Pond Technologies Holdings Inc. has entered into a definitive share exchange agreement to acquire 1477571 B.C. Ltd., a wholly owned subsidiary of UraniumX Discovery Corp. that holds a 100% interest in the Zoo Bay Mineral Property in Saskatchewan’s Athabasca Basin.

Under the terms of the agreement, Pond will acquire all issued and outstanding shares of the subsidiary in exchange for 7,000,000 post-consolidation common shares and a $50,000 cash payment at closing. The transaction shifts the company's focus into the mineral exploration sector. This definitive agreement supersedes a non-binding letter of intent signed on April 27, 2026, which originally contemplated an option agreement and a smaller private placement.

Following closing, Pond must satisfy several deferred obligations over a 36-month period. These requirements include making deferred cash payments totaling $300,000, issuing an aggregate of 10,000,000 additional post-consolidation common shares to UraniumX, and incurring $4,500,000 in exploration expenditures on the property. The asset is subject to a 2.0% net smelter returns royalty, with Pond retaining the right to buy back 1% of the royalty for $1,500,000. UraniumX holds a repurchase option to acquire the subsidiary or the property for $1.00 if Pond fails to meet all deferred obligations.

To fund the transition and satisfy conditions precedent, the target subsidiary anticipates completing a non-brokered private placement of units at $0.64 per unit for gross proceeds between $1,000,000 and $2,000,000. Each unit consists of one share and one purchase warrant exercisable at $0.80 for three years. In comparison, the initial April letter of intent had contemplated raising up to $1,000,000.

Pond also intends to execute a debt settlement of approximately $2,600,000 through the issuance of post-consolidation shares at a deemed price of $0.64 each, alongside a corporate reorganization involving the disposition of existing subsidiaries to satisfy outstanding liabilities.

As part of the transaction, Pond plans to execute an 80-to-1 share consolidation, delist its common shares from the TSX Venture Exchange, and list on the Canadian Securities Exchange. The company will also reconstitute its board of directors and management team, and call a special meeting of shareholders to approve the share exchange agreement, the acquisition, the share consolidation, and the exchange listing.

Closing of the transaction remains conditional on receiving regulatory approvals from both exchanges, completing the private placement and debt settlement, executing the share consolidation and subsidiary reorganization, and reconstituting the board.

Read the full announcement: Pond Technologies Holdings Inc. Announces Share Exchange Agreement to Acquire the Zoo Bay Mineral Property in the Athabasca Basin, Saskatchewan and Planned Transition to the Canadian Securities Exchange