Pond Technologies Inc. Overview

1. COMPANY OVERVIEW AUGUST2017

2. Disclaimer This presentation provides a summary description of Pond Technologies Inc. (“Pond”) and its business, but does not purport to be complete. Prospective investors are encouraged to obtain independent legal advice concerning any investment in securities of Pond and should not base their decision on whether to invest in Pond upon material provided herein. There are no representations or warranties made herein by Pond or any financial advisors and agents of Pond (the “Agents”).   There are certain risks inherent in an investment in the securities of Pond which prospective investors should carefully consider before investing. This presentation is not, and under no circumstances is it to be construed as, an advertisement or a public offering of the securities of Pond. No securities, commission or similar regulatory authority has reviewed or in any way passed upon this presentation or the merits of these securities or reviewed this presentation and any representation to the contrary is an offence. The shares of Pond do not trade on any exchange or market. Subject to the availability of exemptions from the prospectus requirements under applicable securities laws, holders of shares of Pond will be restricted from selling their shares for an indefinite period. This presentation has been prepared for discussion purposes only and is confidential. No representation, warranty, or undertaking, express or implied, is made and no responsibility or liability is accepted by Pond or the Agents as to the accuracy or completeness of the information contained herein. Neither this presentation or any of its contents may be disclosed or used without the prior written consent of Pond.

3. Pond has developed a proprietary platform technology that converts carbon dioxide and other pollutants into marketable algae-based products.

4. OpportunityOverview Using a variety of CO2 feedstocks, Pond has developed proprietary photobioreactors and control systems that enable revenue generation from algae products. Nutraceuticals Pond uses clean CO2 sources to grow algae for high-value food additives such as astaxanthin, chlorella, and spirulina Our focus for immediate cash flow Pollution Abatement Pond’s technology consumes the CO2 contained in the Greenhouse Gas (GHG) emissions of major industrial facilities to grow algae for biofuels, bioplastics, animal/aquaculture feeds, and use in land reclamation Our focus for growth

5. Why Algae? ENERGY & SUSTAINABLE PRODUCTS SUPERFOOD POLLUTION ABATEMENT Containing numerous well-documented health benefits, algae produced from food-grade CO2 can be used in high-value nutraceutical products. Algae feasts on the carbon dioxide and other pollutants found in industrial emissions, growing rapidly when paired with optimal lighting conditions. Algae can be processed into products that displace the use of petrochemicals, like biofuels and bioplastics. It is also ideal for animal feeds and fertilizers.

6. Management& Board STEVE MARTIN CEO & DIRECTOR • Senior Scientist for EXFO Photonics Solutions,a $1B public company involved in developing class leading optical fibre test and measurement, where he pioneered development of new LED modules and fibre-optic packaging solutions • Director of Opto-Electronic Research, Efos Inc., leading development of new optical imaging systems, illuminators, and polymer based photonics solutions • Former Director of the Jeffrey SkollBASc/MBA Program offered at the University of Toronto • Designed critical optical and display components for US military fighter jets THOMAS MASNEY CFO • CFO with global experience spanning North America, Europe, and Asia • Financial, audit, and regulatory reporting experience in Canada, China, the United States, and the United Kingdom • Worked in venture capital, mergers & acquisitions, with both Goldman Sachs & General Electric, and has worked in audit and corporate recovery with Ernst & Young and Price Waterhouse PETER HOWARD VICE PRESIDENT, SUSTAINABILITY • Former manager of the Sustainability and Climate Change practice at PriceWaterhouseCoopers, overseeing the development of a multi-million dollar consulting practice • Former Business Development director for Zerofootprint Carbon, a carbon consulting and offsetting company, where he grew revenues from 0 to over ~$1,000,000 in 2 years • Former Senior Advisor to the Ontario Government on greenhouse gas emission policy EMIDIO DI PIETRO VICE PRESIDENT, ENGINEERING • Former Manufacturing Manager with the Tesma division of Magna, with annual revenues of $150 million • Extensive experience in areas of program management, from receipt of order to steady state production including design, validation, production launch, and in-house/customer production process validation • Brings a wealth of experience from many different aspects of Engineering critical in the development and deployment of Pond’s technology

