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Pond Technologies Holdings Inc. Closes Reverse Takeover and $8.7 Million Related Equity Financings

Published: 01/30/2018

Team: Cameron A. Mingay, Evan Low, Stefanie Sebanc, Christopher B. Norton, Meghan Rourke, David Singh

On January 30, 2018, Pond Technologies Holdings Inc. (the “Corporation”) completed a business combination with its wholly-owned subsidiary 2597905 Ontario Inc. and Pond Technologies Inc. (“Pond”) by way of a "three cornered amalgamation", pursuant to which:

(i) all of the issued and outstanding common shares in the capital of the Corporation were consolidated on the basis of 6.9 pre-consolidation common shares for each one post-consolidation common share;

(ii) the Corporation changed its name from “Ironhorse Oil & Gas Inc.” to “Pond Technologies Holdings Inc.”;

(iii) each of the issued and outstanding common shares in the capital of Pond were cancelled and exchanged for one common share of the Corporation (on a post-consolidation basis); and

(iv) all of the outstanding stock options and warrants of Pond were cancelled and exchanged for equivalent stock options and warrants of the Corporation.

The Corporation resumed trading on the TSXV February 6th.

In connection with the business combination, Pond completed brokered and non-brokered subscription receipt and unit financings for aggregate proceeds of $8.7 million.

The Corporation has developed a proprietary growth platform to transform carbon dioxide into valuable bio-products.

Cassels Brock acted for Pond Technologies Inc. in the business combination and related financings, with a deal team that included Cam Mingay, Evan Low and Stefanie Sebanc (Securities), Chris Norton (Tax) and Meghan Rourke and David Singh (Articling Students).