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

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TORONTO — 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.

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Unit Offering

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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.

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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.

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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.

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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.

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Shares for Debt Transactions

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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.

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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.

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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.

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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.

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ABOUT MOUNTAIN VALLEY MD HOLDINGS INC.

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

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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.

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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.

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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.

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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.