Multiple Highly Credible Sources Reveal Disturbing Evidence of Alleged Systemic Violations of Securities Laws at MediPharm Labs; Immediate Regulatory Action Demanded
Apollo Capital’s Six Director Nominees Are Committed to Restoring Transparency and Value to MediPharm’s Shareholders
URGES SHAREHOLDERS TO VOTE THE GOLD PROXY CARD "FOR" APOLLO CAPITAL'S SIX DIRECTOR NOMINEES AND DISREGARD MEDIPHARM LABS’ GREEN PROXY CARD
TORONTO, May 29, 2025 (GLOBE NEWSWIRE) -- Apollo Technology Capital Corporation (“Apollo Capital”), which together with its affiliates and associates collectively is one of the largest shareholders of MediPharm Labs Corp. (TSX: LABS) (OTCQB: MEDIF) (FSE: MLZ) (“MediPharm”, “MediPharm Labs”, or the “Company”), owning approximately 3% of the Company’s common stock, today issued an urgent warning to shareholders, regulators, and the investing public concerning serious allegations of alleged extensive securities act disclosure violations committed by MediPharm Labs’ Board of Directors (the “Board”) and management team.
Apollo Capital has received alarming reports from multiple highly credible and independent sources revealing that MediPharm Labs allegedly engaged in deliberate, systematic financial misfeasance and deceptive accounting practices aimed at grossly misleading investors and artificially inflating the Company's reported revenues and stock valuation. Such allegations represent blatant violations of securities laws, fiduciary obligations, and ethical business conduct, potentially exposing MediPharm and its Board to serious legal and financial consequences.
Given the grave seriousness and substantial credibility of these allegations, Apollo Capital urgently demands an immediate, robust investigation by regulatory authorities including the Ontario Securities Commission (OSC), the Toronto Stock Exchange (TSX), and the U.S. Securities and Exchange Commission (SEC). Apollo Capital further insists that MediPharm's Board of Directors immediately cooperate fully with all regulatory investigations, transparently disclose all related information, and suspend any management or Board members implicated in these serious allegations pending investigation outcomes.
Apollo Capital has received credible information regarding these allegations directly from a current MediPharm Labs Board member, specifically implicating MediPharm's Chairman, Chris Taves, Managing Director and Head of Capital Markets for Asia at BMO and a CPA, in orchestrating schemes to intentionally overstate Company revenues. It is curious that starting recently, Chris Taves serves as both the Board Chair and the Audit Committee Chair. Sources allege that MediPharm engaged partners in deceptive practices to artificially boost revenue reporting, misleading investors into perceiving growth where none truly existed.
Apollo Capital demands to know if this is the reason that Michael Bumby just stepped down as Audit Committee Chair and has not stood for re-election to the MediPharm Board.
"These allegations paint a profoundly troubling picture of calculated corporate conduct to overstate revenues and in turn mislead shareholders," stated Apollo Capital. "Immediate transparency, accountability, and significant leadership changes are essential to restore credibility at MediPharm. The current Board and management owe shareholders an obligation to take immediate and decisive action to prevent further damage."
Apollo Capital directly challenges each MediPharm Board member—Shelley Potts, Michael Bumby, Chris Halyk, Chris Taves, Keith Strachan, and David Pidduck—to publicly address these allegations openly and transparently. Apollo Capital reiterates its repeated calls for full disclosure, particularly emphasized in its press release asking about these misfeasance allegations before MediPharm’s Q1 earnings call and its follow-up press release highlighting the Company's disastrous financial performance and refusal to answer shareholder questions. Any Board member failing to acknowledge and publicly address these allegations will be perceived as complicit in the alleged misfeasance.
In its news release prior to the Q1 earnings call, the first question that Apollo Capital urged MediPharm shareholders to ask the management team was:
“These numbers aren't even audited and MediPharm has been accused of misleading accounting practices in the past, including relating to revenue. Why should anyone believe anything that you say? Are you currently recognizing revenue the same way that you were two years ago? Please answer this question clearly without wordplay, subterfuge or material misrepresentations.”
For the integrity of the capital markets, Apollo Capital demands that each board member of MediPharm Labs - Shelley Potts, Michael Bumby, Chris Halyk, Chris Taves, Keith Strachan, and David Pidduck - answer the question above.
As a significant shareholder, Apollo Capital insists on a thorough audit to clarify how much of MediPharm’s claimed ‘profitability’, ‘revenue’, and ‘growth’ have been engineered though improper accounting.
Apollo Capital remains committed to aggressively pursuing accountability, transparency, and the protection of shareholder interests, and will vigilantly monitor ongoing developments.
MediPharm Labs Shareholders can visit www.CureMediPharm.com, to sign up for important campaign updates.
VOTE THE GOLD PROXY CARD "FOR" APOLLO CAPITAL'S SIX DIRECTOR NOMINEES ANDDISREGARD MEDIPHARM LABS’ GREEN PROXY CARD
To access Apollo Capital's Circular and related proxy materials, including a proxy or voting instruction form, visit SEDAR+ at www.sedarplus.ca.
