Pond Technologies Announces Closing of Non-Brokered Private Placement at Premium to Market Price and Initiation of New Non-Brokered Private Placement at the Market Price

MARKHAM, ON, Nov. 1, 2022 /CNW/ - Further to its press release dated October 25, 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 that upon further discussions with potential investors, it has closed its non-brokered private placement (the "Current Private Placement") at a premium to market price announced on September 6, 2022 with no further subscriptions. Accordingly, as previously disclosed on September 28, 2022 the Current Private Placement has been completed in the aggregate amount of 2,006,667 common shares of Pond ("Common Shares") at a purchase price of $0.15 per Common Share for aggregate gross proceeds of $301,000.00. The Common Shares issued pursuant to the Current Private Placement are subject to a statutory hold period expiring January 28, 2022. The Current Private Placement included a subscription by O'Connor Holdings Limited (an entity controlled by Mr. Dan O'Connor, Chief Operating Officer of Pond) for 1,666,667 Common Shares at an aggregate subscription amount of $250,000.00. 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.

In addition, Pond is initiating a new non-brokered private placement ("New Private Placement") of up to 3,750,000 Common Shares at a purchase price of $0.12 per Common Share for aggregate gross proceeds of up to $450,000.00. The purchase price is equal to the closing trading price of the Common Shares on the TSX Venture Exchange ("TSXV") on October 31, 2022. No warrants are being issued pursuant to the New Private Placement.

The New Private Placement is subject to customary closing conditions, including the approval of the TSXV. Net proceeds of the New Private Placement will be used by Pond for general working capital purposes.

Insiders of Pond may participate in the New Private Placement. Insider participation constitutes a "related party transaction" within the meaning of MI 61-101. Pond will rely on 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 to be purchased by insiders nor the fair market value of the consideration to be paid for by them will exceed 25% of Pond's market capitalization.

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.

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