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

MARKHAM, ON, Nov. 16, 2022 /CNW/ - 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.

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