7. Management & Board DR. GERALDINE KENNEY-WALLACE CHAIRMAN • Past President and Vice-Chancellor of McMaster University • Extensive board experience – former Director of the Bank of Montreal, Dofasco Inc., DMR Inc., General Motors (Canada) and Northern Telecom Ltd. • Former Managing Director of Baesystems • Director of Pharmacia & Upjohn Company LLC since 1993 BILL ASSELSTINE DIRECTOR • Vice President Technical, Sustainability, and Safety at St. Mary’s Cement, where he has worked for over two decades in various capacities • Oversees procedures and programs to minimize environmental risks and ensures regulatory compliance • Directs the management of all company properties including registration, taxation, land purchase, development, sale, or lease SAURIN PATEL DIRECTOR • Dedicated to skilled advisory in the areas of accounting, tax, and business strategy • Holds a CPA, CMA. and Masters of Commerce ROB MCLEESE DIRECTOR • Appointed to Export Development Canada’s Board of Directors • Founder & President of Access Capital Corp., a financial advisory firm specializing in the independent power industry • Chairman & President of ACI Energy, Inc., which owns and operates two waste coal fueled power plants in the US • Recipient of the 2011 Probyn Prize for innovation in sustainable energy finance and the 2012 Queen Eizabeth II Diamond Jubilee

8. Key Advisors KEVINANDRADE CORPORATE STRATEGY & COMMERCIALIZATION • SVP and General Manager at SNC-Lavalin’s Toronto Project Delivery Centre, overseeing a staff of 1,100 executing mining and metallurgy capital projects and studies across Canada. • Vice president Sulphur and Emissions Solution Group for SNC-Lavalin. • Management Consultant and Advisor to the CEO for Uranium One, Inc. • Lawyer with experience at Torys and Goodwin Proctor GRANT SMITH NUTRACEUTICAL STRATEGY • President of RFI Canada, RFI provides specialized, innovative functional ingredients to the nutritional, pharmaceutical, food and beverage industries in Canada and the USA. • Responsible for driving new product development from the marketing / concept development stage to the complete finished product in custom packaging for RFI clients.

9. Why Our Platform? WE GROW ALGAE FASTER THAN NATURE DOES Pond uses ultra efficient, custom LED light engines, with proprietary control circuitry unlike any other on Earth. This greatly accelerates the natural process of photosynthesis. TRADITIONAL PRODUCTION METHODS ARE TOO COSTLY The large land area required and volatile environmental conditions result in low harvests and high costs of production—we’ve isolated and optimized all the variables. GOVERNMENT SUPPORT AND PARTNERSHIPS We were selected by the National Research Council of Canada as sole technology partner for their flagship $37MM Algae Carbon Conversion Program. In total, Pond has received over $8 M in government grants from federal and provincial bodies. IP PORTFOLIO 16 patents filed in the USA, with filing repeated in select PCT and non-PCT jurisdictions. Select patents have been fully granted in the USA, Europe, Taiwan, and China.

10. Access to All Algae Products The algae is sold as biofuels, bioplastics, animal feeds, fertilizers, and nutraceutical supplements We optimize growth conditions using proprietary lighting and computer algorithms to maximize output PRODUCTS POND PHOTOBIOREACTOR PURE ALGAE CARBON FEEDSTOCK We derive pure algae which can then be processed into marketable products We harvest carbon dioxide from industrial emissions or bottled CO2

11. Algae Product Markets LAND RECLAMATION USD/YEAR GLOBAL MARKET https://www.zionmarketresearch.com/news/environmental-remediation-market BIOFUELS USD/YEAR GLOBAL MARKET http://biofuels-news.com/display_news/10395/market_study_global_biofuels_market_to_grow_to_246bn_by_2024/ Up to $160,000/tonne NUTRACEUTICALS USD/YEAR GLOBAL MARKET http://www.prnewswire.com/news-releases/nutraceuticals-market-to-surpass-us278-billion-globally-by-2021-propelled-by-soaring-demand-for-functional-foods-and-beverages-transparency-market-research-531577541.html ANIMAL FEEDS USD/YEAR GLOBAL MARKET $246B $122B http://www.ifif.org/pages/t/Global+feed+production $278B $400B

