Mountain Valley arranges offering, two debt settlements

Executive Summary

• Mountain Valley MD Holdings Inc. announced a strategic non-brokered private placement of units with aggregate gross proceeds of up to $2 million, intended for general working capital purposes.
• Concurrently, the company is executing two shares-for-debt transactions totaling $485,000 to settle outstanding indebtedness and strengthen its balance sheet.
• The unit offering consists of 80 million units at 2.5 cents each, comprising common shares and warrants exercisable at 8 cents, with potential acceleration clauses based on share price performance.

Key Details

• Unit Offering Structure:

  • Issuance of up to 80 million units.
  • Price: 2.5 cents per unit.
  • Composition: One common share and one common share purchase warrant per unit.
  • Warrant Terms: Exercisable to acquire one common share at an exercise price of 8 cents per share.
  • Warrant Duration: 12 months from issuance, subject to acceleration.
  • Acceleration Clause: Warrants may expire 45 days after a news release if the volume-weighted average price (VWAP) on the Canadian Securities Exchange (CSE) is equal to or greater than 12 cents for any 10 consecutive trading days.
  • Net Proceeds Use: General working capital purposes.
  • Closing Date: Expected in April 2026, subject to regulatory approvals (including CSE).
  • Resale Restrictions: Four-month-and-one-day hold period under Canadian securities laws.
  • Brokerage: Non-brokered; finders' fees may be paid.

• Shares-for-Debt (SFD) Transactions:

  • Total Settlement Amount: $485,000.
  • Purpose: To substantially eliminate outstanding indebtedness and strengthen the balance sheet.
  • Transaction 1:
    • Settlement Amount: $385,000.
    • Consideration: Common shares only (no warrants).
    • Price: 1.7 cents per common share.
    • Regulatory Note: Price reserved with CSE pursuant to CSE Policy 6.
  • Transaction 2:
    • Settlement Amount: $100,000.
    • Consideration: Common shares only (no warrants).
    • Price: 6 cents per common share.
    • Regulatory Note: Price reserved with CSE pursuant to CSE Policy 6.
  • Resale Restrictions: Four-month-and-one-day hold period under Canadian securities laws.

Notable Quotes

• None provided in the text.