Mountain Valley MD Provides Notice of Redemption for Class “B” Non-Voting Shares. Common Shares Trading on CSE Unaffected

TORONTO, Dec. 07, 2022 (GLOBE NEWSWIRE) -- Mountain Valley MD Holdings Inc. (the “Company” or “MVMD”) (CSE: MVMD) (OTCQB: MVMDF) (FRA: 20MP) announces that it will redeem all issued and outstanding Class “B” Non-Voting Shares (the “Class B Shares”) of Mountain Valley MD Holdings Inc. (formerly Meadow Bay Gold Corp.). The Class B Shares are not listed for trading and are unrelated to the Company’s common shares, which trade on the Canadian Securities Exchange under the symbol “MVMD”.

Background:

On November 18, 2019, as announced at such time, and prior to the Company’s reverse takeover transaction in February 2020 (the “RTO”), the Company disposed of its shares of its subsidiary, Desert Hawk Resources Inc., to Casino Gold Corp (“Casino”). Casino issued 10,000,000 shares to the Company as payment. Thereafter, as a result of various business combinations and/or corporate actions completed by Casino or its affiliates, spin-offs or acquisitions, the Company received shares of 5 different public and private companies over time (the “Class B Investments”).

Prior to the completion of the RTO, the Company authorized the Class B Shares and issued one Class B Share for each common share held by shareholders of the Company prior to the RTO. The Articles of the Company setting out the special rights and restrictions attached to the Class B Shares provide that if the following occurs, the Company will redeem all of the outstanding Class B shares for an amount equal to the redemption price (the proceeds of sale less third-party expenses, and less applicable withholding taxes):

• the Company decides, by way of a director’s resolution to distribute the Class B Investments; or
• the Company completes the sale of all or any portion of the Class B Investments.

The Company has recently disposed of the Class B Investments by way of private agreement as well as in the public market, receiving proceeds of approximately $1,798,000 (the “Proceeds of Sale”). The Company has initiated the process of distributing the proceeds to the holders of Class B Shares (which are limited to those shareholders of the Company [when it was Meadow Bay Gold Corp.] prior to the RTO).