Pond Enters Into Letter of Intent With Find Familiar Spirits In Respect of A Proposed Reverse Takeover

Executive Summary

• Pond Technologies Holdings Inc. entered a non‑binding LOI to acquire all securities of Find Familiar Spirits, LLC (FFS) in a reverse takeover that would make FFS a publicly traded entity on the TSXV, OTC U.S., and Frankfurt exchanges.
• The transaction will involve a share exchange (expected 1:1 ratio), a 30‑for‑1 consolidation of Pond shares, spin‑out of Pond’s existing microalgae business, and a concurrent financing raise of $2 M–$4 M.
• Upon closing, FFS shareholders are projected to own ~88.3% of the resulting issuer, while current Pond shareholders will retain ~11.7%; the combined company will be renamed “Find Familiar Spirits” and classified as a Tier 2 Industrial issuer.

Key Details

• LOI Date: October 27 2025 (non‑binding).
• Proposed Transaction Structure: Arm’s‑length reverse takeover; possible three‑cornered amalgamation, share exchange, plan of arrangement, or similar structure.
• Exchange Ratio: To be determined after financial advice; expected 1 Pond Share : 1 FFS Share (≈1:1).
• Post‑Closing Ownership: ~88.3% FFS shareholders, ~11.7% Pond shareholders.
• Share Consolidation: 30 pre‑consolidation Pond Shares will be combined into 1 post‑consolidation Pond Share (subject to shareholder approval).
• Concurrent Financing: Offering of common shares/subscription receipts for gross proceeds of $2 M–$4 M; terms to be negotiated and announced with the definitive agreement.
• Use of Proceeds: Advance FFS business, general corporate and working‑capital purposes, and satisfy TSXV listing requirements.
• Debt Settlement: CDN$1.5 M of Pond debt will be settled for shares or spun out prior to closing.
• Bridge Loan: Secured working‑capital bridge loan from a Pond shareholder/affiliate to fund transaction and spin‑out expenses; expected to be converted as part of the debt settlement.
• Spin‑Out: Pond’s existing microalgae business and assets will be transferred to a newly formed entity, allowing it to continue independently post‑transaction.
• Regulatory Conditions: Required approvals from TSXV, corporate/shareholder consents, due‑diligence satisfaction, no material adverse change, IFRS‑compliant financial statements for FFS, and other customary closing conditions.
• Trading Halt: Pond shares are halted on the TSXV pending completion of required documentation and regulatory approval.
• Sponsorship Waiver: Pond will apply for a waiver from TSXV sponsorship requirements; no guarantee of approval.
• Management Comments:
• Justin Ware, Co‑CEO, FFS: Emphasized community focus and benefits of public listing for growth.
• Grant Smith, CEO, Pond: Highlighted strategic fit, shareholder value maximization, and excitement over the transformative transaction.

Notable Quotes

• “We are incredibly excited to bring Find Familiar Spirits… to the Canadian public markets through this transformative reverse takeover.” – Grant Smith, CEO, Pond Technologies Holdings Inc.
• “We’ve built our company around the concept of community… being publicly traded in Canada is the perfect next step for expanding that community and growing as a company.” – Justin Ware, Co‑CEO, Find Familiar Spirits

All forward‑looking statements are subject to risks and uncertainties; actual results may differ materially.