Mr. Grant Smith reports

POND TECHNOLOGIES HOLDINGS INC. ANNOUNCES SHARE EXCHANGE AGREEMENT TO ACQUIRE THE ZOO BAY MINERAL PROPERTY IN THE ATHABASCA BASIN, SASKATCHEWAN AND PLANNED TRANSITION TO THE CANADIAN SECURITIES EXCHANGE

Pond Technologies Holdings Inc. has entered into a share exchange agreement dated Aug. 18, 2026, with UraniumX Discovery Corp., pursuant to which Pond will, upon the satisfaction of certain conditions precedent described below, acquire from UraniumX and the subscribers in the concurrent financing (defined below) all of the issued and outstanding shares of UraniumX's wholly owned subsidiary 1477571 B.C. Ltd. (SubCo). SubCo currently holds a 100-per-cent interest in the Zoo Bay mineral property, located in the Athabasca basin, Saskatchewan. In connection with the acquisition, Pond intends to delist its common shares from the TSX Venture Exchange and to list the Pond shares on the Canadian Securities Exchange.

At the closing of the acquisition, Pond will acquire all of the issued and outstanding common shares of SubCo on the basis of one postconsolidation Pond share (as defined below) for each SubCo share outstanding. On closing, UraniumX will receive seven million postconsolidation Pond shares (as defined below) in exchange for its SubCo shares and a cash payment of $50,000 as consideration for the acquisition.

Following closing, over a period of 36 months, Pond will be required to satisfy certain deferred obligations, including making deferred cash payments totalling $300,000 to UraniumX, incurring an aggregate of $4.5-million in exploration expenditures on the property, and issuing an aggregate of 10 million additional postconsolidation Pond shares to UraniumX. The share exchange agreement also provides UraniumX with the option, in its sole discretion, to repurchase SubCo or the property for $1.00 should the company fail to satisfy all the deferred obligations. The property will be subject to a 2.0-per-cent net smelter returns royalty in favour of UraniumX, of which Pond will have the right to buy back 1 per cent for $1.5-million.

Conditions to closing

Closing of the acquisition and the other transactions contemplated by the share exchange agreement are subject to the satisfaction of a number of conditions precedent, including, among others: (i) conditional approval of the TSX-V respecting the delisting of the Pond shares from the TSX-V; (ii) conditional approval of the CSE respecting the listing of the Pond shares on the CSE and the transactions contemplated by the share exchange agreement; (iii) completion of the concurrent financing (as described below); (iv) completion of the debt settlement (as described below); (v) completion of a consolidation of the Pond shares on the basis of 80 preconsolidation Pond shares for each one postconsolidation Pond share; (vi) completion of a reorganization involving the disposition of Pond's existing subsidiaries, Pond Technologies Inc. and Pond Naturals Inc. in satisfaction of certain debts; and (vii) the reconstitution of Pond's board of directors (as described below).

Concurrent financing and debt settlement

Prior to the completion of the acquisition, it is anticipated that SubCo will complete a non-brokered private placement of units of SubCo at a price of 64 cents per unit for aggregate gross proceeds of not less than $1-million and not more than $2-million. Each unit will comprise one SubCo share and one common share purchase warrant, with each SubCo financing warrant entitling the holder thereof to acquire one additional SubCo share at an exercise price of 80 cents for a period of three years following the date of issuance.

Each subscriber in the concurrent financing will enter into a joinder agreement to the share exchange agreement pursuant to which, on the closing, each SubCo financing share will be exchanged for one postconsolidation Pond share. On the closing, each SubCo financing warrant, in accordance with its terms, will become exercisable for one postconsolidation Pond share in lieu of a SubCo share.

Additionally, the company intends to settle certain outstanding liabilities of Pond, including certain loans, in the approximate aggregate amount of $2.6-million through the issuance of post-consolidation Pond shares at a deemed price of 64 cents per postconsolidation Pond share.

Board and management changes

In connection with the acquisition and the other transactions contemplated by the share exchange agreement, Pond's board of directors and management are expected to be reconstituted at closing. Brief biographies of the proposed incoming directors and management are set out below:

Noah Komavli, PEng (chief executive officer) -- Mr. Komavli has experience in industrial engineering, capital markets, corporate communications and project management. A University of Toronto graduate focused on information systems, he has optimized operations, co-founded software start-ups and led strategic initiatives. He has invested in the resource and exploration sector for nearly a decade.

Marc Momeni (chief financial officer) -- Mr. Momeni is a capital markets and fintech professional with more than 10 years of experience in financial services and banking. He has built and managed teams and large-scale programs, scaled multiple fintech ventures, and served as a consultant and officer to numerous public and private companies in capital markets, fintech and adjacent technology sectors. He has been responsible for raising millions of dollars and maintains global relationships with capital markets executives, institutional investors and fintech operators.

Navin Kumar Varshney (director) -- Mr. Varshney brings more than 40 years of experience in capital markets, corporate development and venture financing. He has held president, CEO and CFO roles at multiple Toronto Stock Exchange-listed companies, and specializes in scaling and financing venture capital companies in the technology and resource sectors.

Grant Smith (director) -- Mr. Smith is currently a director and chief executive officer of Pond.

Sonia Parsons, PGeo (director) -- Ms. Parsons has more than five years of technical and operational experience in Canadian mineral exploration and mining, with experience spanning grassroots to advanced-stage programs in Northern Saskatchewan, Northern Manitoba and British Columbia's Golden Triangle. Most recently, she has been with Hudbay Minerals Inc. at the Lalor mine, where she has been responsible for diamond drilling co-ordination, schedulling and operational planning. Her experience includes drill program execution, field operations, mine development and project execution in remote northern environments.

Shareholder meeting and management information circular

The company intends to call a meeting of its shareholders to consider, and if deemed advisable, approve the share exchange agreement and the acquisition, the consolidation, the delisting of the Pond shares from the TSX-V and related matters. A management information circular providing further details regarding the share exchange agreement, the acquisition, and the other matters to be considered at the meeting will be prepared and mailed to shareholders of the company in due course.

A copy of the share exchange agreement will be available under the company's SEDAR+ profile.

The acquisition and the other transactions contemplated by the share exchange agreement represent Pond's entry into the mineral exploration business, with a focus on the property in the Athabasca basin, a globally significant uranium and mineral-rich region of Saskatchewan.

About Pond Technologies Holdings Inc.

Located in Markham, Ont., Pond is a technology leader in controlled environment cultivation of microalgae. In over 10 years of R&D (research and development), Pond has developed a robust disruptive technology platform based on artificial intelligence, proprietary LED lights and patented CO2-Management. The use of concentrated CO2 (carbon dioxide) 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 microalgae 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 continuing licence fees and royalties. 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 anti-bodies and proteins.

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