Pond Enters Into Letter of Intent With Find Familiar Spirits In Respect of A Proposed Reverse Takeover
(TheNewswire)
Vancouver, BritishColumbia – October 28, 2025 – TheNewswire - PondTechnologies Holdings Inc. (“Pond” or the“Company”) (TSXV:Pond) is pleased to announce that it has enteredinto a non-binding letter of intent dated October 27, 2025 (the “LOI”) withU.S.–based company Find Familiar Spirits, LLC (“FFS”) pursuant to which Pond intends to acquire all of issued andoutstanding securities of FFS (each, a “FFS Share”) inexchange for common shares of Pond (each, a “Pond Share”) inaccordance with the Exchange Ratio (as defined herein) (the“ProposedTransaction”). TheProposed Transaction is an arm’s length “Reverse Takeover” forPond, which will result in the burgeoning fan-focused spirits companybecoming a public company traded on the TSXV, in the over-the-counter(OTC) market in the U.S., and on the Frankfurtexchange in Germany.
As a part of the Proposed Transaction, Pond will bespun out into a privately held company, and FFS will assume managementand control of the existing public entity through a reverse takeovertransaction.
Find Familiar Spirits, founded by actor andentrepreneur Matthew Lillard (Scream, Scooby Doo), screenwriter Justin Ware,and Blue Run Spirits co-founder Tim Sparapani, creates spiritsexperiences for dedicated “fandoms” (i.e., enthusiast markets),with its first breakout brand, Quest’s End Whiskey, recentlyexpanding into Canada. The founders look forward to continuing toserve existing customers, grow into new geographies, and expand intoother fandoms. FFS management is eager to conclude a successfultransaction and to make shares available to fans and supporters in thepublic market.
Justin Ware, Co-CEO of FFS said, “we’ve built our company around theconcept of community and helping people celebrate what they love. Wethink being publicly traded in Canada is the perfect next step forexpanding that community and growing as a company.”
Grant Smith, CEO of Pond, stated, “we are incredibly excited to bring FindFamiliar Spirits, a fast-growing and innovative spirits company, tothe Canadian public markets through this transformative reversetakeover. After a full review of strategic alternatives, the board andmanagement firmly believe this transaction will maximize shareholdervalue. We extend our heartfelt thanks to all our shareholders fortheir unwavering support. We are confident this is the best pathforward, uniting our strengths to create a dynamic, entity poised forsuccess.”
About Find Familiar Spirits
Find Familiar Spirits creates spirits brands forfandoms, hobbyists, and other dedicated communities both independentlyand in collaboration with external partners such as celebrities,musicians, or well-known and beloved intellectual properties. Eachrelease contains a super-premium spirit accompanied by an exclusivestory, gaming element, or other add-ons to make their products morethan just a bottle, but an experience.
Find Familiar’s first brand, Quest’s End Whiskey,targeted fans of fantasy and gaming and launched in September 2023.Accompanied by chapters in an ongoing saga, it met with immediatesuccess, selling over 57,000 bottles at a super-premium price point intwo years. Its second brand, Macabre Spirits, targeting fans ofhorror, launched in September 2024 with a sotol and a novella writtenby modern horror master Mike Flanagan (The Haunting of Hill House, MidnightMass). In addition to their own brands, FFS hasalso released collaborations with external partners includingroleplaying behemoth Critical Role and horror-themed metal band IceNine Kills.
FFS releases are sold primarily Direct-to-Consumer,creating easier customer acquisition via online communities andimmediate click-thru sales, though the Company has recently begun tosell at retail establishments in Canada andplans to expand its retail presence further upon the conclusion ofthis transaction. In addition, FFS owns half of Jacksonville,Florida-based co-packer Expansion Pack. Expansion Pack provides thecompany’s products a fast, efficient and profitable path to marketthrough the maintenance of production line priority and recapture ofmargin that would otherwise be paid to third-party co-packers;management believes this represents a critical competitive advantagein quality and speed to market.
For more information, pleasevisit www.findfamiliarspirits.com.
About Pond
Located in Markham, Ontario, Pond is a technologyleader in the development of Photobioreactors for the cultivation ofmicroalgae. In over ten years of R&D, Pond has developedproprietary IP around a robust disruptive technology platform based onartificial intelligence, LED lights and patented CO2 Management. Theuse of concentrated CO2 from industrial waste streams enables Pond toboost productivity of microalgae well beyond the capacity of outdooralgae growers and allows industrial emitters to abate and ultimatelyrecycle CO2. Pond is currently selling microalgae, Organic Spirulinaand the world’s most potent antioxidant Astaxanthin, under itsRegenurex brand (https://www.regenurex.com).
For more information, pleasevisit https://www.pondtech.com/.
About the Transaction
Pond intends to acquire all of issued and outstandingsecurities of FFS (each, a “FFS Share”) in exchange for common shares ofPond (each, a “PondShare”) in accordance with the Exchange Ratio(as defined herein) (the “Proposed Transaction”), as such term isdefined in TSX Venture Exchange (the “TSXV”) Policy 5.2 Changesof Business and Reverse Takeovers.
