Mountain Valley MD : Q1 Management Discussion and Analysis

MOUNTAIN VALLEY MD HOLDINGS INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS (QUARTERLY HIGHLIGHTS)

FOR THE THREE MONTHS ENDED JUNE 30, 2022

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

The information presented in this Management's Discussion and Analysis - Quarterly Highlights ("MD&A") contains statements with respect to Mountain Valley MD Holdings Inc. ("Company") concerning future results, future performance, intentions, objectives, plans and expectations that are, or may be deemed to be, "forward-looking statements" or "forward-looking information" (collectively "forward-looking statements") as those terms are used in securities laws applicable in Canada.

These forward-looking statements include, but are not limited to, factors that may affect our ability to achieve our objectives and to successfully develop and commercialize our assets, including but not limited to the Company's intellectual property assets. Such forward-looking statements include but are not limited to those with respect to: the ability to advance the Company's business plan effectively; the ability to keep pace with developments in similar industries and remain competitive; the ability of the Company to develop or continue to develop existing technologies and new technologies; the Company's plan and business model to develop its technologies to the point where they appeal to third parties for purposes of licensing or otherwise; the timelines and costs associated with the Company's significant projects and other development activities, and the ability of the Company to finance the associated costs; the Company's plans and intentions with respect to its investments and its ability to execute on such plans; the engagement of a manufacturer/production partner and the services to be provided by such third party, and the impact of the strategy to engage such third party on the business of the Company; the type and timing of products to be brought to market by MVMD's licensees; the intention and timing of the Company to seek legal or other professional advice with respect to its planned activities; activities related to oncology, the impact on such therapies resulting from the application of the Company's technology, the development of the program and related next steps and costs and the dependence of the development on future licensees; the reliance on third party suppliers and service providers, including contract research organizations (CROs); the ability to protect and enforce intellectual property and related rights, including but not limited to patents, trademarks and trade secrets; the ability to manage human resources effectively and the retention of skilled management and personnel; the ability to manage key suppliers effectively; the ability to test and implement MVMD's proprietary technologies, the variety of health and wellness applications, and impact thereof; the ability to navigate regulatory requirements and regimes in a timely and cost-effective manner or at all; and events described in this MD&A, which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

The reader should verify all claims and do their own due diligence before investing in any securities mentioned or implied in this document. Investing in securities is speculative and carries a high degree of risk.

These statements are based on management's current expectations and are subject to a number of uncertainties and risks that could cause actual results to differ materially from those described in the forward-looking statements. Forward-looking statements are based on management's current plans, estimates, projections, beliefs, and opinions and we do not undertake any obligation to update forward-looking statements should the assumptions related to these plans, estimates, projections, beliefs and opinions change, except as required by law.

The Company is not making any express or implied claims that its product(s) or intended product(s) has or have the ability to eliminate, cure or contain any virus, ailment or other medical condition.

1

Management Discussion and Analysis - Quarterly Highlights

This Management Discussion and Analysis - Quarterly Highlights ("MD&A") have been prepared in compliance with the requirements of section 2.2.1 of Form 51-102F1 - Management Discussion and Analysis, in accordance with National Instrument 51-102 - Continuous Disclosure Obligations. It is intended to help the reader understand the Company's financial statements. The statements are provided for the purpose of reviewing the first quarter of fiscal 2023, as well as the 2022 fiscal year, and comparing results to the previous period. The MD&A should be read in conjunction with the Company's audited consolidated financial statements and corresponding notes for the fiscal years ending March 31, 2022 and 2021, and the unaudited interim consolidated financial statements for the three months ended June 30, 2022.

The results for the period ended June 30, 2022, are not necessarily indicative of the results that may be expected for any future period. Information contained herein is presented as at August 22, 2022 unless otherwise indicated.

The financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS"). All monetary amounts are expressed in Canadian dollars.

The following comments may contain management estimates of anticipated future trends, activities, or results. These are not a guarantee of future performance, since actual results could change based on other factors and variables beyond management control.

The management of the Company is responsible for the preparation and integrity of the financial statements, including the maintenance of appropriate information systems, procedures, and internal controls and to ensure that information used internally or disclosed externally, including the financial statements and MD&A, is complete and reliable. The board of directors of the Company follow recommended corporate governance guidelines for public companies to ensure transparency and accountability to shareholders.

The audit committee of the Company meets with management quarterly to review the financial statements including the MD&A and to discuss other financial, operating and internal control matters.

