Mr. Dennis Hancock reports

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

Mountain Valley MD Holdings Inc. intends to complete a strategic non-brokered private placement offering of units to biotech investors for aggregate gross proceeds of up to $2-million and, concurrently, two 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 million units at a price of 2.5 cents per unit. Each unit will be composed of one common share of the company and one common share purchase warrant. Each warrant will be 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 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 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 offering is expected to close in April, 2026, and is subject to applicable regulatory approvals, including approval of the CSE, as required. 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 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 finders' 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 $485,000 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 will result in the settlement of $385,000 and is expected to consist solely of common shares issued at a price of 1.7 cents per common share, 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 shares-for-debt transaction will result in the settlement of $100,000 and is expected to consist solely of common shares issued at a price of six cents 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 $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.

About Mountain Valley MD Holdings Inc.

Mountain Valley MD is building a world-class organization centred 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", Mountain Valley 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, Mountain Valley's work with Agrarius is focused on generating a positive impact on crop yields and reducing fertilizer usage.

Mountain Valley'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.

Mountain Valley'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.

Mountain Valley'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.