An anonymous director reports

POND TECHNOLOGIES ANNOUNCES SETTLEMENT OF CRYSTAL WEALTH LOAN AND UPSIZE OF PRIVATE PLACEMENT TO $8 MILLION SECURED CONVERTIBLE DEBENTURES

Pond Technologies Holdings Inc., further to its press releases dated June 6, 2023, and Oct. 2, 2023, pursuant to a settlement agreement dated Oct. 5, 2023, between its subsidiary, Pond Technologies Inc., and Grant Thornton Ltd., in its capacity as court-appointed receiver and manager of Crystal Wealth Management System Ltd., 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, financed by a short-term advance provided to Pond from Colmac Holdings Ltd. (an entity controlled by Pond's chairman, Robert McLeese). Such advance is intended to be repaid from the proceeds of Pond's previously announced private placement of 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 cent per annum, are convertible into common shares of Pond at the option of the holders thereof at any time 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 (TSX-V) 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 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 TSX-V 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, 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.