The LOI is to be superseded by a definitive agreement(the “DefinitiveAgreement”) to be signed on or prior toFebruary 24, 2026, or suchlater date as may be mutually agreed upon by the parties in writing.There can be no assurance that the Definitive Agreement will besuccessfully negotiated or entered into or that all of the necessaryapprovals will be obtained or that all conditions of closing will besatisfied. The precise terms of any agreements between the partiesrelating to the Proposed Transaction will be contained in theDefinitive Agreement to be negotiated among, and satisfactory to, theparties and their respective counsel, which agreement will containcustomary representations, warranties, covenants, indemnifications andconditions, both as described herein as well as such other terms asthe parties may agree to. The Proposed Transaction is subjectto:
requisite regulatory approval, including the approvalof the TSXV;
customary closing conditions, including the approval ofthe directors (and as required, the shareholders) of each of Pond andFFS of the Definitive Agreement and completion of due diligenceinvestigations to the satisfaction of each of Pond and FFS;and
the additional conditions described below.
The legal structure for the Proposed Transaction willbe confirmed after the parties have considered all applicable tax,securities law and accounting efficiencies.
Among other terms customary for a transaction of thisnature, the Definitive Agreement will provide for:
a change of name of the Company to ”Find Familiar Spirits”;
the Consolidation (as defined below); and
the appointment of a slate of directors nominated byFFS, which board reconstitution will be effective upon closing of theProposed Transaction (the Closing”).
Trading in the Pond Shares has been halted inaccordance with the policies of the TSXV and will remain halted untilsuch time as all required documentation in connection with theProposed Transaction has been filed with and accepted by, andpermission to resume trading has been obtained from, the TSXV. Therecan be no assurance that trading of Pond Shares will resume prior tothe completion of the Proposed Transaction.
Concurrent Financing
Prior to or concurrent with the completion of theProposed Transaction, the parties shall complete an offering (the“ConcurrentFinancing”) of common shares, subscriptionreceipts or other securities of Pond or FFS for gross proceeds of aminimum of $2,000,000 and a maximum of $4,000,000. The terms of theConcurrent Financing are subject to negotiation between Pond and FFSand will be announced concurrently with the Definitive Agreement.
The proceeds of the Concurrent Financing will be usedto advance the business of FFS and for general corporate and workingcapital purposes in accordance with the applicable listingrequirements under the policies of the TSXV.
Conditions to ProposedTransaction
Prior to or currently with completion of the ProposedTransaction, as applicable, and as conditions of Closing:
Execution of a definitive agreement containing standardrepresentations, warranties, and covenants acceptable to theparties;
Receipt of all required corporate, shareholder, TSXV,and regulatory approvals;
Completion of the Concurrent Financing;
No material adverse change in FFS’ business orfinancial condition prior to closing;
Satisfactory completion of due diligence by Pond andits advisors;
Absence of any legal or regulatory proceedings thatcould materially affect FFS or the transaction;
Preparation of IFRS-compliant financial statements bythe FFS for TSXV submission;
Completion of a 30-for-1 share consolidation ofPond’s common shares prior to closing;
Completion of the Spinout of existing business andassets; and
Other customary closing conditions, includingcompliance with covenants and absence of prohibitions at law againstcompleting the transaction.
The Proposed Transaction
Pre-Closing Capitalization of Pond
As of the date hereof, Pond has 85,592,225 Pond Shares issued andoutstanding and nil Pond Shares reserved for issuance pursuant to theexercise or conversion of convertible securities of Pond. The PondShares are currently listed on the TSXV under the symbol“POND”.
Consolidation of Pond
Prior to or concurrently with Closing, subject to Pondshareholder approval, Pond will undertake a share consolidation (the“Consolidation”) on the basis of one (1) post-consolidation Pond Sharefor every thirty (30) pre-consolidation Pond Shares.
Pre-Closing Capitalization of FFS
FFS is a closely-held LLC organized under U.S. law witha small number of known equity owners, and therefore FFS has no othersecurities outstanding.
Terms of the Proposed Transaction
It is currently anticipated that Pond will acquire FFSby way of a three-cornered amalgamation, share exchange, plan ofarrangement or other similar form of transaction as agreed to by theparties to ultimately form the resulting issuer (the “Resulting Issuer”).The final structure of the Proposed Transaction is subject to thereceipt of tax, corporate and securities law advice for both Pond andFFS.
The exact exchange ratio (the “Exchange Ratio”)will be determined by Pond and FFS following receipt of financialadvice and a review of the parties’ respective capital structures,however, that Exchange Ratio is expected to be 1:1. Following theclosing of the Proposed Transaction, it is expected that theshareholders of FFS will own approximately 88.3% of the pro formaresulting issuer; and existing shareholders of Pond will ownapproximately 11.7% of the pro forma resulting issuer.
