Pond Technologies Holdings Inc. ("Pond") (TSXV: POND) (OTCQB: PNDHF) (FSE: 400), an ESG company addressing global sustainability challenges of wellness and climate change, today announced a non-brokered private placement ("Private Placement") of up to 17,857,143 common shares of Pond ("Common Shares") at a purchase price of $0.07 per Common Share for aggregate gross proceeds of up to $1,250,000. No warrants are being issued pursuant to the Private Placement, and the Private Placement may be completed in one or more tranches.

The first tranche of the Private Placement closed today with the issuance of 5,299,999 Common Shares for gross proceeds of $371,000, of which 1,785,714 Common Shares ($125,000) was subscribed for by Colmac Holdings Limited (an entity controlled by Mr. Robert McLeese, a director of Pond). The Common Shares are subject to a statutory hold period expiring four months and a day from the date of issuance.

The Private Placement has received conditional approval from the TSX Venture Exchange. Net proceeds of the Private Placement will be used by Pond for general working capital purposes.

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 is relying 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.

In addition, the Board of Directors of Pond has approved the granting of 3,350,000 restrictive share units to executive officers, and employee of Pond pursuant to its omnibus incentive plan.

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.

This press release contains forward–looking statements within the meaning of applicable securities laws, including statements regarding anticipated closings under the Private Placement and the use of proceeds therefrom, and anticipated future business opportunities and operations. 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 additional 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 and recombinant proteins 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 annual information form and management's discussion and analysis of financial condition and results of operations for its year ended December 31, 2021, and for the interim period ended September 30, 2022, 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.