Pond Technologies Holdings — Capital/Financing Update 2021

May 27, 2021

Pond Technologies Holdings Inc. Announces Proposed Extension of Expiry Date of Certain Warrants

Markham, Ontario , May 25, 2021 - Pond Technologies Holdings Inc. (the “ Corporation ” or “ Pond ”) (TSX.V: POND), (OTCQB: PNDHF) an ESG company addressing global sustainability challenges of climate change and nutrition, announces its intention to amend the expiry date of an aggregate of 2,742,504 common share purchase warrants (“ Warrants ”) that were issued originally issued pursuant to a private placement of units that closed on June 11, 2019 and June 14, 2019 and that have an exercise price of $1.00 per share.

The Warrants currently expire on the earlier of (i) 30 days after the date on which the Corporation gives notice to the holders of the Warrants after the common shares have traded at a closing price of greater than $1.25 per common share for 10 consecutive trading days on the TSXV and (ii) the date that is two years after the date that the Warrants are issued. The amendment would extend the outside expiry date in clause (ii) above to December 15, 2021.

The Warrants subject to the proposed amendment do not include Warrants issued to agents, brokers or finders and the amendment remains subject to acceptance by the TSX Venture Exchange.

About Pond Technologies Holdings Inc.:

Located in Markham, Ontario, Pond is a technology company that provides profitable solutions to the global health and wellness challenges of climate change and nutrition. Pond's proprietary growth platform, including patented advanced photonics, optimizes key growth inputs in order to provide a controlled environment that maximizes the growth of algae and other organisms. This enables industrial emitters to generate new revenue streams from the transformation of underutilized CO2 to valuable algae-based products, such as protein for animal feed and nutraceutical products like Chlorella, Spirulina, and Astaxanthin for human consumption. For more information visit https://www.pondtech.com/.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

For further information contact: Grant Smith, Chief Executive Officer, at g.smith@pondtech.com, 416-287-3835 ext. 201; or Cole Stevens at c.stevens@pondtech.com