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

MARKHAM, ON / ACCESSWIRE / June 6, 2023 / 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.