Pond Technologies Holdings Inc. ("Pond") (TSX.V:POND)(OTCQB:PNDHF)(FSE:400), an ESG company addressing global sustainability challenges of wellness and climate change, is pleased to announce it has engaged Corton Capital Inc. ("Corton") in respect of a private placement (the "Private Placement") of up to an aggregate of $5,250,000 in principal amount of convertible debentures of Pond (the "Convertible Debentures").

The Convertible Debentures bear interest at 12% per annum, are convertible into common shares of Pond ("Common Shares") at the option of the holders thereof at any time after 30 trading days from the date of placement, at a conversion price of $0.20 per share (the "Conversion Price"), and mature three (3) 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 ("TSXV") exceeds $0.40 per Common Share for 20 consecutive trading days (the "Triggering Event"), 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 TSXV, 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 (4) 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% 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% of the gross proceeds raised under the Private Placement, each such warrant having an exercise price of $0.20 per share and expiring three (3) 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 Limited, in its capacity as court-appointed receiver and manager of Crystal Wealth Management System Limited, 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 September 30, 2023, and the date of closing at least $3 million under the Private Placement.

Thomas Masney, Pond CFO, 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, Ontario, Pond Technologies has developed a proprietary system that can profitably transform CO2 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.

For more information, please visit https://www.pondtech.com/.

Forward-Looking Statements:

This press release contains forward‐looking statements within the meaning of applicable securities laws, including statements regarding anticipated closing of the Private Placement and the use of proceeds therefrom, and the repayment of its loan with Grant Thornton. 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 subscriptions under the Private Placement, obtaining TSXV acceptance of the Private Placement, compliance with its loan obligations, 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 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 management's discussion and analysis of financial condition and results of operations for its year ended December 31, 2022, and for the interim period ended March 31, 2023, 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.

For further information contact: Grant Smith, Chief Executive Officer, at This email address is being protected from spambots. You need JavaScript enabled to view it., 416-287-3835 ext. 201; or Thomas Masney at This email address is being protected from spambots. You need JavaScript enabled to view it..