VANCOUVER, BRITISH COLUMBIA, April 27, 2026 – TheNewswire – Pond Technologies Holdings Inc. (TSXV: POND) (the “Company”) is pleased to announce that it has entered into a non-binding letter of intent (the “LOI”) dated April 27, 2026, with UraniumX Discovery Corp. (“UraniumX”), a publicly listed arm's length British Columbia incorporated company headquartered in Vancouver, British Columbia and trading on the Canadian Securities Exchange (CSE: STMN). UraniumX principal business is the acquisition, exploration and development of uranium resource properties. Pursuant to the LOI, the Company will have an option to acquire a 100% interest in the Zoo Bay Mineral Property (the “Property”), located in the Athabasca basin in Saskatchewan (the “Transaction”) from a wholly owned subsidiary of UraniumX.  In connection with the Transaction, the Company intends to complete a non-brokered private placement to raise gross proceeds of up to $1,000,000 (the “Concurrent Financing”). The LOI is to be superseded by a definitive agreement (the “Definitive Agreement”) to be signed in due course.

The Transaction is subject to the approval of the TSX Venture Exchange (the “TSXV”) and is intended to constitute a change of business and reverse takeover of the Company as defined in TSXV Policy 5.2 – Change of Business and Reverse Takeovers. The resulting company that will result from the completion of the Transaction (thereafter referred to as the “Resulting Issuer”) will be renamed to a name as agreed to by the board of directors of the Company (the “Name Change”). Subject to TSXV approval, the common shares of the Resulting Issuer will trade on the TSXV under a new trading symbol to be determined by the board of directors and the Resulting Issuer will seek to be listed as a Tier 2 mining issuer.

The Transaction is an Arm’s Length Transaction (as such term is defined in TSXV Policy 1.1 – Interpretation) and, in connection with the announcement of the Transaction, trading in the common shares of the Company (the “Pond Shares”) will remain halted until the closing (the “Closing”) of the Transaction and the Concurrent Financing. The Company anticipates that the Closing will occur sometime in Q3, 2026.

About UraniumX and the Zoo Bay Property

UraniumX is a Canadian based uranium exploration company focused on advancing high potential assets in Saskatchewan’s Athabasca Basin, one of the world’s premier uranium districts. The UraniumX’s portfolio includes the Murphy Lake, Zoo Bay, and NeoCore uranium properties, strategically positioned along the eastern margin of the Basin near established infrastructure and high-grade deposits. UraniumX’s exploration programs integrate geophysics, drilling, and academic research collaborations to enhance target generation and discovery potential. Information relating to UraniumX can be found at www.uraniumx.ca and on UraniumX SEDAR+ profile at www.sedarplus.ca.

The Property comprises approximately 19,850 hectares located in the northeastern portion of the Athabasca Basin, Saskatchewan, approximately 60 kilometres north of McClean Lake Operation operated by Orano Canada and Rabbit Lake Mine historically operated by Cameco Corporation. The Property is situated adjacent to mineral claims held by Orano Canada and CanAlaska Uranium Ltd. (TSXV: CVV). The Property straddles the Athabasca sandstone basin, with the depth to the sub-Athabasca unconformity interpreted to range from surface to approximately 200 metres.

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Exploration within the Property consists primarily of historical airborne geophysical surveys and minor prospecting programs. Historical work includes five drill holes completed in the general area in 1979 by Getty Minerals (SGS Report 74I16-0010). More recent exploration consists of airborne geophysical surveys, including radiometric, electromagnetic (EM), and magnetic surveys completed by Fission Energy Corp. in 2008 (SGS Report 64L13-0021) and 2011 (SGS Report 64L13-0024), including a 3,339 line-kilometre high-resolution magnetic survey flown in 2011, which forms the basis for current geological interpretation.

UraniumX acquired the Property in 2025 and UraniumX is currently in the process of running a ground gravity survey on the Property which consists of approximately 2,500 stations on a 200m x 100m grid over an area deemed to be the most promising for a uranium deposit (Figure 1). Infill stations will be taken in areas of interest defined by the larger survey to better define drill targets.

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It is contemplated that the Transaction will be implemented by way of an option agreement (the “Option Agreement”) with the Company, UraniumX and 1477571 B.C. Ltd. (a wholly owned subsidiary of UraniumX), pursuant to which the Company may acquire up to a 100% interest in the Property. Under the terms of the LOI, the Company may earn its interest by issuing an aggregate of 16,000,000 Pond Shares of the Company and making aggregate cash payments of $350,000 over a three-year period, as well as incurring an aggregate of $4,500,000 in exploration expenditures on the Property. In order to earn its interest, the Company will issue 7,000,000 Pond Shares and pay $50,000 upon completion of the Concurrent Financing, and incur a minimum of $1,000,000 in exploration expenditures within the first year, followed by the issuance of an additional 5,000,000 Pond Shares, a $100,000 cash payment, and $1,500,000 in exploration expenditures on or before the second anniversary, and a further issuance of 5,000,000 Pond Shares, a $200,000 cash payment, and $2,000,000 in exploration expenditures on or before the third anniversary. UraniumX will act as operator of the Property during the option period and will be responsible for conducting all exploration activities. In connection with the Transaction, UraniumX will prepare a National Instrument 43-101 - Standards of Disclosure for Mineral Projects technical report in respect of the Property, with the costs thereof to be borne by the Company and subject to recoupment following completion of the Concurrent Financing.

