Mr. Thomas Masney reports

POND TECHNOLOGIES ANNOUNCES THE ENGAGEMENT OF CORTON CAPITAL TO ASSIST WITH A PRIVATE PLACEMENT OF UP TO $5.25 MILLION CONVERTIBLE DEBENTURES AND EXTENSION OF CRYSTAL WEALTH LOAN

Pond Technologies Holdings Inc. has engaged Corton Capital Inc. in respect of a private placement of up to an aggregate of $5.25-million in principal amount of convertible debentures of Pond.

The convertible debentures bear interest at 12 per cent per annum, are convertible into common shares of Pond at the option of the holders thereof at any time after 30 trading days from the date of placement, at a conversion price of 20 cents per share, and mature three 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 exceeds 40 cents per common share for 20 consecutive trading days, 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 be senior unsecured obligations of Pond and will rank senior to any other existing and future subordinated unsecured indebtedness of Pond. The private placement is subject to customary closing conditions, including the approval of the TSX-V, and is anticipated to close on or about June 30, 2023. The convertible debentures, and any common shares issued upon conversion, will be subject to a statutory hold period expiring four months and a day from the date of issuance of the convertible debentures.

The net proceeds of the private placement are expected to be used by Pond for the repayment of debt and for working capital and general corporate purposes.

In connection with closing of the private placement, Pond has agreed, subject to certain exceptions, to pay Corton a fee equal to up to 6 per cent of the gross proceeds raised under the private placement and to issue to Corton that number of common share purchase warrants of Pond that is equal to up to 6 per cent of the gross proceeds raised under the private placement, each such warrant having an exercise price of 20 cents per share and expiring three years from the date of issuance.

In addition to the private placement, and further to the prior release dated March 25, 2021, Pond announces that it has entered into an agreement with Grant Thornton Ltd., in its capacity as court-appointed receiver and manager of Crystal Wealth Management System Ltd., to further amend certain terms relating to Pond's obligations under its existing loan arrangements with Grant Thornton.

The agreement provides for, among other things, the postponement of all interest and principal payments until the earlier of Sept. 30, 2023, and the date of closing at least $3-million under the private placement.

Thomas Masney, Pond chief financial officer, commented: "Pond is very pleased with the amendments as it will assist in stabilizing our debt servicing expenses during the current expansion phase of its business plan. By taking these careful measures, we may greatly increase our financial runway, lower our short-term debt obligations, and increase the flexibility of our balance sheet. We look forward to keeping our shareholders updated as appropriate."

About Pond Technologies Holdings Inc.

Located in Markham, Ont., Pond Technologies has developed a proprietary system that can profitably transform carbon dioxide 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.

We seek Safe Harbor.