Pond Technologies Holdings Inc. has entered into a definitive share exchange agreement to acquire 1477571 B.C. Ltd., securing a 100% interest in the Zoo Bay uranium property in Saskatchewan’s Athabasca Basin and marking the technology company's formal transition into the mineral exploration sector.

Historically operating as a technology leader in the controlled environment cultivation of microalgae using artificial intelligence, proprietary LED lights, and patented CO2-management, the company is now pivoting entirely toward resource exploration. The current definitive agreement supersedes a non-binding letter of intent signed on April 27, 2026, which initially contemplated an option agreement and a private placement of up to $1,000,000.

Under the terms of the definitive transaction, 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.

To complete the acquisition, Pond must satisfy a series of conditions precedent. These include receiving conditional approval from the TSX Venture Exchange to delist its common shares and approval from the Canadian Securities Exchange to list the company's shares. Additional closing conditions require completing an 80-for-1 share consolidation, a corporate reorganization involving the disposition of existing microalgae subsidiaries to settle approximately $2,600,000 in debts through the issuance of post-consolidation shares at a deemed price of $0.64, a board reconstitution, and a concurrent financing.

Prior to closing, the acquisition subsidiary is anticipated to complete a non-brokered private placement of units at $0.64 per unit to raise gross proceeds between $1,000,000 and $2,000,000. Each unit consists of one share and one common share purchase warrant exercisable at $0.80 for three years. Subscribers will exchange their shares for post-consolidation Pond shares upon closing, while warrants will become exercisable for post-consolidation shares.

Following closing, Pond faces a series of deferred financial and operational obligations over a 36-month period. The company must make deferred cash payments totaling $300,000 to UraniumX Discovery Corp., issue an aggregate of 10,000,000 additional post-consolidation common shares, and incur an aggregate of $4,500,000 in exploration expenditures on the property. The asset is subject to a 2.0% net smelter returns royalty in favor of UraniumX, with Pond holding the right to buy back 1% of the royalty for $1,500,000. UraniumX retains the option to repurchase the property or the subsidiary for $1.00 if Pond fails to satisfy all deferred obligations.

Activity across the wider Athabasca Basin region continues to draw attention to local uranium exploration, highlighted when Purepoint Uranium Group Inc. reported drill results at the Dorado project that intersected 5.6 metres of continuous radioactivity averaging 11,730 counts per second, with a peak of 53,300 counts per second at the Nova Discovery.

Read the full announcement: Pond Technologies Holdings Inc. Announces Share Exchange Agreement to