CALGARY, Dec. 11, 2018 /CNW/ - Pond Technologies Holdings Inc. ("Pond") (TSX.V: POND) is pleased to announcethat, further to its press release on August 27, 2018, Pond has entered into a definitive amalgamation agreement dated December 10, 2018 (the "Amalgamation Agreement") with Regenurex
The acquisition is an arm's length transaction and has been structured as a "three-cornered amalgamation" pursuant to which Regenurex will amalgamate with a newly incorporated, wholly-owned subsidiary of Pond, Pond Naturals Inc. ("Amalco"), which will continue Regenurex's bulk and retail astaxanthin production and sales, integrate with Pond growth technology, and continue to operate under the trade name Regenurex in order to build on the brand value established.
The terms of the acquisition have been revised from those set forth in the August 27, 2018 press release. In particular, as consideration for their Regenurex shares, Regenurex shareholders will receive an aggregate of 6,250,000 common shares in the capital of Pond ("Pond Shares"), with such Pond Shares valued by the parties at $0.80 per share, or $5,000,000 in the aggregate. The below summarizes the manner in which such Pond Shares shall be issued, together with certain of the other key provisions of the Amalgamation Agreement:
The closing of this transaction is targeted to close as soon as is practicable after all of the conditions to close have been satisfied or waived, and is currently scheduled to close by not later than January 31, 2019.
Steve Martin, Pond CEO, commented, "We are excited to complete the definitive agreement with Regenurex and to begin to exploit the significant synergies that exist between our two companies. We believe that the marriage of Pond's growth platform with Regenurex proprietary natural extraction technology will give rise to a rapidly scaling company that possesses a unique competitive advantage."
Curtis Braun, Regenurex CEO, commented, "We are pleased to conclude this important step in the history of our company. Pond's technology teams have been on site and the early results from their assessment have already been impactful to our manufacturing process".
Astaxanthin is one of nature's most powerful anti-oxidants. It is used in aquaculture and for human consumption. Oxidative stress in the body has been linked to the development of several major health problems. Astaxanthin helps to reduce or repair the damage caused by oxidation by surrounding the body's cells with a protective layer. It has been found to have a positive effect on muscle, joint, eye, brain, heart and skin health.
Regenurex Health Corporation, http://canada.regenurex.com, is developing a line of products to help the body regenerate. The first product, astaxanthin, is naturally derived from algae and is a powerful antioxidant and anti-inflammatory. Regenurex operates a 10,000 square foot algae production facility, in Agassiz, British Columbia, Canada. Regenurex's process is sustainable, and its process is environmentally friendly. Regenurex's astaxanthin is unique because they use a proprietary natural extraction process that produces the most natural astaxanthin on the market, which preserves the benefits of the whole algae.
About Pond Technologies:
Located in Markham Ontario, Pond is a technology company that provides profitable solutions to the global health and wellness challenges of pollution abatement and nutrition. Pond's proprietary growth platform optimizes key growth inputs in order to provide a controlled environment that maximizes the growth of algae and other organisms. It enables industrial emitters to generate new revenue streams from the transformation of waste CO2 to valuable algae-based products used as proteins for animal feed and nutraceutical products like Chlorella, Spirulina, and Astaxanthin for human consumption.
This press release contains forward?looking statements within the meaning of applicable securities laws, including statements regarding Pond's anticipated acquisition of Regenurex pursuant to the Amalgamation Agreement, the use of proceeds of Pond's investment in Amalco and the expected synergies of the transaction on Pond's and Regenurex's combined business. Such forward?looking statements are based on certain key expectations and assumptions made by Pond, including expectations and assumptions concerning approval of the amalgamation by the shareholders of Regenurex, receipt of TSXV and all other applicable third party consents, and the satisfaction of all other closing conditions in respect of the transaction. Although Pond believes that the expectations and assumptions on which such forward?looking statements are based are reasonable, undue reliance should not be placed thereon and Pond can give no assurance that they will prove to be correct. By its nature, such forward?looking statements are subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed, including the possible failure of the parties to satisfy the conditions to close the transaction. Readers are cautioned not to place undue reliance on this forward?looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. Pond does not undertake any obligation to update publicly or revise any forward?looking information, whether as a result of new information, future events or otherwise, except as required by law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved of the information contained herein.
View original content: www.pondtech.com
SOURCE Pond Technologies Holdings Inc.
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