COMPANY OVERVIEW - Corporate Presentation (Jan 2018)ii

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COMPANY OVERVIEW - Corporate Presentation (Jan 2018)ii
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COMPANY OVERVIEW
    JANUARY 2018
COMPANY OVERVIEW - Corporate Presentation (Jan 2018)ii
Disclaimer                                      22

Certain information regarding Pond Technologies Holdings Inc. (“Pond”) included in
this presentation including management’s assessment of product pricing, timing of
capital expenditures and anticipated revenues and costs relating to the operations of
Pond constitutes forward-looking information. This information is subject to risks,
uncertainties and assumptions that may be difficult to predict. Actual results may
differ and the difference may be material. Readers are cautioned that any such
forward-looking information are not guarantees of future performance and that the
factors mentioned and other factors not mentioned may materially affect the
performance of Pond’s future operations. Furthermore, information presented herein
is dated at the time prepared and Pond does not undertake any obligation to update
publicly or to revise any of the forward-looking information, whether as a result of
new information, future events or otherwise, except as required by applicable
legislation.

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COMPANY OVERVIEW - Corporate Presentation (Jan 2018)ii
The Sustainability Gap                                          33

It’s no secret, human activities are unsustainable…

                                            www.companyname.com
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COMPANY OVERVIEW - Corporate Presentation (Jan 2018)ii
The Solution is Algae                                                      4

Algae literally built our world.   It is the source of all fossil fuels and is the foundation
of the food chain – perfect for fish, animals, and humans. It has essential nutrients
that are unavailable anywhere else on the planet. Pollution is it’s food. The challenge
has been to commercialize algae cultivation…
COMPANY OVERVIEW - Corporate Presentation (Jan 2018)ii
5
COMPANY OVERVIEW - Corporate Presentation (Jan 2018)ii
6

Pond represents a new era in sustainability. We’ve
commercialized algae’s inherent power to mitigate
pollution and nourish life on Earth.
COMPANY OVERVIEW - Corporate Presentation (Jan 2018)ii
Green Gold                                                                   7

SUPERFOOD                              POLLUTION ABATEMENT                      CLEAN ENERGY
Containing numerous well-documented    Algae feasts on the carbon dioxide and   Algae can be processed into products
health benefits, algae produced from   other pollutants found in industrial     that displace the use of petrochemicals,
food-grade CO2 can be used in high-    emissions, growing rapidly when paired   like biofuels and bioplastics. It is also
value nutraceutical products.          with optimal lighting conditions.        ideal for animal feeds and fertilizers.
COMPANY OVERVIEW - Corporate Presentation (Jan 2018)ii
Strategic Overview                                         8

Using a variety of CO2 feedstocks, Pond has developed proprietary photobioreactors
and control systems that enable revenue generation from multiple sales channels
and algae products.

              Nutraceuticals
            Pond uses clean CO2 sources to grow algae for high-value food additives
            such as astaxanthin, chlorella, and spirulina

                      We own and operate the production facility and sell the product

              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

                      We sell proprietary equipment and license our technology to
                      industrial emitters
COMPANY OVERVIEW - Corporate Presentation (Jan 2018)ii
Nutraceuticals Channel                   9

 We own and operate the production facility and sell the product

  Animal/Aquaculture Feed

Direct to large manufacturers

  Human Health Supplements

Direct to distributors

Direct to manufacturers

Branded ‘Pond Organics’
product to end users
COMPANY OVERVIEW - Corporate Presentation (Jan 2018)ii
Pollution Abatement Channel                                                   10

 We sell proprietary equipment and license our technology to industrial emitters

      Proprietary Photobioreactor & Control Systems

Direct to industrial emitters

To heat and power plants

‘End-of-pipe’ solution
Our proprietary photobioreactors are unlike anything else in the world. They require only as
much space as a parking spot, and connect directly to industrial smoke stacks, turning pollution
feedstock into algae!
Why Our Platform?                                        11
                                                                                      11

            WE GROW ALGAE FASTER THAN NATURE DOES
            Pond controls the growth environment, using ultra efficient,
            proprietary LED light engines, with integrated control circuitry unlike
            any other on Earth. This greatly accelerates the natural process of
            photosynthesis.