Completion of the Transaction is expected to result in UraniumX becoming a “Control Person” of the Company, as such term is defined in the policies of the TSXV. Accordingly, the Transaction, including the creation of the new Control Person, will be subject to the approval of the shareholders of the Company, in accordance with the policies of the TSXV.

The Concurrent Financing

In connection with the Transaction, the Company will undertake the Concurrent Financing consisting of a non-brokered private placement of units of the Company (each, a “Unit”) at a price of $0.64, or such other minimum price as required by the TSXV, per Unit to raise aggregate gross proceeds of up to a minimum of $1,000,000 and a maximum of $2,000,000. Each Unit shall be comprised of one Pond Share and one warrant to purchase one Pond Share (each, a “Pond Warrant”) with each Pond Warrant entitling the holder thereof to acquire one additional Pond Share at an exercise price of $0.80 for a period of three years. Finders’ fees may be payable in connection with the Concurrent Financing.

The Units issued in connection with the Concurrent Financing, and the securities underlying such Units, are expected to be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities laws, including National Instrument 45-102 – Resale of Securities, and any applicable TSXV hold periods.

Debt Settlement

In connection with the Transaction, the Company intends to settle certain outstanding liabilities, including certain loans, in the approximate aggregate amount of $2,600,000, through the issuance of Pond Shares at a deemed price of $0.64 per Share (the “Debt Settlement”). The Debt Settlement is subject to the approval of the TSXV.  

The Pond Shares issued in connection with the Concurrent Financing, are expected to be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities laws, including National Instrument 45-102 – Resale of Securities, and any applicable TSXV hold periods.

Change of Officers and Directors

Upon the completion of the Transaction and subject to prior acceptance by the TSXV, it is expected that the Company’s board of directors and officers will be restructured. The details of the board of directors and management restructuring will be disclosed in a subsequent press release.

Closing Conditions

Closing is subject to the satisfaction of various conditions standard for a transaction of this nature, including but not limited to:

• the entering into of the Definitive Agreement; 

• the Company and UraniumX obtaining all necessary consents, orders and regulatory approvals, including the conditional approval of the TSXV, for the Transaction, the Concurrent Financing, the Debt Settlement and the creation of UraniumX as a “Control Person”;  

• the completion of the Concurrent Financing;  

• the settlement of any outstanding liabilities of the Company;  

• the closing of the Debt Settlement; and  

• approval of the Transaction by the shareholders of the Company, if required by applicable corporate law and the policies of the TSXV, as applicable.  

Assuming the completion of the Transaction as well as the Concurrent Financing and Debt Settlement, approximately 12,858,364  common shares of the Resulting Issuer (each, a “Resulting Issuer Share”) are expected to be issued and outstanding on the Closing, of which approximately 54.4% of the Resulting Issuer Shares will be held by UraniumX, approximately 8.3% of the Resulting Issuer Shares will be held by existing shareholders of the Company, approximately a minimum of 12% of the Resulting Issuer Shares will be held by the subscribers under the Concurrent Financing and approximately 25.3% of the Resulting Issuer Shares will be held by new shareholders created in connection with the Debt Settlement. Additional information regarding any 10% or greater shareholders of the Resulting Issuer will be set out in a management information circular to be prepared by the parties in accordance with the policies of the TSXV.

There is no guarantee that a Definitive Agreement will be entered into in connection with the Transaction.

Additional Information

All information contained in this news release with respect to the Company and UraniumX was supplied, for inclusion herein, by each respective party and each party and its directors and officers have relied on the other party for any information concerning such other party.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.

Qualified Person

The technical information in this news release has been reviewed and approved by Ken Wheatley, P.Geo., an independent consultant of the Company and a Qualified Person as defined under National Instrument 43-101 - Standards of Disclosure for Mineral Projects.

About Pond

Located in Markham, Ontario, Pond is a technology leader in the development of Photobioreactors for the cultivation of microalgae. In over ten years of R&D, Pond has developed proprietary IP around a robust disruptive technology platform based on artificial intelligence, 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, Organic Spirulina and the world’s most potent antioxidant Astaxanthin, under its Regenurex brand (https://www.regenurex.com).

For more information, please visit https://www.pondtech.com/.

ON BEHALF OF THE BOARD OF DIRECTORS

Grant Smith, Chief Executive Officer

g.smith@pondtech.com

416-287-3835 ext. 201

Forward Looking Statements

Certain statements in this news release are forward-looking statements, which reflect the expectations of management regarding the Company’s completion of the Transaction and related transactions. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future, including but not limited to, the Company and UraniumX entering into the Option Agreement and/or the Definitive Agreement, the Company and UraniumX completing the Transaction, the completion of the Concurrent Financing, the completion of the Debt Settlement, the conditions to be satisfied for completion of the Transaction, completion of each of the Name Change, the name and business carried on by the Resulting Issuer, the reliance on a prospectus exemption for the issuance of the Pond Shares to be issued in connection with the Transaction, and obtaining a waiver from the TSXV sponsorship requirements. Such statements are subject to assumptions, risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including risks related to factors beyond the control of the Company. The risks include the following: the requisite corporate and shareholders approvals of the directors and shareholders of the Company or UraniumX, as applicable, may not be obtained; the Company may be unable to close the Concurrent Financing or Debt Settlement in full or in part; the TSXV may not approve the Transaction; that the parties may be unable to satisfy the closing conditions in accordance with the terms and conditions of the Definitive Agreement; and other risks that are customary to transactions of this nature. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. The reader is cautioned not to place undue reliance of any forward-looking statements. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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