Mr. Dennis Hancock reports

MOUNTAIN VALLEY MD ANNOUNCES ACQUISITION OF EXCLUSIVE LICENSE FOR AGRARIUS, LAUNCH OF PERFORMANCE GUARANTEE PROGRAM

Mountain Valley MD Holdings Inc. has executed an amended and restated supply and licence agreement with Agrarius Corp. (AC), a private U.S. corporation, whereby it will, among other things, acquire an exclusive licence to AC's agricultural plant signalling technology in North America, Mexico, South America, Central America and the Caribbean (the exclusive territory), while retaining its global non-exclusive rights outside of the exclusive territory.

"Securing the exclusive rights to distribute and sell the Agrarius product in North and South America, Central America, Mexico, and the Caribbean is viewed as a tremendous accomplishment and a major milestone for MVMD," explained Dennis Hancock, president and chief executive officer of Mountain Valley MD. "We believe this strategic move not only positions us as a key player in the agricultural market but also allows us to open up intentional avenues for investment and growth to align tightly with our focus on increasing shareholder value."

The product that embodies the technology, known as Agrarius, is a certified organic product that is designed to be applied to agricultural crops to naturally increase yields, reduce fertilizer usage, and increase general resilience to pests and climate change.

Performance guarantee program

Additionally, the company is pleased to announce that, under the terms of the agreement and with the support of AC, it will implement a performance guarantee program, initially targeting farm operations in the United States, whereby the prospective client will be required to pay for the Agrarius product only after it has achieved a minimum agreed performance enhancement on the targeted crop (the performance threshold). The performance guarantee program is designed to demonstrate the believed disruptive nature of the Agrarius product, while limiting the risk of any financial investment by the prospective client and ensuring the desired outcome of yield improvement and increased plant health are achieved in line with compensation. Mountain Valley and AC will share equally in the guarantee such that Mountain Valley will not be required to pay AC for the Agrarius product until the performance threshold has been met.

"The performance guarantee program completely aligns our interests with those of our farming clients to ensure optimized crop performance while limiting the clients' risk in this unique pay-for-performance model," continued Mr. Hancock. "Introducing a new product based on aligned performance objectives and transparency within the industry we believe empowers farmers to embrace innovation and directly benefit from Agrarius's impact to their farming outputs."

Agreement terms

Under the terms of the agreement, in consideration for the exclusive licence to be granted to Mountain Valley in the exclusive territory, the agreement to implement the performance guarantee program and certain other terms management believes to be improvements for Mountain Valley (such as reduced wholesale and retail pricing in support of broader market sales objectives), Mountain Valley has agreed to pay an aggregate one-time licence fee equal to $1,325,000 (U.S.)). The licence fee will be paid by the company as follows, subject to the policies of the Canadian Securities Exchange:

• $1,085,000 (U.S.) (equal to $1,475,600 based on a deemed exchange rate of 1.36) will be paid in common shares of the company at a price of 6.5 cents per share;
• $240,000 (U.S.) will be paid in cash.

The completion of the transaction will occur on or about May 1, 2024 (or as otherwise agreed by Mountain Valley and AC), at which time the consideration shares will be issued and the cash consideration paid. The consideration shares will be subject to a hold period of six months from the date of issuance.

In addition, Mountain Valley has agreed to make a prepaid inventory deposit of $275,000 (U.S.) toward the Agrarius product that will be supplied by AC for the performance guarantee program, valued at $7.5-million (U.S.) retail if the performance threshold is met.

The exclusive licence will be subject to certain minimum performance requirements that obligate Mountain Valley to maintain a certain number of clients per year engaged in discussions with Mountain Valley or in trial(s) for the Agrarius product each year, as well as to invest a certain amount each year into the further development of the Agrarius line of business. In the event that Mountain Valley fails to satisfy the requirements, Mountain Valley will not automatically lose its exclusive licence and Mountain Valley and AC will instead engage in good faith negotiations for a minimum of 30 days to determine the appropriate remedy.

In the event that Agrarius considers a sale, transfer or assignment of any Agrarius intellectual property relating to the technology or the Agrarius product, the agreement provides Mountain Valley with a right of first refusal to acquire such rights for a minimum period of 60 days.

Agrarius product

The Agrarius product has been designed to activate a plant's defence mechanisms at the cellular level, without the actual stress factor. The intended effect of the product is that treated plants grow deeper roots and open up their foliage to optimize the effect of photosynthesis, thus increasing growth hormones, plant efficiency for water use and nutrients, decreasing the requirement of fertilizer where used, and increasing overall resistance to diseases and stressed climate conditions.

The Agrarius product has been tested across numerous major agricultural crops, and has demonstrated its ability to naturally increase crop yields from approximately 10 to 50 per cent or more depending on crop type, reduce fertilizer usage where used, and increase general resilience to pests and climate change forces such as drought.

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 signalling technology.

We seek Safe Harbor.