Pond Technologies Holdings Inc. Acquires Mineral Property, Plans Exchange Listing

Markham, Ontario — August 19, 2026 — Leads & Copy — Pond Technologies Holdings Inc. is set to acquire a 100% interest in the Zoo Bay Mineral Property located in the Athabasca Basin, Saskatchewan, through a share exchange agreement with UraniumX Discovery Corp. This strategic move marks Pond's entry into the mineral exploration sector, with a specific focus on a region known for its uranium and mineral richness.

The acquisition will be conducted via the purchase of all issued and outstanding shares of SubCo, UraniumX's wholly-owned subsidiary, which currently holds the mineral property. Pond plans to delist its shares from the TSX Venture Exchange (TSXV) and subsequently list them on the Canadian Securities Exchange (CSE).

Upon completion of the acquisition, UraniumX will receive 7,000,000 post-consolidation Pond Shares and a cash payment of $50,000 for its stake in SubCo. Pond will also undertake deferred obligations over 36 months, including $300,000 in deferred cash payments to UraniumX, $4,500,000 in exploration expenditures on the property, and the issuance of an additional 10,000,000 post-consolidation Pond Shares to UraniumX.

UraniumX retains a repurchase right for SubCo or the property for $1.00 if Pond fails to meet these deferred obligations. Furthermore, UraniumX will be entitled to a 2.0% net smelter returns royalty on the property, with an option for Pond to buy back 1% for $1,500,000.

Several conditions precedent must be met before the closing of the acquisition. These include conditional approval from the TSXV for delisting and from the CSE for listing, the successful completion of a concurrent financing, a debt settlement, a consolidation of Pond's shares (80 pre-consolidation shares for one post-consolidation share), a reorganization of Pond's existing subsidiaries to satisfy certain debts, and the reconstitution of Pond's board of directors.

Prior to the acquisition, SubCo is expected to complete a non-brokered private placement of units, raising between $1,000,000 and $2,000,000 at $0.64 per unit. Each unit will consist of a SubCo Share and a warrant exercisable for an additional SubCo Share. Upon closing, these SubCo Financing Shares will be exchanged for post-consolidation Pond Shares, and the warrants will become exercisable for post-consolidation Pond Shares.

Additionally, Pond intends to settle approximately $2,600,000 in outstanding liabilities through the issuance of post-consolidation Pond Shares valued at $0.64 per share.

Significant changes to Pond's board and management are anticipated at closing. The proposed new leadership includes Noah Komavli as CEO, with experience in industrial engineering and project management; Marc Momeni as CFO, a fintech and capital markets professional; Navin Kumar Varshney as Director, bringing over 40 years of capital markets experience; Grant Smith continuing as Director and current CEO; and Sonia Parsons as Director, contributing mineral exploration and mining experience in Saskatchewan.

Pond will convene a shareholder meeting to seek approval for the share exchange agreement, acquisition, share consolidation, and delisting from the TSXV. A management information circular with further details will be distributed to shareholders.

Pond Technologies Holdings Inc. is recognized for its technological advancements in controlled environment microalgae cultivation, utilizing AI, proprietary LEDs, and CO2 management. The company currently offers microalgae-derived antioxidant astaxanthin under the Regenurex brand and is licensing its technology for various applications. The company has also established a Biotech division focused on cultivating unique micro-algae strains for pharmaceutical purposes.

Source: Pond Technologies Holdings Inc.