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Markham, Ontario , August 19, 2026 – TheNewswire - Pond Technologies Holdings Inc. (“ Pond ” or the “ Company ”) (TSX.V: POND) is pleased to announce that it has entered into a share exchange agreement dated August 18, 2026 (the “ Share Exchange Agreement ”) with UraniumX Discovery Corp. (“ UraniumX ”), pursuant to which Pond will, upon the satisfaction of certain conditions precedent described below, acquire from UraniumX and the subscribers in the Concurrent Financing (defined below) all of the issued and outstanding shares of UraniumX’s wholly-owned subsidiary 1477571 B.C. Ltd. (“ SubCo ”) (the “ Acquisition ”). SubCo currently holds a 100% interest in the Zoo Bay Mineral Property (the “ Property ”), located in the Athabasca Basin, Saskatchewan. In connection with the Acquisition, Pond intends to delist its common shares (the “ Pond Shares ”) from the TSX Venture Exchange (the “ TSXV ”) and to list the Pond Shares on the Canadian Securities Exchange (the “ CSE ”).

At the closing of the Acquisition (“ Closing ”), Pond will acquire all of the issued and outstanding common shares of SubCo (the “ SubCo Shares ”) on the basis of one post-Consolidation Pond Share (as defined below) for each SubCo Share outstanding. On Closing, UraniumX will receive 7,000,000 post-Consolidation Pond Shares (as defined below) in exchange for its SubCo Shares and a cash payment of $50,000 as consideration for the Acquisition.

Following Closing, over a period of 36 months, Pond will be required to satisfy certain deferred obligations (the “ Deferred Obligations ”), including making deferred cash payments totalling $300,000 to UraniumX, incurring an aggregate of $4,500,000 in exploration expenditures on the Property, and issuing an aggregate of 10,000,000 additional post-Consolidation Pond Shares to UraniumX. The Share Exchange Agreement also provides UraniumX with the option, in its sole discretion, to repurchase SubCo or the Property (the “ Repurchase Right ”) for $1.00 should the Company fail to satisfy all the Deferred Obligations. The Property will be subject to a 2.0% net smelter returns royalty in favour of UraniumX, of which Pond will have the right to buy back 1% for $1,500,000.

Conditions to Closing

Closing of the Acquisition and the other transactions contemplated by the Share Exchange Agreement are subject to the satisfaction of a number of conditions precedent, including, among others: (i) conditional approval of the TSXV respecting the delisting of the Pond Shares from the TSXV; (ii) conditional approval of the CSE respecting the listing of the Pond Shares on the CSE and the transactions contemplated by the Share Exchange Agreement; (iii) completion of the Concurrent Financing (as described below); (iv) completion of the Debt Settlement (as described below); (v) completion of a consolidation of the Pond Shares on the basis of 80 pre-Consolidation Pond Shares for each one post-Consolidation Pond Share (the “ Consolidation ”); (vi) completion of a reorganization involving the disposition of Pond’s existing subsidiaries, Pond Technologies Inc. and Pond Naturals Inc. (the “ Reorganization ”) in satisfaction of certain debts; and (vii) the reconstitution of Pond’s board of directors (as described below).

Concurrent Financing and Debt Settlement

Prior to the completion of the Acquisition, it is anticipated that SubCo will complete a non-brokered private placement of units of SubCo (each, a “ Unit ”) at a price of $0.64 per Unit for aggregate gross proceeds of not less than $1,000,000 and not more than $2,000,000 (the “ Concurrent Financing ”). Each Unit will be comprised of one SubCo Share (a “ SubCo Financing Share ”) and one common share purchase warrant (each, a “ SubCo Financing Warrant ”), with each SubCo Financing Warrant entitling the holder thereof to acquire one additional SubCo Share at an exercise price of $0.80 for a period of three years following the date of issuance.

Each subscriber in the Concurrent Financing will enter into a joinder agreement to the Share Exchange Agreement pursuant to which, on the Closing, each SubCo Financing Share will be exchanged for one Post-Consolidation Pond Share. On the Closing, each SubCo Financing Warrant, in accordance with its terms, will become exercisable for one Post-Consolidation Pond Share in lieu of a SubCo Share.

Additionally, the Company intends to settle certain outstanding liabilities of Pond, including certain loans, in the approximate aggregate amount of $2,600,000 (the “ Debt Settlement ”) through the issuance of post-Consolidation Pond Shares at a deemed price of $0.64 per post-Consolidation Pond Share.

Board and Management Changes

In connection with the Acquisition and the other transactions contemplated by the Share Exchange Agreement, Pond’s board of directors and management are expected to be reconstituted at Closing. Brief biographies of the proposed incoming directors and management are set out below:

Noah Komavli, P.Eng. (CEO) – Mr. Komavli has experience in industrial engineering, capital markets, corporate communications and project management. A University of Toronto graduate focused on information systems, he has optimized operations, co-founded software startups and led strategic initiatives. He has invested in the resource and exploration sector for nearly a decade.

