Mr. Dennis Hancock reeports

MOUNTAIN VALLEY MD ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT OF UNITS AND CONCURRENT SHARES FOR DEBT TRANSACTIONS

Mountain Valley MD Holdings Inc. has closed its previously announced non-brokered private placement offering of units for aggregate gross proceeds of $2-million and, concurrently, two share-for-debt transactions, in each case as described below. All aspects of the offering and the share-for-debt transactions closed as previously announced, except that the company completed the second share-for-debt transaction at a price of five cents per common share in accordance with applicable Canadian Securities Exchange policies.

"This financing represents an important step in strengthening our balance sheet and positioning MVMD for continued execution," commented Dennis Hancock, president and chief executive officer 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 million units at a price of 2.5 cents per unit for aggregate gross proceeds of $2-million. Each unit comprises one common share of the company and one common share purchase warrant. Each warrant is exercisable to acquire one common share at an exercise price of eight cents 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, 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 is equal to or greater than 12 cents for any 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 p.m. Toronto time on the date that is 45 days following such news release.

Net proceeds from the offering are expected to be used for general working capital purposes. The 2.5-cent 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 Aug. 15, 2026. No finders' fees were paid in connection with the offering.

Share-for-debt transactions

Concurrently with the offering, the company completed the share-for-debt transactions to settle an aggregate $485,000 in order to substantially eliminate the company's outstanding indebtedness and strengthen its balance sheet.

Pursuant to the share-for-debt transactions, the company issued an aggregate of 24,647,058 common shares to settle an aggregate of $485,000 in indebtedness. The first SFD transaction consisted of the issuance of 22,647,058 common shares at a price of 1.7 cents per common share to settle $385,000, with no warrants. The 1.7-cent 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 share-for-debt transaction consisted of the issuance of two million common shares at a price of five cents per common share to settle $100,000, with no warrants, in accordance with applicable CSE policies. The company completed the share-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 $385,000.

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

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.

Consistent with its vision toward "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 signalling technology is designed to be applied to crops to naturally increase yields, reduce fertilizer usage, and increase general resilience to pests and climate change.

We seek Safe Harbor.