The reader is encouraged to review the Company's statutory filings on www.sedar.com.

BUSINESS OVERVIEW

Company Purpose and Mission: The Company operates under the overarching purpose of "More Life", with the belief that every human, husbandry and companion animal, no matter who they are or where they live, deserves to lead their best life, free from the tragedies of disease. The Company's mission is to solve some of the world's leading health and wellness problems through novel innovations that improve the administration, efficacy and safety of new and existing medicines, therapies, and nutraceuticals.

Company Information: The Company is a publicly traded health and wellness company that commenced trading on the CSE under the symbol "MVMD.CN" in March of 2020 and on the OTCQX Best Market ("OTCQX") under the symbol "MVMDF." The Company operates through its wholly-owned subsidiary, Mountain Valley MD Inc. The address of the Company's head office and principal place of business is 260 Edgeley Boulevard, Unit 4, Concord, Ontario, Canada, L4K 3Y4.

Strategic Intent: The Company's strategic intent is to develop, implement and license key molecules and patented

technologies to global pharmaceutical, vaccine and nutraceutical partners: currently a) patented Quicksome™ drug formulation and delivery technology, and b) patented Quicksol™ solubility formulation and delivery technology. The Company's plan and current activities are to explore and evaluate the most feasible avenues for the further development and commercialization of its intellectual property assets, which are further described below. This includes conducting pre-clinical trials to confirm, expand or abandon scientific hypotheses in how the Company's technologies would improve the efficacy and/or safety of key molecules. The Company's current primary business objective is to develop its owned scientific assets to a point where they are valuable to third parties, with the most likely and preferred path to commercialization being the entry into strategic licensing or similar agreements or arrangements. Notwithstanding the foregoing, MVMD has also taken measures to secure relationships with third- party manufacturers to allow the Company to assist potential licensees or similar entities with their production requirements and to fulfil direct-to-market and reseller orders in the future. The Company is also working on a patent- pending dose-sparing adjuvant technology, however, this is currently in the early development stages and a path to commercialization has not been established.

2

Intellectual Property: The Company acquired a portfolio of intellectual property assets, including patents, trademarks and trade secrets, in December 2019, from a private corporation owned in part by the inventor of the assets. Concurrently with the acquisition, the inventor was engaged as a consultant to assist in the transition of the intellectual property assets and drive novel science invention and development. The Company extensively protects its trade secrets and formulations, maintains its patent portfolio, and extensions, and anticipates ongoing filings to continue to protect its intellectual property which it believes is the core of its value proposition for future licensing agreements.

Patented Technologies

The Company's primary technologies are used or intended to be used in or for applications that seek to improve the administration, efficacy and safety of new and existing medicines, therapies, and nutraceuticals.

• The Company's patented Quicksome™ technology utilizes proprietary formulations and stabilizing molecules to encapsulate and formulate active ingredients into highly efficient product formats that are delivered sublingually or that could be applied to novel applications to address cold chain distribution challenges. The result is a new generation of product formulations that, if successfully commercialized, could enable new supply chain methods and enhance the efficacy and safety of vaccines, pharmaceuticals and nutraceuticals.
• Quicksol™ is the Company's patented solubilization technology, which has been developed to provide solubilized drug delivery options. Currently and to date, the Company has applied the Quicksol™ solubilization technology to the macrocyclic lactone class of anti-parasitic drugs, where the Company's proprietary solubilization techniques, which use no harmful organic solvents, have been initially applied to the drugs ivermectin and Selamectin, which, if successful in pre-clinical trials, could be effectively applied in oncology and multiple anti-viral,anti-bacterial and anti-parasitic applications that could positively impact human and animal health globally.

Research and Development - Significant Projects: The Company is working on various research and development projects with the intention of researching, evaluating, and where feasible upon sufficient results, developing with the intention to license and commercialize, various applications for its technology. The Company's primary application of its owned technology is focused on the pharmaceutical and nutraceutical industries. MVMD's current licensing agreements are for nutraceutical uses, while the other significant projects currently in progress are for pharmaceutical uses across human and animal applications.

Licensing Agreements: To date, the Company has entered into two licensing agreements for its Quicksome™ technology, one in the functional mushroom industry and one in the cannabis industry.

Investments: The Company currently owns interests (non-controlling and with no significant influence) in certain publicly traded and privately held corporations, both in and outside of Canada.

