Commercial Validation of Technology Achieved in 2021

MARKHAM, ON, May 3, 2022 – Pond Technologies Holdings Inc. (TSXV:POND)(OTCQB:PNDHF)(FSE: 4O0) (the “Corporation” or “Pond”) announces the filing of the audited consolidated financial statements of the Corporation for the twelve months ended December 31, 2021 and the related management’s discussion and analysis have been filed and are available for review on the SEDAR website at www.sedar.com or on the Corporation’s website at www.pondtech.com.

FY21 Highlights (in $000s)

• Commercial Validation of Pond Technologies Holdings Inc. (TSXV:POND)(OTCQB:PNDHF)(FSE: 4O0) through Carbon and Biotech divisions – September 2021 was a turning point for Pond Carbon, as it signed two significant licensing and supply agreements to adopt Pond’s technology. The first agreement was a technology access agreement signed with a North American Fortune 500 Company to earn up to $1,000 in milestone payments to grow Covid-19 antigens. The second validation occurred with the signing of a licensing agreement and an engineering, procurement, and construction agreement with Livalta with a combined estimated value over $5,000 for the world’s first scalable production of algae from carbon emissions aimed to revolutionize protein in animal feed. Livalta, is a division of AB Agri Ltd., a UK company, and a subsidiary of Associated British Foods.
• Revenue Increase – Group revenue for 2021 totaled $5,133 (2020: $4,800) an increase of $333. The increase 7% is primarily a result of an increase in technology licensing revenue. The nature of the contracts signed and resulting revenue in the Pond Carbon and Biotech divisions will significantly vary quarter to quarter as the Corporation works through its sales pipeline and fulfills contractual milestones.
• Improvement in Margin – Group margin (revenue less costs of revenue and expenses) for the year 2021 was $1,440 (28%) (2020: $970 (20%)). The improvement of $470 in margin is primarily attributable to licensing fees which to date, had lower costs to complete milestones vs other revenue items.
• Decrease in Net Loss and Comprehensive Loss – The twelve months net loss and comprehensive loss of $5,074 (2020: $6,616) was $1,542 lower as compared to year end 2020. The decrease was primarily due to a net gain in 2021 of $268 from discontinued operations vs a net loss of $2,470 in 2020

Subsequent Events

On April 28, 2022, Pond announced it has entered into a research agreement with BioCarbN Inc. and its development partner Cross River Infrastructure Partners LLC, along with Livalta/AB Agri, a subsidiary of Associated British Foods (LSE:ABF), and a second major agri-business, to identify strains of algae that could prove beneficial in reducing enteric methane emissions from cattle when included into animal feed.

On March 28, 2022, Pond Technologies Holdings Inc. (TSXV:POND)(OTCQB:PNDHF)(FSE: 4O0) announced the closing of the second tranche of a non-brokered private placement of 3,420,000 common shares of Pond at a purchase price of $0.20 per common share for aggregate gross proceeds of $684,000. On March 3, 2022, Pond Technologies Holdings Inc. (TSXV:POND)(OTCQB:PNDHF)(FSE: 4O0) announced the closing of the first tranche of the private placement of 5,500,000 common shares at a purchase price of $0.20 per common share for aggregate gross proceeds of $1,100,000. No warrants were issued pursuant to the Private Placement.

On February 23, 2022, Pond Technologies Holdings Inc. (TSXV:POND)(OTCQB:PNDHF)(FSE: 4O0) announced it has officially launched Pond Carbon to be the go forward brand during its commercialization efforts. Pond Carbon will be engaged in the sale and licensing of its CO2 abatement technology to project developers, funders, engineering companies, and others in partnership with industrial emitters. Pond Technologies Holdings Inc. (TSXV:POND)(OTCQB:PNDHF)(FSE: 4O0) has developed a proprietary system that can profitably transform CO2 into valuable products. In large vessels (bioreactors), Pond Carbon grows algae which absorb greenhouse gas emissions, transforming these into valuable food, feed, and nutraceutical ingredients.

Management Commentary

Grant Smith President & CEO Pond Technologies Holdings Inc. (TSXV:POND)(OTCQB:PNDHF)(FSE: 4O0) commented: “2021 represented an inflection point for Pond, as we move towards sustained commercialization of our technology with a focus on consistent revenue generation and widespread adoption through various industry applications. We are pleased with the revenue growth in 2021, as well as the improving margins, and a narrowing operating loss. 2021 was highlighted by the validation of our technology by two multi-billion-dollar international companies and we are extremely excited for what the future holds as we execute on our growing sales pipeline.”

About Pond Technologies Holdings Inc.:

Located in Markham, Ontario, Pond Technologies Holdings Inc. (TSXV:POND)(OTCQB:PNDHF)(FSE: 4O0) 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 Technologies Holdings Inc. (TSXV:POND)(OTCQB:PNDHF)(FSE: 4O0) recently added a Biotech division focused on the growth of unique strains of micro-algae 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 press release contains forward‐looking statements within the meaning of applicable securities laws, including statements regarding anticipated receipt of milestone payments, the identification of algae strains to reduce enteric methane emissions from cattle, and the continued commercialization of Pond’s technology. Such forward‐looking statements are based on certain key expectations and assumptions made by Pond, including, among others, assumptions regarding the continued legislative regime in which Pond Technologies Holdings Inc. (TSXV:POND)(OTCQB:PNDHF)(FSE: 4O0) operates, availability of cost‐effective labour and supplies, the proper functioning of Pond Technologies Holdings Inc.’s (TSXV:POND)(OTCQB:PNDHF)(FSE: 4O0) technology, the quality of the algae produced, the demand for Pond Technologies Holdings Inc.’s (TSXV:POND)(OTCQB:PNDHF)(FSE: 4O0) technology, 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 its 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 30, 2021, available on Pond’s profile on SEDAR 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 Technologies Holdings Inc. (TSXV:POND)(OTCQB:PNDHF)(FSE: 4O0) 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.