Pond Technologies Holdings — Capital/Financing Update 2022

Mar 30, 2022

FORM 51-102F3 Material Change Report

Item 1 Name and Address of Company

Pond Technologies Holdings Inc. (“ Pond ”) 250 Shields Court, Unit 8 Markham, Ontario L3R 9W2

Item 2 Date of Material Change

March 28, 2022

Item 3 News Release

On March 28, 2022, a news release in respect of the material change was disseminated on Pond’s SEDAR profile at www.sedar.com and through the Cision newswire service.

Item 4 Summary of Material Change

On March 2 and March 28, 2022, Pond closed, in two tranches, a non-brokered private placement offering (the “ Offering ”) of 8,920,000 common Shares of Pond (“ Shares ”) at a purchase price of $0.20 per Share for aggregate gross proceeds of $1,784,000.

Item 5 Full Description of Material Change

Item 5.1 Full Description of Material Change

On March 2 and March 28, 2022, Pond closed, in two tranches, the Offering of 8,920,000 Shares at a purchase price of $0.20 per Share for aggregate gross proceeds of $1,784,000.

The first tranche included subscriptions, either directly or indirectly, by certain Pond insiders for an aggregate amount of $210,000, led by Colmac Holdings Limited (an entity controlled by Mr. Robert McLeese, Chairman of Pond) and including Grant Smith, CEO and Thomas Masney, CFO.

The Shares issued pursuant to the Offering are subject to a statutory hold period which will expire July 3 or 29, 2022 depending on the applicable tranche under which they were issued.

Net proceeds of the Offering are expected to be used by Pond for general working capital purposes. The TSX Venture Exchange (“ TSXV ”) has conditionally accepted the Private Placement, requiring Pond to close all tranches under the Private Placement and to satisfy the TSXV’s final acceptance requirements by no later than April 1, 2022.

In connection with closing of the Offering, Pond paid an aggregate of $41,850.00 as cash commission to certain finders, representing 2.35% of the gross proceeds received under the Offering.

Item 5.2 Disclosure for Restructuring Transactions

Not applicable.

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Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

The executive officer of Pond who is knowledgeable about this material change and this report is Mr. Grant Smith, Chief Executive Officer.

Telephone: 416-287-3835 ext. 201.

Item 9 Date of Report

March 30, 2022