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

TORONTO--(BUSINESS WIRE)--Mountain Valley MD Holdings Inc. (the “Company” or “MVMD”) (CSE: MVMD) (OTC: MVMDF) announces that it has closed its previously announced non-brokered private placement offering of units for aggregate gross proceeds of 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. All aspects of the Offering and the Shares for Debt Transactions closed as previously announced, except that the Company completed the second Shares for Debt Transaction at a price of CDN $0.05 per common share in accordance with applicable Canadian Securities Exchange (“CSE”) policies.

“This financing represents an important step in strengthening our balance sheet and positioning MVMD for continued execution,” commented Dennis Hancock, President and CEO of MVMD. “We are pleased to have support from predominantly new investors who recognize the unique value of our technologies and the progress being made across our core business.”

Unit Offering

Under the terms of the Offering, the Company issued 80,000,000 units (each, a “Unit”) at a price of CDN $0.025 per Unit for aggregate gross proceeds of CAD $2,000,000. Each Unit is comprised of one common share of the Company (each, a “Common Share”) and one common share purchase warrant (each, a “Warrant”). Each Warrant is 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 Offering included certain new investors with relevant industry experience and a long-term interest in the Company and its technology (referred to as “strategic” investors), which the Company believes further strengthens its shareholder base. These investors participated on the same terms as all other subscribers.

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 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 are subject to applicable resale restrictions, including a four-month and one day hold period under Canadian securities laws expiring on August 15, 2026. No finder’s fees were paid in connection with the Offering.

Shares for Debt Transactions

Concurrently with the Offering, the Company completed 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.

Pursuant to the Shares for Debt Transactions, the Company issued an aggregate of 24,647,058 common shares to settle an aggregate of CAD $485,000 in indebtedness. The First SFD Transaction consisted of the issuance of 22,647,058 common shares at a price of CDN $0.017 per common share to settle CAD $385,000, 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 consisted of the issuance of 2,000,000 common shares at a price of CDN $0.05 per common share to settle CAD $100,000, with no warrants, in accordance with applicable CSE policies. The Company completed the Shares for Debt 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.

Securities issued in connection with the Shares for Debt Transactions are subject to applicable resale restrictions, including a four-month and one day hold period under Canadian securities laws expiring on August 15, 2026.

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.

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.

Forward-looking information in this news release includes, among other things, statements regarding the anticipated use of proceeds from the Offering and the Company’s future plans, operations and performance. Statements regarding the expected use of proceeds are based on management’s current intentions and are subject to change depending on, among other things, future operating requirements and the availability of alternative sources of financing. The Company’s actual results could differ materially from those anticipated in such forward-looking information as a result of, among other things, general economic, market and business conditions, and other factors, many of which are beyond the control of the Company.

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.