            TRADITIONAL PRODUCTION METHODS ARE TOO COSTLY
            Unlike the competition, Pond has created an industrial platform. The
            large land area required and exposed environmental conditions in
            traditional approaches result in low harvests and high production costs
            —we’ve isolated and optimized all the variables.

            KEY PARTNERSHIPS
            We were selected by the National Research Council of Canada as sole
            technology partner for their flagship $37MM Algae Carbon
            Conversion Program. Pond has also partnered with Votorantim
            Cement North America, US Steel Canada, Stelco, and Markham
            District Energy.

            SIGNIFICANT GOVERNMENT SUPPORT & FUNDING
            We have received over $8.5 million in support from various Canadian
            government programs as well as the Asia Pacific Partnership,
            demonstrating federal and global enthusiasm for our technology.

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12
                                                       ALGAE PRODUCTION:
                                                          T H E O L D W AY
                                                •   Uncontrolled
                                                •   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

      P O N D ’ S P L AT F O R M :
        T H E B E T T E R W AY

•   Fully controlled
•   Contaminant-free production
•   High Harvest Rate (1-2g/L/day)
•   300 times less land required – we fit the
    productivity of football field-sized open
    system into a parking space
•   Scalable bioreactors can be located
    anywhere – close to market
Validation & Partnerships   13
Our Complete Algae Platform                                                         14

                             We optimize growth                                      The algae is sold as
                               conditions using                                      biofuels, bioplastics,
                            proprietary lighting and                               animal feeds, fertilizers,
                            computer algorithms to                                    and nutraceutical
                               maximize output                                           supplements

                            POND PHOTOBIOREACTOR                                          PRODUCTS

   CARBON FEEDSTOCK                                           PURE ALGAE

We harvest carbon dioxide                                We derive pure algae
from industrial emissions                                  which can then be
     or bottled CO2                                    processed into marketable
                                                               products
Algae Product Markets              15

LAND RECLAMATION
USD/YEAR GLOBAL MARKET

                         $122B

BIOFUELS
USD/YEAR GLOBAL MARKET

                                            $246B

NUTRACEUTICALS               Up to $160,000/tonne
USD/YEAR GLOBAL MARKET

                                                    $278B

ANIMAL FEEDS
USD/YEAR GLOBAL MARKET

                                                            $400B
Nutraceuticals: Algae for your Health                                                                          16

                                                                                                                      REDUCES
        FIGHTS CANCER
                                                                                                                  CHOLESTEROL

        PROMOTES                                                                                                    PROMOTES
        SKIN HEALTH                                                                                                 EYE HEALTH

        PROMOTES                                                                                                      PREVENTS
        HEART HEALTH                                                                                            BLOOD CLOTTING

        KILLS DANGEROUS                                                                               REDUCES INFLAMMATION
        BACTERIA/FUNGI

                          Astaxanthin                                             Spirulina & Chlorella
Dubbed the “King of Carotenoids”, this powerful antioxidant is    Spirulina and Chlorella are both forms of algae which provides an
responsible for turning salmon, crab, lobster, and shrimp flesh   extremely potent and well-balanced nutrient profile. Excellent for
pink. It has broad health implications for humans, and unlike     helping the body detoxify, assisting with a     strong immune
other antioxidants, astaxanthin never becomes pro-oxidant in      system, and rounding out a well-balanced diet.
the body.
Global Nutraceutical Markets                              17

       Chlorella                        $140MM

2014   Spirulina                             $200MM

       Astaxanthin                                                 $447MM

       Chlorella                        $170MM +21%

2020   Spirulina                           $240MM +20%

       Astaxanthin                                                 $1.1B +246%

                     POND OPPORTUNITY                     2020

                      +191%                      2014
                                                 $787MM
                                                          $1.51B
Nutraceutical Revenue Model                                   18