12. Nutraceuticals: Algae for your Health REDUCES CHOLESTEROL FIGHTS CANCER PROMOTES EYE HEALTH PROMOTES SKIN HEALTH PREVENTS BLOOD CLOTTING PROMOTES HEART HEALTH KILLS DANGEROUS BACTERIA/FUNGI REDUCES INFLAMMATION Astaxanthin Spirulina & Chlorella Dubbed the “King of Carotenoids”, this powerful antioxidant is 500 times as powerful as Vitamin E. It has broad health implications for humans, including UV-radiation protection, eye and heart health, and improved athletic performance. • Spirulina and Chlorella are algae which provide an extremely potent and well-balanced nutrient profile. Excellent for helping the body detoxify, assisting with a strong immune system, and rounding out a well-balanced diet.

13. Global Nutraceutical Markets $140MM Chlorella 2014 $200MM Spirulina $447MM Astaxanthin $170MM +21% Chlorella 2020 $240MM +20% Spirulina $1.1B +246% Astaxanthin 2020 POND’S MARKET OPPORTUNITY +191% $1.51B 2014 $787MM

14. ALGAE PRODUCTION: THE OLD WAY • Uncontrolled conditions, relies on weather • Low harvest rate (0.1g/L/day) • Large land area required (30 m2 required to produce 1 kg of algae per day) • Few geographies are suitable, typically far from markets • Evaporation, contamination, heat, weather, constant challenges POND’S PLATFORM: THE BETTER WAY • Fully controlled • Contaminant-free production • High Harvest Rate (1-2g/L/day) • Tiny fraction of the land required (0.1 m2 required to produce 1 kg per day) – 300 times LESS land required • Bioreactors can be located anywhere – close to market

15. Nutraceutical Revenue Model (approx. 1 Shipping container) BIOREACTOR SIZE OPERATING COSTS/YEAR/UNIT 5 YEAR REVENUE TARGET GROSS MARGIN CASH FLOW POSITIVE CAPEX/UNIT 65,000L $1.6MM $99MM 18 months 80% $600K

16. Pond’s technology at work: St. Mary’s Cement—St. Mary’s, Ontario. Pollution Abatement: GHG Utilization • Global industrial greenhouse gas emissions are a multi-billion dollar market • Governments are mandating carbon management For St Mary’s Cement and our parent company, Votorantim Cimentos, this collaboration with Pond Technologies and the National Research Council of Canada advances our goals of product innovation and sustainable development, while strengthening our position as a leader in the building materials sector. • Technology advantage—can be deployed anywhere, generating free cash flow • Strong IP protection • First commercial carbon abatement project commencing at Stelco’s Lake Erie Works steel mill, Q3 2017 • Signed MOU with SNC Lavalin as a • strategic world-wideproject partner Filiberto Ruiz, President and CEO, Votorantim Cimentos, North America Massive opportunity: • 10,000+ large CO2 emitters in NA • 3 billion+ tonnes CO2 available • A trillion+ USD+ potential market TIM ROLLINS

17. 5 Year Projections Comments Less than 5% of proceeds allocated to pollution abatement Assumes $3 million private placement pre-RTO Assumes $10 million RTO concurrent financing in Q3 2017 $186million EBITDA projected over the 5 year period Positive EBITDA projected in 2018

18. IP Portfolio 16 US Patents Algae Platform Protection Patents Pending 16 16 US patents filed, with more than 3x more patents filed internationally Modulation patents protect flow of stack gas Equipment related patents to cover new equipment Advanced process patents Dilution patents protect mixing of stack gas Patents granted to date include 4 US, 1 European, 1 Taiwanese, and 1 Chinese, with additional new provisional filings adding to the portfolio Control patents protect illumination in response to changes of stack gas Potential for 5+ additional equipment-related US patents on new technologies

19. RTO Pro-FormaCapital Structure

20. Ask and Use of Proceeds • $3,000,000 Private Placement (In progress) • $10,000,000 RTO Concurrent Financing (Q3/4 2017) $13MM Capital Equipment (Nutraceuticals) 47% Working Capital Financing/Service Requirements 13%