OPERATIONAL HIGHLIGHTS FOR AND SUBSEQUENT TO FIRST QUARTER 2023 FY

Licensing

Following evaluation of North American GMP manufacturing options for MVMD's nutraceutical product strategy, the Company has formally entered into a license agreement with its selected third-party lead production partner in the United States. The Company's strategy has been to secure its lead manufacturing partner as a licensee, who will in turn produce nutraceutical products based on or embodying MVMD's proprietary technologies for third parties approved by and who have an agreement with MVMD. The Company believes this strategy will help to ensure product quality, support the ability to scale production, streamline the audit process for royalty agreements, and provide the necessary protection of its technology and trade secrets versus having numerous licensed partners each replicating the manufacturing process for their own products.

Over the past several months, MVMD has been working closely with its production partner on final formulations, final product applications and production scale requirements. It is anticipated that MVMD's production partner will be capable of full commercial scale GMP product manufacturing that embodies the MVMD's proprietary Quicksome™ technology in the fourth calendar quarter of 2022.

3

Securing the lead manufacturer and finalizing the scaled GMP production environment aligns with MVMD's anticipated increased business development efforts in the latter half of calendar 2022 to secure additional nutraceutical licensing partnerships.

Circadian Wellness Update. The Company has been working closely with Circadian Wellness Corp. ("Circadian"), on of its two current tlicensees, on proprietary formulations for mushroom-infused products that achieve an increase in overall molecule efficacy with the Company's Quicksome™ technology applied across a variety of rapid dissolve sublingual and dermal products. Circadian has communicated to the Company that they are finalizing its product plans and go-to-market strategy for a broad line of naturally derived mushroom products that will be distributed initially in North America and possibly expanded globally in future phases. The initial work includes mushroom-infused sublingual sleep and energy products and a pain management cream. Although outside of MVMD's control, it is anticipated that Circadian will be introducing its first consumer products, including those that embody MVMD's technology, for sale in the United States in the latter half of 2022 calendar year under its EONS brand.

Research and Development Work - Significant Projects

Significant projects the Company is working on as of the date of this MD&A are outlined below, however, the Company continues to explore potential applications for its technologies, which may result in the addition of new projects, changes to existing projects, or the abandonment of projects which are not expected to be feasible in the Company's view. As of the date of this MD&A, management anticipates having sufficient funds to finance the activities set out below, as currently contemplated, as well as excess funds for the current exploration of additional potential projects.

Oncology. The Company's oncology program is currently in the pre-clinical phase, where MVMD is testing hypotheses and exploring its technology in this area.

The Company is currently working on developing a publication on its completed oncology studies and is evaluating the future development program required to further understand the value of the Quicksol™ technology in this space and its broader approach to oncology research and development. The Company expects to have a decision on a path forward by the end of calendar 2022 with related timelines and budgets established.

In April 2022, the Company was granted a Patent for 'Novel Injectable, Infusable, Instillable Ivermectin Adjuvant for Cancer Therapies' for its solubilized ivermectin (Soluvec™). The issuance of this patent is believed to verify the novel approach of MVMD's technology as applied to potential cancer types that the Company is exploring and assists in safeguarding the invention in support of potential commercial value in the future as the technology is assessed and progresses through any future potential trials. MVMD is also reviewing additional pre-clinical models to explore combinations of its patented Soluvec™ with existing chemotherapeutic and immunomodulatory treatments across solid tumor and hematological malignancies.

Cold Chain. Cold chain is a temperature-controlled supply chain that prescribes necessary conditions during the transport, storage, and handling of vaccines and drugs until it is administered. The World Health Organization's (WHO) guideline temperature requirements for three defined vaccine management categories*1 include traditional cold chain between +2°C and +8°C, Extended Controlled Temperature Conditions (ECTC) above +8°C for a specified number of days to support vaccine distribution, and Controlled Temperature Chain (CTC) where the vaccine must be able to tolerate ambient temperatures of at least +40°C for a minimum of 3 days.

MVMD has initiated the first phase studies for characterization of targeted antigen and vaccines and has completed planning for second phase studies on upcoming temperature and storage testing. More information will be provided in future filings. The completion of the characterization studies is expected to enable MVMD to further cold chain trial studies to validate the Quicksome™ technology efficacy on a wider array of vaccines, with the objective of applying a thin Quicksome™ formulated vaccine inside a vial that is capable of exposure and storage at ambient temperatures up to 40oC, and then reconstituted for injection at the point of administration without denaturing the contents.