Prior to or concurrent with the completion of theProposed Transaction, CDN$1,500,000 of debt, owing by Pond, shall be assigned and settled forshares in Pond prior to the closing of the Proposed Transaction, orspunout pursuant to the Spinout (the “Debt Settlements”).
Upon completion of the Proposed Transaction, theResulting Issuer will carry on the business of FFS. It is expectedthat the Resulting Issuer will be classified as a Tier 2 Industrialissuer.
Pond is at arm’s length to FFS, and no director,officer or insider of Pond or FFS beneficially owns, or controls ordirects, directly or indirectly, any securities of the other party.Therefore, the Proposed Transaction is expected to be an “Arm’sLength Transaction”, as defined under TSXV Policy 1.1 Interpretation, anddoes not constitute a “related party transaction” for the purposeof Multilateral Instrument 61-101 Protection of Minority Security Holders inSpecial Transactions. No finder’s fee will bepaid in connection with the Proposed Transaction.
Spinout
In connection with the Proposed Transaction, Pond willcomplete a spinout of its existing business and assets into a newlyformed entity (the “Spinout”), by way of plan of arrangement,asset transfer, or other structure acceptable to the parties. TheSpinout will allow Pond’s current business operations and relatedassets, together with the associated liabilities, to continueindependently of the transaction.
Bridge Loan
To support the Proposed Transaction and Spinout-relatedexpenses, a shareholder of Pond, or an affiliate thereof, will providePond with a secured working capital bridge loan (the “Bridge Loan”). TheBridge Loan will fund costs incurred by Pond in connection with theProposed Transaction and Spinout prior to completion. It is expectedthat the Bridge Loan will be transferred as a part of the DebtSettlement.
Officers and Board of Directors ofthe Resulting Issuer
Upon completion of the Proposed Transaction, it isanticipated that the board of directors of the Resulting Issuer shallconsist of that number ofdirectors as determined by the parties, each of whom shall benominated by FFS. The nominees will bedetermined and announced in connection with the execution of theDefinitive Agreement.
Sponsorship
Sponsorship of the Proposed Transaction is required bythe TSXV unless an exemption from the sponsorship requirement isavailable. The Company intends to apply for a waiver from thesponsorship requirements. There is no assurance that the Company willbe able to obtain such a waiver.
Further Information
All information contained in this news release withrespect to Pond and FFS was supplied by the parties respectively, forinclusion herein, and each party and its directors and officers haverelied on the other party for any information concerning the otherparty.
Completion of the ProposedTransaction is subject to a number of conditions, including but notlimited to, Exchange acceptance and, if applicable, disinterestedshareholder approval. Where applicable, the Proposed Transactioncannot close until the required shareholder approval is obtained.There can be no assurance that the transaction will be completed asproposed or at all.
Investors are cautioned that, exceptas disclosed in the management information circular or filingstatement to be prepared in connection with the Proposed Transaction,any information released or received with respect to the transactionmay not be accurate or complete and should not be relied upon. Tradingin the securities of the Company should be considered highlyspeculative.
The TSX Venture Exchange Inc. has inno way passed upon the merits of the Proposed Transaction and hasneither approved nor disapproved the contents of this pressrelease.
NEITHER THE TSX VENTURE EXCHANGE NORITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THEPOLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THEADEQUACY OR ACCURACY OF THIS RELEASE.
Cautionary Statements RegardingForward Looking Information
This news release contains“forward-looking information” within the meaning of applicablesecurities laws relating to the proposal to complete the ProposedTransaction and associated transactions. Any such forward-lookingstatements may be identified by words such as “expects”,“anticipates”, “believes”, “projects”, “plans” andsimilar expressions. Readers are cautioned not to place undue relianceon forward-looking statements. Statements about, among other things,the completion and expected terms of the Proposed Transaction, thenumber of securities of Pond that may be issued in connection with theProposed Transaction, the Concurrent Financing, the Debt Settlements,the Spinout, the Bridge Loan, obtaining the requisite shareholderapproval, FFS’s strategic plans and the parties’ ability tosatisfy closing conditions and receive necessary approvals, are allforward-looking information. These statements should not be read asguarantees of future performance or results. Such statements involveknown and unknown risks, uncertainties and other factors that maycause actual results, performance or achievements to be materiallydifferent from those implied by such statements. Although suchstatements are based on management’s reasonable assumptions, therecan be no assurance that the Proposed Transaction (including the namechange and Consolidation), or the Concurrent Financing will occur orthat, if the Proposed Transaction, and the Concurrent Financing dooccur, they will be completed on the terms described above. Pond andFFS assume no responsibilityto update or revise forward-looking information to reflect new eventsor circumstances unless required by applicable law.
For more information, pleasecontact:
Find Familiar Spirits LLC
Liz Valentine, Marketing Director
liz@findfamiliarspirits.com
904-619-1479
Pond Technologies HoldingsInc.
Grant Smith, Chief Executive Officer
g.smith@pondtech.com
416-287-3835 ext. 201
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