21. Subscriber Rights The below rights are in addition to and do not derogate from any other right that the purchaser may have at law. Further, the below serves as a summary of the purchaser’s rights as an investor in the event of a misrepresentation. The purchaser should refer to the provisions of the securities legislation of the purchaser’s province or territory for the particulars of investor’s rights, limitations of those rights and certain parties’ defences to such rights and should consult with a legal advisor. Statutory Rights of Action for Purchasers Resident in Alberta This presentation could be designated as an offering memorandum under Alberta laws. In the event that this presentation is an offering memorandum, you will have certain rights provided to you by the Securities Act (Alberta) (the “Alberta Act”) in the event of a misrepresentation. Where an offering memorandum contains a misrepresentation, the Alberta Act provides that a purchaser who purchases a security offered by the offering memorandum has, without regard to whether the purchaser relied on the misrepresentation, the following rights of action: 1.for damages against: (i) the issuer; (ii) every director of the issuer at the date of the offering memorandum; (iii) every person or company who signed the offering memorandum; and 2.for rescission against the issuer. If a misrepresentation is contained in a record incorporated by reference in, or deemed incorporated into, an offering memorandum, the misrepresentation is deemed to be contained in the offering memorandum. Such rights of rescission and damages are subject to certain limitations and defences available to the issuer or other parties sued as more particularly set forth in the Alberta Act. Time Limitations – If a purchaser intends to rely on the rights described above, the purchaser must do so within strict time limitations. The purchaser must commence the action for rescission within 180 days after the date of the transaction that gave rise to the cause of action. The purchaser must commence the action for damages within the earlier of: (i) 180 days after the date that the purchaser first had knowledge of the facts giving rise to the cause of action; or (ii) or three years after the date of the transaction that gave rise to the cause of action. The amount recoverable under the Securities Act (Alberta) may not exceed the price at which the securities were offered under the offering memorandum. Statutory Rights of Action for Purchasers Resident in Saskatchewan This presentation could constitute an offering memorandum under Saskatchewan laws. In the event that this presentation is an offering memorandum, you will have certain rights provided to you by The Securities Act (Saskatchewan) (the “Saskatchewan Act”) in the event of a misrepresentation. Where an offering memorandum, together with any amendment to it (in this part, collectively being referred to as an “offering memorandum”), sent or delivered to a purchaser contains a misrepresentation, a purchaser who purchases a security covered by the offering memorandum has, without regard to whether the purchaser relied on the misrepresentation, has the following rights of action: 1.rescission against the issuer or a selling security holder on whose behalf the distribution is made; or 2.damages against: (i) the issuer or a selling security holder on whose behalf the distribution is made; (ii) every promoter and director of the issuer or the selling security holder, as the case may be, at the time the offering memorandum or any amendment to it was sent or delivered; (iii) every person or company whose consent has been filed respecting the offering, but only with respect to reports, opinions or statements that have been made by them; (iv) every person who or company that, in addition to the persons or companies mentioned in (i) to (iii) above, signed the offering memorandum or the amendment to the offering memorandum; and (v) every person who or company that sells securities on behalf of the issuer or selling security holder under the offering memorandum or amendment to the offering memorandum. In addition, if there is a misrepresentation (as defined in the Saskatchewan Act) in any "advertising" or "sales literature" (as those terms are defined in the Saskatchewan Act) distributed in connection with a private placement offering and the purchaser is a resident of Saskatchewan, the purchaser has a statutory right to sue: 1.the issuer or a selling security holder of whose behalf the distribution is made; 2.every promoter or director of the issuer or selling security holder, as the case may be, at the time the advertising or sales literature was disseminated; and 3.every person who or company that, at the time the advertising or sales literature was disseminated, sells securities on behalf of the issuer or selling security holder in the offering with respect to which the advertising or sales literature was disseminated.

