Pond Technologies Hldgs Inc. (PNDHF)

[profiteer11]

Pond Technologies Announces Non-Brokered Private Placement at Premium to Market Price Including Insider Participation

https://finance.yahoo.com/news/pond-technologies-announces-non-brokered-124600529.html

PNDHF
Tue, September 6, 2022 at 8:46 AM

MARKHAM, ON, Sept. 6, 2022 /CNW/ - Pond Technologies Holdings Inc. ("Pond") (TSXV: POND) (OTCQB: PNDHF) (FSE: 400), an ESG company addressing global sustainability challenges of wellness and climate change, today announced a non-brokered private placement ("Private Placement") of up to 6,666,667 common shares of Pond ("Common Shares") at a purchase price of $0.15 per Common Share for aggregate gross proceeds of up to $1,000,000. The purchase price represents a 15% premium to the closing trading price of the Common Shares on the TSX Venture Exchange ("TSXV") on September 2, 2022. No warrants are being issued pursuant to the Private Placement, and the Private Placement may be completed in one or more tranches.

The Private Placement is expected to include subscriptions, either directly or indirectly, from certain Pond insiders for an aggregate amount of $500,000, led by O'Connor Holdings Limited (an entity controlled by Mr. Dan O'Connor, Chief Operating Officer of Pond).

The Private Placement is subject to customary closing conditions, including the approval of the TSXV. Net proceeds of the Private Placement will be used by Pond for general working capital purposes.

Insider participation constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Pond will rely on the exemptions from the formal valuation and minority shareholder approval requirements contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively. Neither the fair market value of the Common Shares to be purchased by insiders nor the fair market value of the consideration to be paid for by them will exceed 25% of Pond's market capitalization.