5 YEAR REVENUE TARGET        GROSS MARGIN     CASH FLOW POSITIVE

  $99MM                        80%              18 months
BIOREACTOR SIZE              CAPEX/UNIT             OPERATING COSTS/YEAR/UNIT

  65,000L                      $1.6MM                   $600K
     (approx. 1 Shipping
     container)

                                Astaxanthin    Chlorella           Spirulina
 Price per tonne                  $160,000      $25,000            $15,000

 Revenue per bioreactor           $3.8 MM       $1.2 MM            $0.9 MM

 # of bioreactors                    18            14                 14

 Target revenue in 5 years        $69.1 MM     $16.8 MM            $12.6 MM
Pollution Abatement:                                Pond’s technology at work:
                                                          St. Mary’s Cement—St. Mary’s, Ontario.                 19

         GHG Utilization
v Global industrial greenhouse gas emissions are a
  multi-billion dollar market

v Governments are mandating carbon management

v Technology advantage—can be deployed anywhere,            For St Mary’s Cement and our parent company,
  generating free cash flow                                 Votorantim Cimentos, this collaboration with Pond
                                                            Technologies and the National Research Council of
v Strong IP protection                                      Canada advances our goals of product innovation
                                                            and sustainable development, while strengthening
v First commercial carbon abatement project                 our position as a leader in the building materials
  commencing at Stelco’s Lake Erie Works steel mill, Q4     sector.
  2017

v Signed MOU with SNC Lavalin as a                          Filiberto Ruiz, President and CEO, Votorantim
 strategic world-wide project partner                       Cimentos, North America

Massive opportunity:

 → 10,000+ large CO2 emitters in NA

 → 3 billion+ tonnes CO2 available

 → A trillion+ USD+ potential market
Financial Forecast             $millions
                                                                     20

                                                              160

        Nutraceuticals Revenue
                                                              140
        GHG Revenue

        EBITDA                                                120

                                                              100
                                                 $89.2

                                                              80

                                                              60
                                         $47.9

                                                              40

                                 $14.5
                                                              20

-$1.6            $3.1
                                                              0
2017             2018             2019    2020   2021
Sales Pipeline – Combined Heat &                                                              21

                             Power(CHP)
Pond has executed an agreement with Markham District Energy (MDE) to host our first commercial
nutraceutical algae plant:

•   In stage one of the project, Pond will earn $5MM in revenue from three bioreactors
•   Pond is projecting as many as 30 additional bioreactors to be housed on site in subsequent stages– over
    $50MM in revenue
•   MDE is providing a site close to Pond’s Head Office, 25,000 sq ft, well serviced, with three CO2 sources
•   The MDE agreement includes a joint global marketing initiative for Pond’s technology to other district
    energy providers through the International District Energy Association, over 2,200 members in 26
    countries in the association - a ready sales and marketing channel

Greater Sudbury Utilities have executed a contract with Pond for the first stage in developing a full plant:

•   Step one is a feasibility study to define the project size
•   Initial estimates for the project are $15-$20MM for the algae facility

Pond has been approached by a number of other small utilities, and will generate repeatable sales with this
model in the CHP vertical
IP Portfolio                                               22

            9                        Algae
                                    Platform
                                                                  Patents
16   Active                        Protection
                                                                  Pending
   US Patents

9 US patents in process,        Modulation patents             Equipment related patents
with more than 3x more          protect flow of stack gas –    to cover new equipment
patents filed                   crucial for industrial algae
internationally                 growth
                                Dilution patents protect       Advanced process patents
Patents granted to date
                                mixing of stack gas
include 4 US, 1 European, 1
Taiwanese, and 1 Chinese,       Adaptive control system
with additional new             that predicts optimum
provisional filings adding to   harvest rates based on
the portfolio                   growth