22. Subscriber Rights Furthermore, if there is a misrepresentation in any verbal statement made to a purchaser relating to the securities purchased and the verbal statement was made either before or contemporaneously with the purchase of the securities, the purchaser has a statutory right to sue the individual who made the verbal statement. Such rights of rescission and damages are subject to certain limitations and defences available to the issuer or other parties sued as more particularly set forth in the Saskatchewan Act. Time Limitations – If a purchaser intends to rely on the rights described above, the purchaser must do so within strict time limitations. The purchaser must commence the action for rescission within 180 days after the date of the transaction that gave rise to the cause of action. The purchaser must commence the action for damages within the earlier of: (i) one year after the purchaser first had knowledge of the facts giving rise to the cause of action; or (ii) or six years after the date of the transaction that gave rise to the cause of action. A purchaser that receives an amended offering memorandum also has the right to withdraw from the agreement to purchase the securities by delivering a notice to the person who or company that is selling the securities, indicating the purchaser's intention not to be bound by the purchase agreement. A purchaser must deliver the notice of withdrawal within two business days after receiving the amended offering memorandum. Statutory Rights of Action for Purchasers Resident in Manitoba This presentation could constitute an offering memorandum under Manitoba laws. In the event that this presentation is an offering memorandum, you will have certain rights provided to you by The Securities Act (Manitoba) (the “Manitoba Act”) in the event of a misrepresentation. When an offering memorandum contains a misrepresentation, a purchaser who purchases a security offered by the offering memorandum is deemed to have relied on the representation if it was a misrepresentation at the time of purchase and the purchase has: 1.a right of action for damages against: (i) the issuer; (ii) every director of the issuer at the date of the offering memorandum; and (iii) every person or company who signed the offering memorandum; and 2.a right of rescission against the issuer. If the purchaser chooses to exercise a right of rescission against the issuer, the purchaser has no right of action for damages against a person or company referred to above. Such rights of rescission and damages are subject to certain limitations and defences available to the issuer and other parties sued as more particularly described in the Manitoba Act. The Securities Act (Manitoba) also provides defences in addition to those summarized here. The amount recoverable cannot exceed the price at which the securities were offered under the offering memorandum. Additionally, in an action for damages, any defendant is not liable for all or any part of the damages that the defendant proves do not represent the depreciation in value of the security as a result of the misrepresentation. Time Limitations – If a purchaser intends to rely on the rights described above, the purchaser must do so within strict time limitations. The purchaser must commence the action for rescission within 180 days after the date of the transaction that gave rise to the cause of action. The purchaser must commence the action for damages within the earlier of: (i) 180 days after the purchaser first had knowledge of the facts giving rise to the cause of action; or (ii) or two years after the date of the transaction that gave rise to the cause of action. Statutory Rights of Action for Purchasers Resident in Ontario This presentation could constitute an offering memorandum under Ontario laws. In the event that this presentation is an offering memorandum, you will have certain rights provided to you by the Securities Act (Ontario) (the “Ontario Act”) in the event of a misrepresentation. Where an offering memorandum contains a misrepresentation, a purchaser who purchases a security offered by the offering memorandum has, whether or not the purchaser relied on the misrepresentation, the following rights: 1.right of action for damages against the issuer and a selling security holder on whose behalf the distribution is made; or 2.if the purchaser purchased the security from a person or company referred to above, the purchaser may elect to exercise a right of rescission against the person or company. If the purchaser exercises this right of recession, the purchaser ceases to have a right of action for damages against the person or company. Such rights of rescission and damages are subject to certain limitations and defences available to the issuer or other parties sued as more particularly set forth in the Ontario Act. Time Limitations – If a purchaser intends to rely on the rights described above, the purchaser must do so within strict time limitations. The purchaser must commence the action for rescission within 180 days after the date of the transaction that gave rise to the cause of action. The purchaser must commence the action for damages within the earlier of: (i) 180 days after the purchaser first had knowledge of the facts giving rise to the cause of action; or (ii) or three years after the date of the transaction that gave rise to the cause of action.

23. Contact Us Address 250 Shields Court #8 Markham, ON. L3R 9W7 Social Media LinkedIn/Pond Technologies Phone & Email (416) 287-3835 steve.m@pondtechnologiesinc.com

24. THANK YOU We appreciate your time and consideration! Please don’t hesitate to contact us with any comments or questions. We look forward to taking the first step in our journey together.