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

5f4aba4c 0dfe 44a8 a6d2 0e8fe7dda131 Pond Technologies Announces Closing of Non-Brokered Private Placement Including Insider Participation

MARKHAM, ONNov. 16, 2022 – Further to its press release dated November 1 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 its non-brokered private placement (“Private Placement“) in the amount of 3,750,000 common shares in the capital of Pond (“Common Shares“) at a purchase price of $0.12 per Common Share for aggregate gross proceeds of $450,000.00. The Common Shares issued pursuant to the Private Placement are subject to a statutory hold period expiring March 16, 2023.

The Private Placement included subscriptions by certain insiders of Pond for a total of 2,900,000 Common Shares at an aggregate subscription price of $348,000. 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 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% of Pond’s market capitalization.

Net proceeds of the Private Placement will be used by Pond for general working capital purposes.

About Pond Technologies Holdings Inc.:

Located in Markham, Ontario, Pond is a technology leader in controlled environment cultivation of microalgae. In over ten years of R&D, Pond 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 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 has begun to license its technology to third parties for ongoing license fees and royalties. Pond 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 that term is defined in the policies of the TSXV) accept responsibility for the adequacy or accuracy of this release.

SOURCE Pond Technologies Holdings Inc.

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

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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.