Potential for 5+ additional     IP Portfolio allows Pond to
equipment-related US            own the space
patents on new
technologies
Pond Capital Structure             23

        Shareholders               Shares

Management / Founders               5,379,686

St. Mary’s Cement                   3,042,572

Other                              10,992,172

Issued and Outstanding:            19,414,430

Options @ $2.00 / share             1,097,500

Warrants @ $2.50 - $3.00 / share    5,792,575

Fully Diluted Shares:              26,292,005
Management & Board                                                                                       24

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 Skoll BASc/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
Management & Board                                                                                       25

    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
Key Advisors                                                                               26

KEVIN ANDRADE
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 Tory’s 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.
Contact Us                                                     27

Address                Phone & Email                     Social Media
250 Shields Court #8   (416) 287-3835                    LinkedIn/Pond Technologies
Markham, ON. L3R 9W7   steve.m@pondtechnologiesinc.com
28

          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.

                 www.hamptonfinancialcorp.com
       © 2016 Hampton Financial Corporation. All Rights Reserved.
Appendix: Financial Forecast                                                                            29

                                     Overview'Forecast
                                     (CDN$&millions)                                    'Forecast                                Total
                                                                              2017     2018      2019      2020      2021      5'Years
         Comments                    Pollution'Abatement'and'R&D
                                        Revenue                                   &2     5.7     16.4       31.4      50.7       104.2
                                        Cost&of&goods&sold                        &2   (3.3)     (9.4)    (18.1)    (29.2)      (59.9)
Does not include any cashflow from      R&D&&&operating&costs                 (2.3)    (3.2)     (3.8)     (4.5)     (5.1)      (19.0)
producing oil asset                     Government&funding&&&fees               0.8      1.4       0.8       0.8       0.8         4.6
                                                                              (1.6)      0.6       3.9       9.6      17.2        29.9
                                     Nutraceuticals
Assumes $6.5 million RTO               Revenue                                    &2     4.1     15.7       57.0     104.7       181.6
concurrent financing in Q4 2017        Pre2production&costs                       &2   (0.3)         &2        &2         &2      (0.3)
                                       Operating&fixed&&&variable                 &2   (1.2)     (4.6)    (16.5)    (30.4)      (52.7)
                                       Sales,&marketing&&&shipping                &2   (0.2)     (0.6)     (2.3)      (2.4)       (5.4)
Model assumes no further equity
                                                                                  'H     2.5     10.5       38.2      72.0       123.3
raises                                     Net'Operating'Cash'FlowHEBITDA''   (1.6)      3.1     14.5       47.9       89.2      153.1

                                     Investing'Activities
Positive EBITDA projected in 2018       Capitalized&patents&&&IP              (0.2)    (0.2)     (0.2)     (0.2)     (0.2)       (1.0)
                                        Capital&expenditures
                                        &&&Nutraceuticals                         &2   (6.7)    (12.6)    (31.6)    (31.5)      (82.5)
                                        &&&Pollution&abatement                (0.3)    (0.3)     (0.3)     (0.3)     (0.4)       (1.6)
$153 million EBITDA projected over
                                                                              (0.5)    (7.2)    (13.2)    (32.2)    (32.1)      (85.1)
the 5 year period
                                     Financing
                                        Share&Issuance&net&of&issue&costs       7.1        &2        &2        &2         &2       7.1
                                        Loan&repayments                       (2.1)    (0.4)     (3.8)     (0.2)          &2     (6.5)
                                        RTO&parent&advances                       &2     3.0       2.0         &2         &2       5.0
                                                                                5.0      2.6     (1.8)     (0.2)          'H       5.5

                                     Increase/(Decrease)'In'Cash'               2.9    (1.5)     (0.5)      15.5      57.1       73.5
                                        Carryforward'Cash'Balance               3.4     1.9       1.4       16.9      74.0
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