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

MARKHAM, ON / ACCESSWIRE / March 2, 2022 / Pond Technologies Holdings Inc. ("Pond") (TSXV:POND)(OTCQB:PNDHF)(FSE:400), an ESG company addressing global sustainability challenges of wellness and climate change, today announced the closing of the first tranche ("First Tranche") of a non-brokered private placement ("Private Placement") of 5,500,000 common shares of Pond ("Common Shares") at a purchase price of $0.20 per Common Share for aggregate gross proceeds of $1,100,000. No warrants will be issued pursuant to the Private Placement.

The First Tranche included subscriptions, either directly or indirectly, by certain Pond insiders for an aggregate amount of $210,000, led by Colmac Holdings Limited (an entity controlled by Mr. Robert McLeese, Chairman of Pond) and including Grant Smith, CEO and Thomas Masney, CFO.

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 insiders nor the fair market value of the consideration paid for them exceeds 25% of Pond's market capitalization.

Grant Smith, CEO at Pond, said: "Pond is at a critical juncture, with our business seeing strong momentum led by our differentiated carbon capture and algae growth platform. We are working towards continued commercialization of the technology, including exploring global partnership opportunities to help us further our strategic goals at an accelerated pace. As we continue to execute our growth objectives, this strategic non-brokered private placement will provide additional working capital for our significant ongoing projects with major clients in the food and energy sectors. Our insider participation is due to the continued belief the market price of our common shares does not fully reflect the underlying value of the company's business and its future business prospects. It also shows our continued commitment as we look to drive shareholder value with execution on the commercialization of our robust technology."

The second tranche of the Private Placement, for additional proceeds of up to $500,000, is expected to close on or about March 11, 2022. Net proceeds of the Private Placement will be used by Pond for general working capital purposes.

The TSX Venture Exchange ("TSXV") has conditionally accepted the Private Placement, requiring Pond to close all tranches under the Private Placement and to satisfy the TSXV's final acceptance requirements by no later than March 28, 2022.

About Pond Technologies Holdings Inc.:

Located in Markham, Ontario, Pond is a technology leader in the controlled environment cultivation of micro-algae. 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 micro-algae well beyond the capacity of outdoor algae growers and allows industrial emitters to abate and ultimately recycle CO₂. Pond is currently selling micro-algae derived antioxidant astaxanthin under its Regenurex brand. As micro-algae are becoming increasingly important in pharmaceuticals and cosmetics, nutraceuticals, human nutrition, aquafarming, 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 antibodies and proteins.

Forward-Looking Statements:

This press release contains forward‐looking statements within the meaning of applicable securities laws, including statements regarding anticipated closings under the Private Placement and the use of proceeds therefrom, and anticipated future business opportunities and operations. Such forward‐looking statements are based on certain key expectations and assumptions made by Pond, including, among others, assumptions regarding Pond's ability to successfully close additional subscriptions under the Private Placement, obtaining TSXV final acceptance of the Private Placement, continued commercialization of Pond's technology, the successful negotiation of supply and commercial agreements on terms acceptable to Pond, the continued legislative (including tax) regime in which Pond operates, availability of cost‐effective labour and supplies, the proper functioning of Pond's technology, the quality of the algae and recombinant proteins produced, the demand for Pond's products, the ability of Pond to successfully compete, cash flow and expenses, and obtaining and maintaining intellectual property protection. Although Pond believes that the expectations and assumptions on which such forward‐looking statements are based are reasonable, undue reliance should not be placed thereon and Pond can give no assurance that they will prove to be correct. By their nature, such forward‐looking statements are subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed, including the risks set forth in Pond's annual information form and management's discussion and analysis of financial condition and results of operations for its year ended December 31, 2020 and for the interim period ended September 30, 2021 available on Pond's profile on the SEDAR website at www.sedar.com.

Readers are cautioned not to place undue reliance on this forward‐looking information, which is given as of the date hereof, and to not use such forward‐looking information for anything other than its intended purpose. Pond does not undertake any obligation to update publicly or revise any forward‐looking information, whether as a result of new information, future events or otherwise, except as required by law.

Neither the 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 release.

For further information contact: Grant Smith, Chief Executive Officer, at g.smith@pondtech.com, 416-287-3835 ext. 201; or Cole Stevens at c.stevens@pondtech.com.

SOURCE: Pond Technologies Holdings Inc.