Mountain Valley MD Announces Strategic Non-Brokered Private Placement of Units and Concurrent Shares for Debt Transaction

TORONTO--(BUSINESS WIRE)-- THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Mountain Valley MD Holdings Inc. (the “Company” or “MVMD”) (CSE: MVMD) (OTC: MVMDF) announces that it intends to complete a strategic non-brokered private placement offering of units to bio-tech investors for aggregate gross proceeds of up to CAD $2,000,000 (the “Offering”) and, concurrently, two shares for debt transactions (each, a “Shares for Debt Transaction”, collectively the “Shares for Debt Transactions”), in each case as described below.

Unit Offering

Under the terms of the Offering, the Company intends to issue up to 80,000,000 units (each, a “Unit”) at a price of CDN $0.025 per Unit. Each Unit will be comprised of one common share of the Company (each, a “Common Share”) and one common share purchase warrant (each, a “Warrant”). Each Warrant will be exercisable to acquire one Common Share at an exercise price of CDN $0.08 per share for a period of 12 months from the date of issuance, subject to acceleration as described below. The Company expects to complete the Offering for the full amount.

The Company may, in its sole discretion, accelerate the expiry of the Warrants if the volume-weighted average price of the Common Shares on the Canadian Securities Exchange (“CSE”) is equal to or greater than $0.12 for any ten (10) consecutive trading days. In such event, the Company will be entitled to issue a news release announcing the accelerated expiry date, and the Warrants will expire at 5:00 p.m. (Toronto time) on the date that is forty-five (45) days following such news release.

Net proceeds from the Offering are expected to be used for general working capital purposes. The Offering is expected to close in April 2026 and is subject to applicable regulatory approvals, including approval of the CSE, as required. The CDN $0.025 price per Unit was approved by the CSE pursuant to CSE Policy 6 at the time the price was reserved.

Securities issued pursuant to the Offering will be subject to applicable resale restrictions, including a four-month and one day hold period under Canadian securities laws. The Offering is non-brokered, however the Company may pay finder’s fees in connection with the Offering in accordance with applicable securities laws and the policies of the CSE.

Shares for Debt Transactions

Concurrently with the Offering, the Company expects to complete the Shares for Debt Transactions to settle an aggregate CDN $485,000 in order to substantially eliminate the Company’s outstanding indebtedness and strengthen its balance sheet, subject to applicable approvals, including CSE acceptance.

One Shares for Debt Transaction (the “First SFD Transaction”) will result in the settlement of CAD $385,000 and is expected to consist solely of common shares issued at a price of CDN $0.017 per common share, with no warrants. The CDN $0.017 price per common share for the First SFD Transaction was approved by the CSE pursuant to CSE Policy 6 at the time the price was reserved The second Shares for Debt Transaction will result in the settlement of CAD $100,000 and is expected to consist solely of common shares issued at a price of CDN $0.06 per common share, with no warrants. The Company is completing the SFD Transactions in two tranches, as the price previously reserved with the CSE for the First SFD Transaction was limited to a maximum settlement amount of CAD $385,000.

Any securities issued in connection with the Shares for Debt Transactions will be subject to applicable resale restrictions, including a four-month and one day hold period under Canadian securities laws.

THIS NEWS RELEASE DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT. THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, “U.S. PERSONS” (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE ISSUER DOES NOT INTEND TO REGISTER ANY PORTION OF THE OFFERING IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.

ABOUT MOUNTAIN VALLEY MD HOLDINGS INC.

Mountain Valley MD is building a world-class organization centered around the implementation, licensing and reselling of key technologies and formulations:

• patented Quicksome™ oral formulation and delivery technologies,
• patented Quicksol™ solubility formulation technology
• licensed product reseller of Agrarius™, a novel agricultural plant signaling technology

Consistent with its vision towards “More Life”, MVMD applies its owned and licensed technologies to its work for advanced delivery of molecules for human and husbandry animal applications, including the development of products for pain management, weight loss, energy, focus, sleep, anxiety, and more. Additionally, MVMD’s work with Agrarius is focused on generating a positive impact on crop yields and reducing fertilizer usage.

MVMD’s patented Quicksome™ technology utilizes proprietary formulations and stabilizing molecules to encapsulate and formulate active ingredients into highly efficient product formats. The result is a new generation of product formulations that could be capable of delivering nutraceutical and drug molecules into the body faster, with greater impact, efficiency and accuracy.

MVMD’s patented Quicksol™ technology covers all highly solubilized macrocyclic lactones that could be effectively applied in multiple viral applications that could positively impact human and animal health globally.

MVMD’s licensed Agrarius™ agricultural plant signaling technology is designed to be applied to crops to naturally increase yields, reduce fertilizer usage, and increase general resilience to pests and climate change.

For more Company information and contact details, visit www.MVMD.com.

SOURCE: Mountain Valley MD Holdings Inc.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements contained in this news release may constitute forward-looking information. Forward-looking information is often, but not always, identified by the use of words such as “anticipate”, “plan”, “estimate”, “expect”, “may”, “will”, “intend”, “should”, and similar expressions. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information.

The Company's actual results could differ materially from those anticipated in this forward-looking information as a result of, among other things: the ability of the Company to complete the Offering and the Shares for Debt Transaction on the terms described herein or at all; the timing of closing(s); the receipt of required regulatory and exchange approvals, including CSE acceptance; market conditions; investor demand; the availability of debt settlement counterparties and the final amount of debt to be settled; and other factors, many of which are beyond the control of the Company. The Company is making forward-looking statements, including but not limited to: the terms and completion of the Offering and the Shares for Debt Transactions; the expectation that the Company will complete the Offering for the full amount; the anticipated gross proceeds of the Offering and the use of proceeds therefrom; the timing of closing of the Offering (including one or more tranches); the receipt of all required regulatory and exchange approvals; the potential payment of finder’s fees; the potential acceleration of the expiry of the Warrants and the timing thereof; and the anticipated effects of the Shares for Debt Transactions on the Company’s balance sheet, including the reduction or substantial elimination of outstanding indebtedness.

The Company believes that the expectations reflected in the forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking information should not be unduly relied upon. Any forward-looking information contained in this news release represents the Company's expectations as of the date hereof and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required by applicable securities legislation.

Neither the CSE nor OTC has reviewed or approved the contents of this press release.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260331915864/en/

For further information:



Dennis Hancock

President and Chief Executive Officer

Mountain Valley MD Holdings Inc.

Investor Relations @ 647-725-9755

Email: info@mvmd.com

www.MVMD.com

Source: Mountain Valley MD Holdings Inc.