MARKHAM,
ON, March 12, 2025 /CNW/ - Pond Technologies
Holdings Inc. ("Pond") (TSXV: POND) (OTCQB: PNDHF)
(FSE:4O0), an ESG company addressing global sustainability
challenges of wellness and climate change, today announced that its
Board of Directors (the "Board") has initiated a strategic
review process aimed at maximizing shareholder value. To support
this initiative, the Chairman of the Board, Rob McLeese, has provided funding under the
terms outlined below, and Pond has come to an agreement with
certain executive officers and a consultant to Pond to have certain
debt owing to them satisfied through the issuance of common shares
of Pond ("Shares").
Strategic Review
Details:
The strategic review process will involve a comprehensive
assessment of Pond's current strategic direction, operational
performance, market valuation, and capital structure. Pond will
evaluate a range of potential alternatives, which may include,
among other things, a corporate sale, a merger or other business
combination, strategic investment, joint ventures, asset
divestitures, continuation as a standalone public company or
privatization.
Grant Smith, Chief Executive
Officer of Pond, emphasized the importance of the strategic review,
stating, "This process is a proactive step to explore all available
opportunities that could enhance shareholder value. The Board and
management team are fully aligned in ensuring that we conduct a
rigorous and objective review of potential alternatives. Our
priority remains to act in the best interest of our shareholders
while continuing to execute our business strategy."
The Board has set a 90-day timeline to complete the process,
though there is no assurance that it will result in any specific
transaction or outcome. Pond remains fully committed to pursuing
the most effective path forward, with a focus on delivering
long-term value for shareholders. Pond will provide updates as
appropriate when further developments arise.
Funding Details:
The funding arrangement provides for the following:
- Colmac Holdings Limited ("Colmac") (an entity controlled
by Mr. Robert McLeese, who is
Chairman of Pond, and which entity currently owns or exercises
control or direction over 14,306,620 (approximately 18.3%) of the
issued and outstanding Shares on a non-diluted basis) has provided
a loan (the "Loan") in the aggregate amount of up to
$815,000 in several tranches to
Pond's wholly-owned subsidiary, Pond Technologies Inc., of which
$615,000 has been advanced as of the
date hereof.
- The Loan is unsecured, bears interest at 15% per annum, and
matures on June 1, 2028.
- As consideration for agreeing to be on standby to advance the
full aggregate principal amount of the Loan, Pond has agreed to
issue to Colmac up to 20,000,000 Share purchase warrants of Pond
("Warrants"), to be issued proportionately to the amount
advanced under the Loan, which vest on the date of issuance and are
exercisable for Shares at an exercise price of $0.05 per Share, expiring on June 1, 2028, provided that if the Loan is repaid
in whole or in part within one year of its term (and the Shares
were listed on the TSX Venture Exchange ("TSXV") on the date
of such payment), then the expiry date for that number of Warrants
that are proportionate to the amount so repaid shall be reduced to
the later of the date that is (a) one year from the issue date of
the Warrants and (b) 30 days from such reduction or repayment of
the Loan. 15,092,025 Warrants have been issued to Colmac as of the
date hereof. The Warrants also provide that they cannot be
exercised without prior Pond disinterested shareholder approval if
such exercise would cause Colmac to acquire more than 20% of the
Pond's issued and outstanding shares.
- In addition, on March 12, 2025
Pond awarded to Mr. McLeese 1,000,000 restricted share units
("RSUs") pursuant to Pond's existing omnibus incentive plan
(the "Plan"). The RSUs vest on June
1, 2025, and will then be settled in Shares in accordance
with the Plan.
- Proceeds of the Loan will be used for general working capital
purposes and to fund the expenses associated with the strategic
review process.
- The Loan and related issuance of the Warrants and RSUs are
related party transactions for the purposes of TSXV Policy 5.9 and
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions ("MI 61-101") but are
exempt from the valuation and majority of the minority shareholder
approval requirements thereunder pursuant to the exemptions found
in sections 5.5(b) (issuer not listed on specified markets) and
5.7(1)(e) (financial hardship) of MI 61-101, respectively.
- In considering the entering of the Loan arrangements, the
Board, with Mr. McLeese abstaining, unanimously determined that the
transaction is designed to improve the financial position of Pond
and is reasonable in the circumstances.
The Loan remains subject to TSXV acceptance.
Shares for Debt Details:
An aggregate of 7,500,000 Shares, issued at a price of
$0.01 per Share, will be issued to
satisfy an aggregate of $75,000 of
consulting fees and employment salary owing to a consultant and
certain executive officers of Pond. This arrangement enables Pond
to preserve cash and reflects the continued commitment to Pond by
its consultant and executive officers.
The issuance of the Shares remains subject to TSXV acceptance.
The Shares issued in satisfaction of such debt are expected to be
free-trading on the date of issuance.
About Pond Technologies Holdings
Inc.:
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 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
microalgae 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 microalgae to be used as a reproductive medium for the
expression of human anti-bodies and proteins.
For more information, please
visit https://www.pondtech.com/.
Forward-Looking
Statements:
This news release contains forward–looking statements within the
meaning of applicable securities laws, including statements
regarding the use of proceeds of the Loan and related strategic
review process and potential outcome thereof, and anticipated
approval by the TSXV of the transactions described herein. Such
forward–looking statements are based on certain key expectations
and assumptions made by Pond, including, among others, the
continued commercialization of Pond's technology, the successful
negotiation of strategic alternatives, satisfaction of the
requirements of the TSXV for its approval of the transactions
described herein, continued 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, 2023, and for the interim period
ended September 30, 2024, available
on Pond's profile on the SEDAR+ website at www.sedarplus.ca
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) accepts
responsibility for the adequacy or accuracy of this
release.
SOURCE Pond Technologies Holdings Inc.