Pond Technologies Holdings Inc. Announces Closing of Acquisition of Regenurex Health Corporation

CALGARY, Jan. 31, 2019 /CNW/ - Pond Technologies Holdings Inc. ("Pond") (TSX.V: POND) is pleased to announce that, further to its press releases dated August 27, 2018 and December 11, 2018, Pond has closed its acquisition of Regenurex Health Corporation ("Regenurex") effective January 30, 2019.

The acquisition was affected by way of an amalgamation of Regenurex and a wholly-owned subsidiary of Pond, Pond Naturals Inc. ("Pond Naturals"), with the resulting entity continuing under the name Pond Naturals. Pond Naturals brings together the previously announced acquisition of the distribution operations of RFI Canada with Regenurex's 10,000 square foot commercial astaxanthin production facility.  Dr. Curtis Braun, Pond Naturals CEO, and Grant Smith, President, bring over 50 years of experience in the manufacture, distribution, and sales of nutraceutical products.

Steve Martin, Pond CEO, commented, "The purchase of Astaxanthin manufacturer, Regenurex, marks a significant milestone in Pond's plan to build Pond Naturals into a vertically integrated manufacturer, distributor, and retailer of bulk and branded nutraceutical products. Leveraging Pond's technology will enable the rapid scaling of the Agassiz plant while the integration of Regenurex's natural extraction technology at future Astaxanthin facilities will provide a strong competitive advantage."

The transaction was concluded on the same terms as those announced in the press release dated December 11, 2018 and provides for the issuance of $5,000,000 in Pond shares ($0.80 per Pond share) and included a $500,000 injection of capital. 

As a result of the amalgamation, among other things:

• former holders of the Class A preferred shares of Regenurex received, in the aggregate, 3,539,198 non-voting senior preferred shares of Pond Naturals. The senior preferred shares are exchangeable at the election of the holders thereof until August 1, 2022, at which time they will be automatically exchanged, for an aggregate of 2,211,998 common shares in the capital of Pond ("Pond Shares"); and
  
  
• former holders of the common shares of Regenurex received, in the aggregate, 18,219,200 non-voting junior preferred shares of Pond Naturals. The junior preferred shares are exchangeable at the election of the holders thereof until August 1, 2022, at which time they will be automatically exchanged, for an aggregate of 4,038,002 Pond Shares (subject to a downward adjustment in the event any undisclosed liabilities of Regenurex over $50,000 are discovered within six months of closing).

As noted in the prior press releases, Pond Naturals will continue to operate as an eligible business corporation in the Province of British Columbia and, in connection with closing, Pond capitalized Pond Naturals with $500,000 (inclusive of funds paid by Pond to Regenurex prior to closing in respect of certain Astaxanthin pre-orders) to better position Pond Naturals to pursue its business objectives.

About Pond Naturals:

Pond Naturals will continue Regenurex's business of developing a line of products to help the body regenerate. The first product, astaxanthin, is naturally derived from algae and is a powerful antioxidant and anti-inflammatory.  Pond Naturals operates a 10,000 square foot algae production facility, in Agassiz, British Columbia, Canada.  Pond Naturals' astaxanthin is unique because they use a proprietary natural extraction process that is both sustainable and environmentally friendly. Pond Naturals sells algae, health food and supplement ingredients generated from Regenurex, third party producers such as RFI and in the future from new Pond facilities expected to come online in 2020.

About Pond Technologies Holdings Inc.:

Located in Markham Ontario, Pond is a technology company that provides profitable solutions to the global health and wellness challenges of pollution abatement and nutrition. Pond's proprietary growth platform optimizes key growth inputs in order to provide a controlled environment that maximizes the growth of algae and other organisms. It enables industrial emitters to generate new revenue streams from the transformation of waste CO2 to valuable algae-based products used as proteins for animal feed and nutraceutical products like Chlorella, Spirulina, and Astaxanthin for human consumption.

Forward‐looking Statements

This press release contains forward‐looking statements within the meaning of applicable securities laws, including statements regarding the expectation that Pond Naturals will continue as an eligible business corporation in the Province of British Columbia, expectations with respect to Pond Naturals' future business, and the expected timing for new Pond facilities coming online. Such forward‐looking statements are based on certain key expectations and assumptions made by Pond, including, among others, assumptions regarding the continued legislative (including tax) regime in which Pond and Pond Naturals operate, availability of cost-effective labour and supplies, the proper functioning of Pond's technology, the quality of the astaxanthin produced, cash flow and expenses, the successful negotiation of collaboration and marketing agreements, 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 three and nine months ended September 30, 2018, 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 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 TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved of the information contained herein.

View original content: www.pondtech.com

SOURCE Pond Technologies Holdings Inc.

Steve Martin, Chief Executive Officer, at [email protected], 416-287-3835 ext. 201; Chris Cory at [email protected], 416‐287‐3835 ext. 215