Marc Momeni (CFO) – Mr. Momeni is a capital markets and fintech professional with more than 10 years of experience in financial services and banking. He has built and managed teams and large-scale programs, scaled multiple fintech ventures, and served as a consultant and officer to numerous public and private companies in capital markets, fintech and adjacent technology sectors. He has been responsible for raising millions of dollars and maintains global relationships with capital markets executives, institutional investors and fintech operators.

Navin Kumar Varshney (Director) – Mr. Varshney brings more than 40 years of experience in capital markets, corporate development and venture financing. He has held President, CEO and CFO roles at multiple TSX-listed companies and specializes in scaling and financing venture capital companies in the technology and resource sectors.

Grant Smith (Director) – Mr. Smith is currently a director and Chief Executive Officer of Pond.

Sonia Parsons, P. Geo. (Director) – Ms. Parsons has more than five years of technical and operational experience in Canadian mineral exploration and mining, with experience spanning grassroots to advanced-stage programs in northern Saskatchewan, northern Manitoba and British Columbia’s Golden Triangle. Most recently, she has been with Hudbay Minerals Inc. at the Lalor Mine, where she has been responsible for diamond drilling coordination, scheduling and operational planning. Her experience includes drill program execution, field operations, mine development and project execution in remote northern environments.

Shareholder Meeting and Management Information Circular

The Company intends to call a meeting of its shareholders (the “ Meeting ”) to consider, and if deemed advisable, approve the Share Exchange Agreement and the Acquisition, the Consolidation, the delisting of the Pond Shares from the TSXV and related matters. A management information circular (the “ Circular ”) providing further details regarding the Share Exchange Agreement, the Acquisition and the other matters to be considered at the Meeting will be prepared and mailed to shareholders of the Company in due course.

A copy of the Share Exchange Agreement will be available under the Company’s SEDAR+ profile at www.sedarplus.ca.

The Acquisition and the other transactions contemplated by the Share Exchange Agreement represent Pond’s entry into the mineral exploration business, with a focus on the Property in the Athabasca Basin, a globally significant uranium and mineral-rich region of Saskatchewan.

The securities being offered have not been, nor will they be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) or any applicable securities laws of any state of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent such registration or an applicable exemption from such registration requirements. This release does not constitute an offer for sale or the solicitation of an offer to buy any of the securities in the United States or to, or for the account or benefit of, a U.S. person. “U.S. person” and “United States” are as defined in Regulation S under the U.S. Securities Act.

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 CO 2-Management. The use of concentrated CO 2 from industrial waste streams enables Pond to boost the productivity of microalgae well beyond the capacity of outdoor algae growers and allows industrial emitters to abate and ultimately recycle CO 2. Pond is currently selling microalgae-derived antioxidant astaxanthin under its Regenurex brand. As micro-algae 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 micro-algae to be used as a reproductive medium for the expression of human anti-bodies and proteins.

Contact:

For further information contact Grant Smith, Chief Executive Officer, at g.smith@pondtech.com , 416-287- 3835 ext. 201; or Tracey St. Denis, Chief Financial Officer, at tstdenis@stdeniscpa.com .

Neither the TSX Venture Exchange nor the Canadian Securities Exchange nor their 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.

Cautionary Statement Regarding Forward Looking Statements

This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical fact, including statements regarding future estimates, plans, objectives, timing, assumptions or expectations of future performance, including without limitation, statements regarding the completion of the Acquisition and the other transactions contemplated by the Share Exchange Agreement, Pond’s satisfaction of the Deferred Obligations and the potential exercise of the Repurchase Right, the receipt of TSXV and CSE approvals, the completion of the Concurrent Financing, the Debt Settlement, the Consolidation, the Reorganization involving Pond’s existing subsidiaries, the reconstitution of Pond’s board of directors, the calling of the Meeting, the mailing of the Circular, the filing of the Share Exchange Agreement on SEDAR+, and Pond’s proposed entry into the mineral exploration business, are forward-looking statements and contain forward-looking information. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should” or “would” occur.

Forward-looking statements are based on certain material assumptions and analysis made by Pond and the opinions and estimates of management as of the date of this press release, including that Pond will be able to satisfy the conditions precedent to Closing, including receiving TSXV and CSE approvals and completing the Concurrent Financing, the Debt Settlement, the Consolidation and the Reorganization and reconstitution of its board of directors, and that Pond will satisfy the Deferred Obligations and the parties will fulfill their respective obligations under the Share Exchange Agreement, including in respect of the Repurchase Right.

These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Pond to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Important risks that may cause actual results to vary, include, without limitation, the risk that one or more of the conditions precedent to Closing, including the receipt of TSXV and CSE approvals, are not satisfied, the risk that the Concurrent Financing, the Debt Settlement, the Consolidation or the Reorganization are not completed on the terms described or at all, the risk that Pond does not satisfy the Deferred Obligations or that the Repurchase Right is exercised, and the risk that exploration results on the Property do not meet expectations.

Although management of Pond has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Pond does not undertake to update any forward-looking statement, forward-looking information or financial outlook that is incorporated by reference herein, except in accordance with applicable securities laws .

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