The Company has been working with a potential future commercial partner in South America to apply MVMD's cold chain technology to targeted husbandry animal vaccines. The partner has provided MVMD with an initial list of targeted husbandry vaccines that have been incorporated into the Company's cold chain planning and testing cycles. The Company is in the early stages and still considering regulatory requirements at this time.

1 WHO - The controlled temperature chain,

https://www.who.int/immunization/programmes_systems/supply_chain/resources/CTC_FAQ_English_November_2016.pdf

4

Husbandry Animals. The Company has applied its Quicksol™ technology to the drug ivermectin and believes a more solubilized format versus current in-market products would have novel applications across the broad husbandry animal marketplace.

In line with the Company's overall strategy to develop its scientific assets with a view to licensing to third parties, MVMD is in negotiations with a third party for licensing and production by the licensee of its Soluvec™ 1% product inside Bangladesh. The proposed licensee has presented initial commercialization plans and has informed MVMD that it has tentative government approvals secured pending the outcome of the current pharmacokinetic trials that are being conducted inside Bangladesh. Management believes that regulatory approvals, production, and commercialization of Soluvec™ 1% inside Bangladesh by the licensee, if current negotiations and planning are successful, could be achieved in the latter half of the 2022 calendar year. Costs to be incurred by MVMD for its role in the final phase of the husbandry work inside Bangladesh are anticipated to be CAD $150,000.

Commensurate with the Company's negotiations and completion of a definitive licensing and manufacturing agreement with a third-party licensee, MVMD will proceed with the engagement of appropriate legal counsel licensed in Bangladesh to provide legal advice as to regulatory framework, in addition to risks, legal challenges, and generally review of any agreement into which MVMD may enter.

Farmed Fish. The Company's partner in Bangladesh is working with the local Ministry of Fisheries to evaluate whether a combined application of both MVMD's Quicksol™ and Quicksome™ technologies to a novel fish food application would be able to reduce the effect of parasitic infections across a variety of farmed fish species. The Company's partner is working locally in Bangladesh with the Ministry to finalize the trial planning protocol in these different species and aims to commence the trials in the third calendar quarter of 2022.

Additionally, MVMD is coordinating the research framework with an acclaimed international university to conduct a collaborative study of SoluvecTM1% coated fish feed to study its health benefits in targeted aquatic species. It is anticipated the related studies and budgets will be finalized by the fourth calendar quarter of 2022.

Dose Sparing Adjuvant. Adjuvants are well-known pharmacological or immunological agents that improve the immune response of a vaccine, which are added to a vaccine to boost the immune response to produce more antibodies and longer-lasting immunity, thus minimizing the dose of antigen needed. The purpose of the Company's PANA process is to produce stable nano-particulate adjuvant with the intention of overcoming certain limitations of traditional aluminum-based adjuvants and allowing for the use of smaller doses of vaccine without a reduced immune response and the delivery of vaccines to a greater population, including those that may have limited to no access.

The Company continues to work with its key advisors and Tulane University to explore if changes in the adjuvant development and administration may support a positive research outcome. The Company will continue its work through the evaluation of the impact of these key changes, with respect to IPV and other vaccines, in several models of interest from both a scientific and commercialization standpoint and anticipates clarity on the direction, the potential path forward and related budgets in the second half of calendar 2022.

Insulin. It is the Company's intention to advance its exploration of the application of its technology to the needleless administration of insulin. The Company is advancing its exploration of the application of its technology to the needleless administration of insulin and is currently planning the execution of formulation experiments with the goal of optimizing the potential delivery of rapid-acting human insulin in a sublingual format.

The Company's initial formulation experiments are planned to be initiated in the third calendar quarter of 2022. The expected cost for these early studies is approximately $300,000 CDN and anticipated to take 24 weeks from the time of initiation. After the completion of these initial studies, MVMD expects to then be able to define the next milestones to be achieved.

Quicksol™ - Pre-DevelopmentStage. Quicksol™ is a patented technology that provides a method to solubilize certain classes of drugs. Currently, MVMD has applied this technology to the macrocyclic lactone class of drugs.

In June 2022, the Company completed a pre-clinical pharmacokinetic study - IM032 - in male beagle dogs comparing intramuscular ("IM") and subcutaneous ("SC") dosing of Soluvec™ 1% with oral administration of commercially available branded Ivermectin. The pre-clinical canine trial was conducted by a third-party preclinical contract research organization ("CRO") and the test results demonstrated:

5