St. Marys Cement (Canada) Inc. Early Warning Press Release


TORONTO, Feb. 16, 2018 (GLOBE NEWSWIRE) -- St. Marys Cement (Canada) Inc. (the “Shareholder”) filed an early warning report (the “Early Warning Report”) advising of its direct acquisition of common shares (the “Common Shares”) of Pond Technologies Holdings Inc. (the “Issuer”).

On January 30, 2018, pursuant to the reverse takeover of Ironhorse Oil & Gas Inc. (“Ironhorse”) by Pond Technologies Inc. (“Pond”) by way of a three-cornered amalgamation (the “Transaction”), the Shareholder acquired an aggregate of 3,042,571 Common Shares, representing approximately 15.67% of the Common Shares issued and outstanding following completion of the Transaction on an undiluted basis.

Pursuant to the Transaction, Ironhorse issued an aggregate of 11,731,244 post-consolidated common shares in the capital of the Resulting Issuer (each, a “Common Share”) to the former shareholders of Pond (each, a “Pond Shareholder”), including the Shareholder. Prior to the closing of the Transaction, Ironhorse changed its name to “Pond Technologies Holdings Inc.”  Pursuant to the Transaction, each Pond Shareholder, including the Shareholder, transferred their Pond common shares (“Pond Shares”) to Ironhorse in exchange for one Common Share for each Pond Share held, and the convertible securities of Pond were exchanged for like securities of the Resulting Issuer, also on a 1 for 1 basis. Including Common Shares issued pursuant to a brokered equity financing completed by Pond concurrently with the closing of the Transaction (the “Financing”), upon closing of the Transaction, an aggregate of 19,414,430 Common Shares were issued and outstanding.

The above percentage is calculated based on 19,414,430 Common Shares issued and outstanding after giving effect to the Transaction and the Financing.  The Shareholder did not own any securities of the Issuer prior to the closing of the Transaction.

The Shareholder acquired the securities for investment purposes, and currently has no other plans or intentions that relate to or would result in any change to its investment in the Issuer.  However, depending on market conditions, general economic and industry conditions, trading prices of the Issuer’s securities, the Issuer’s business, financial condition and prospects and/or other relevant factors, the Shareholder may develop such plans or intentions in the future and, at such time, may from time to time acquire or dispose of securities of the Issuer.

A copy of the Early Warning Report can be obtained at www.sedar.com under the Issuer’s company profile.

Contact Name: Bill Asselstine

Title: Vice President

Telephone: 416-696-4414