Mountain Valley MD Holdings Inc. (the “Company” or
“MVMD”) (CSE: MVMD) (OTCQB: MVMDF) (FRA: 20MP) is pleased to
announce that it has executed an Amended and Restated Supply and
License Agreement (the “Agreement”) with Agrarius Corp.
(“AC”), a private US corporation, whereby it will, among
other things, acquire an exclusive licence to AC’s agricultural
plant signaling technology (the “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 & CEO 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 (the “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. MVMD and AC will share equally
in the guarantee such that MVMD 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 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’ impact to their
farming outputs."
Agreement Terms
Under the terms of the Agreement, in consideration for the
exclusive licence to be granted to MVMD in the Exclusive Territory
(the “Exclusive Licence’), the agreement to implement the
Performance Guarantee Program, and certain other terms management
believes to be improvements for MVMD (such as reduced wholesale and
retail pricing in support of broader market sales objectives), MVMD
has agreed to pay an aggregate one time license fee equal to USD
$1,325,000 (the “License Fee”). The License Fee will be paid
by the Company as follows, subject to the policies of the Canadian
Securities Exchange (the “CSE”):
- USD $1,085,000 (equal to CAD $1,475,600 based on a deemed
exchange rate of 1.36) will be paid in common shares of the Company
(the “Consideration Shares”) at a price of CAD $0.065 per
share; and
- USD $240,000 will be paid in cash (the “Cash
Consideration”).
The completion of the transaction will occur on or about May
1st, 2024 (or as otherwise agreed by MVMD 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, MVMD has agreed to make a prepaid inventory deposit
of USD $275,000 towards the Agrarius product that will be supplied
by AC for the Performance Guarantee Program, valued at USD $7.5
million retail if the Performance Threshold is met.
The Exclusive License will be subject to certain minimum
performance requirements that obligate MVMD to maintain a certain
number of clients per year engaged in discussions with MVMD 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 MVMD fails to satisfy
the requirements, MVMD will not automatically lose its Exclusive
License and MVMD 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 MVMD
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 plants’
“defense 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 ten to fifty percent 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
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 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.
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.
The Company's actual results could differ materially from those
anticipated in this forward-looking information as a result of
regulatory decisions, competitive factors in the industries in
which the Company operates, prevailing economic conditions, and
other factors, many of which are beyond the control of the
Company.
The Company is making forward-looking statements, including but
not limited to: the acquisition of the Exclusive License and the
related terms, such as the closing date; the payment of the Cash
Consideration and payment of the Consideration Shares and the terms
thereof, including the price and date of issuance, as well as hold
period, of the Consideration Shares; the implementation of the
Performance Guarantee Program and the terms thereof, including the
targeted clients and market; the prepaid inventory deposit and
related terms, such as retail value of the Agrarius product; the
minimum performance requirements and the implications of the
failure to satisfy such requirements; the right of first refusal
related to the Agrarius intellectual property; and Agrarius product
details, including intended effect.
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240424415034/en/
For further information: Dennis Hancock President and Chief
Executive Officer Mountain Valley MD Holdings Inc. Investor
Relations @ 647-725-9755 Email: info@mvmd.com www.MVMD.com
Grafico Azioni Mountain Valley MD (TG:20MP)
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