and other statements about future events, results or performance. Wherever possible, words such as “predicts”, “projects”, “targets”, “plans”, “expects”, “does not expect”, “budget”, “scheduled”, “estimates”, “forecasts”, “anticipate” or “does not anticipate”, “believe”, “intend” and similar expressions or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative or grammatical variation thereof or other variations thereof, or comparable terminology have been used to identify forward-looking statements. These forward-looking statements include, among other things, statements relating to: (a) revenue generating potential with respect to Pond Technologies Inc.’s industry; (b) market opportunity; (c) Pond Technologies Inc.’s business plans and strategies; (d) services that Pond Technologies Inc. intends to offer; (e) Pond Technologies Inc.’s milestone projections and targets; (f) Pond Technologies Inc.’s expectations regarding receipt of approval for regulatory applications; (g) Pond Technologies Inc.’s intentions to expand into other jurisdictions including the timeline expectations relating to those expansion plans; and (h) Pond Technologies Inc.’s expectations with regarding its ability to deliver shareholder value. Forward-looking statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, as of the date of this document including, without limitation, assumptions about: (a) the ability to raise any necessary additional capital on reasonable terms to execute Pond Technologies Inc.’s business plan; (b) that general business and economic conditions will not change in a material adverse manner; (c) Pond Technologies Inc.’s ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; (d) Pond Technologies Inc.’s ability to enter into contractual arrangements with additional Pharmacies; (e) the accuracy of budgeted costs and expenditures; (f) Pond Technologies Inc.’s ability to attract and retain skilled personnel; (g) political and regulatory stability; (h) the receipt of governmental, regulatory and third-party approvals, licenses and permits on favorable terms; (i) changes in applicable legislation; (j) stability in financial and capital markets; and (k) expectations regarding the level of disruption to as a result of CV-19. Such forward-looking information involves a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of Pond Technologies Inc. to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements. Such risks include, without limitation: (a) Pond Technologies Inc.’s operations could be adversely affected by possible future government legislation, policies and controls or by changes in applicable laws and regulations; (b) public health crises such as CV-19 may adversely impact Pond Technologies Inc.’s business; (c) the volatility of global capital markets; (d) political instability and changes to the regulations governing Pond Technologies Inc.’s business operations (e) Pond Technologies Inc. may be unable to implement its growth strategy; and (f) increased competition.

Except as required by law, Pond Technologies Inc. undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future event or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. Neither does Pond Technologies Inc. nor any of its representatives make any representation or warranty, express or implied, as to the accuracy, sufficiency or completeness of the information in this document. Neither Pond Technologies Inc. nor any of its representatives shall have any liability whatsoever, under contract, tort, trust or otherwise, to you or any person resulting from the use of the information in this document by you or any of your representatives or for omissions from the information in this document.

7) Any graphs, tables or other information demonstrating the historical performance or current or historical attributes of Pond Technologies Inc. or any other entity contained in this document are intended only to illustrate historical performance or current or historical attributes of Pond Technologies Inc. or such entities and are not necessarily indicative of future performance of Pond Technologies Inc. or such entities.