Pond Technologies Announces Settlement of Crystal Wealth Loan and Upsize of Private Placement to $8 Million Secured Convertible Debentures

MARKHAM, ON, Nov. 3, 2023 /CNW/ - Pond Technologies Holdings Inc. ("Pond") (TSXV: POND) (OTCQB: PNDHF) (FSE: 4O0), an ESG company addressing global sustainability challenges of wellness and climate change, is pleased to announce that, further to its press releases dated June 6, 2023 and October 2, 2023, pursuant to a settlement agreement dated October 5, 2023, between its subsidiary, Pond Technologies Inc., and Grant Thornton Limited, in its capacity as court-appointed receiver and manager of Crystal Wealth Management System Limited, Pond has now settled in full all of its obligations owing under the Crystal Wealth loan. The loan was settled on favourable terms by payment of $1.2 million, funded by a short-term advance provided to Pond from Colmac Holdings Limited (an entity controlled by Pond's Chairman, Mr. Robert McLeese). Such advance is intended to be repaid from the proceeds of Pond's previously announced private placement (the "Private Placement") of convertible debentures (the "Convertible Debentures"). 

Pond is pleased to announce that it has increased the size of its Private Placement to $8 million thanks to the receipt of subscriptions representing an oversubscription to its previously announced $5.25 million maximum. The Convertible Debentures bear interest at 12% per annum, are convertible into common shares of Pond ("Common Shares") at the option of the holders thereof at any time at a conversion price of $0.20 per share (the "Conversion Price"), and mature three (3) years from the date of issuance. In the event that, following closing, the daily volume weighted average trading price (or closing bid price on days when there are no trades) of the Common Shares on the TSX Venture Exchange ("TSXV") exceeds $0.40 per Common Share for 20 consecutive trading days (the "Triggering Event"), the Convertible Debentures (including the interest accrued thereon) shall be automatically converted into Common Shares on the effective date of the Triggering Event at the Conversion Price. The Convertible Debentures will now be secured obligations, secured against all of Pond Technologies Inc.'s present and after-acquired personal property, including all technology, patents, copyrights, inventions and other intellectual property.

The Private Placement has received TSXV conditional approval and closing is expected to occur by no later than mid-November.  

The net proceeds of the Private Placement are expected to be used by Pond for the repayment of the advance provided by Colmac and for working capital and general corporate purposes.

About Pond Technologies Holdings Inc.:

Located in Markham, Ontario, Pond Technologies has developed a proprietary system that can profitably transform CO2 into valuable 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/.

Forward-Looking Statements:

This press release contains forward–looking statements within the meaning of applicable securities laws, including statements regarding anticipated closing of the Private Placement and the use of proceeds therefrom, including the repayment of the advance from Colmac Holdings Limited. 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 subscriptions under the Private Placement, obtaining TSXV final acceptance of the Private Placement, continued commercialization of Pond's technology, the successful negotiation of licensing, supply and commercial agreements on terms acceptable to Pond, the continued legislative regime in which Pond operates, availability of cost–effective labour and supplies, the proper functioning of Pond's technology, the quality of the algae 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 management's discussion and analysis of financial condition and results of operations for its year ended December 31, 2022, and for the interim period ended June 30, 2023, 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) 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 Thomas Masney, Chief Financial Officer, at [email protected]