Contacts For Shareholders: Carson Proxy North American Toll-Free Phone: 1-800-530-5189 Local or Text Message: 416-751-2066 (collect calls accepted) E: info@carsonproxy.com
For Media: CureMediPharm@gasthalter.com
Legal Disclosures Information in Support of Public Broadcast Exemption under Canadian Law
In connection with the Annual Meeting, Apollo Capital has filed an amended and restated dissident information circular (the "Circular") in compliance with applicable corporate and securities laws. Apollo Capital has provided in, or incorporated by reference into, this press release the disclosure required under section 9.2(4) of NI 51-102 – Continuous Disclosure Obligations ("NI 51-102") and the corresponding exemption under the Business Corporations Act (Ontario), and has filed the Circular, available under MediPharm's profile on SEDAR+ at www.sedarplus.ca. The Circular contains disclosure prescribed by applicable corporate law and disclosure required under section 9.2(6) of NI 51-102 in respect of Apollo Capital's director nominees, in accordance with corporate and securities laws applicable to public broadcast solicitations. The Circular is hereby incorporated by reference into this press release and is available under MediPharm's profile on SEDAR+ at www.sedarplus.ca. The registered office of the Company is 151 John Street, Barrie, Ontario, Canada L4N 2L1.
SHAREHOLDERS OF MEDIPHARM ARE URGED TO READ THE CIRCULAR CAREFULLY BECAUSE IT CONTAINS IMPORTANT INFORMATION. Investors and shareholders are able to obtain free copies of the Circular and any amendments or supplements thereto and further proxy circulars at no charge under MediPharm's profile on SEDAR+ at www.sedarplus.ca. In addition, shareholders are also able to obtain free copies of the Circular and other relevant documents by contacting Apollo Capital's proxy solicitor, Carson Proxy Advisors Ltd. ("Carson Proxy") at 1-800-530-5189, local (collect outside North America): 416-751-2066 or by email at info@carsonproxy.com.
Proxies may be revoked in accordance with subsection 110(4) of the Business Corporations Act (Ontario) by a registered shareholder of Company shares: (a) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the accompanying form of proxy; (b) by depositing an instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing; (c) by transmitting by telephonic or electronic means a revocation that is signed by electronic signature in accordance with applicable law, as the case may be: (i) at the registered office of the Company at any time up to and including the last business day preceding the day the Annual Meeting or any adjournment or postponement of the Annual Meeting is to be held, or (ii) with the chair of the Annual Meeting on the day of the Annual Meeting or any adjournment or postponement of the Annual Meeting; or (d) in any other manner permitted by law. In addition, proxies may be revoked by a non-registered holder of Company shares at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary. It should be noted that revocation of proxies or voting instructions by a non-registered holder can take several days or even longer to complete and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form to ensure it is given effect in respect of the Annual Meeting.
The costs incurred in the preparation and mailing of any circular or proxy solicitation by Apollo Capital and any other participants named herein will be borne directly and indirectly by Apollo Capital. However, to the extent permitted under applicable law, Apollo Capital intends to seek reimbursement from the Company of all expenses incurred in connection with the solicitation of proxies for the election of its director nominees at the Annual Meeting.
This press release and any solicitation made by Apollo Capital is, or will be, as applicable, made by such parties, and not by or on behalf of the management of the Company. Proxies may be solicited by proxy circular, mail, telephone, email or other electronic means, as well as by newspaper or other media advertising and in person by managers, directors, officers and employees of Apollo Capital who will not be specifically remunerated therefor. In addition, Apollo Capital may solicit proxies by way of public broadcast, including press release, speech or publication and any other manner permitted under applicable Canadian laws, and may engage the services of one or more agents and authorize other persons to assist it in soliciting proxies on their behalf.
Apollo Capital has entered into an agreement with Carson Proxy Advisors ("Carson Proxy") for solicitation and advisory services in connection with the solicitation of proxies for the Meeting, for which Carson Proxy will receive a fee not to exceed $250,000, together with reimbursement for reasonable and out-of-pocket expenses. Apollo Capital has also engaged Gasthalter & Co. LP ("G&Co") to act as communications consultant to provide Apollo Capital with certain communications, public relations and related services, for which G&Co will receive a minimum fee of US$75,000 in addition to a performance fee of US$250,000 in the event that Apollo Capital's nominees make up a majority of the Board following the Annual Meeting, plus excess fees, related costs and expenses.
No member of Apollo Capital nor any of their associates or affiliates has or has had any material interest, direct or indirect, in any transaction since the beginning of the Company's last completed financial year or in any proposed transaction that has materially affected or will or would materially affect the Company or any of the Company's affiliates. No member of Apollo Capital nor any of their associates or affiliates has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Annual Meeting, other than setting the number of directors, the election of directors, the appointment of auditors and the approval of the ordinary resolution approving, among other things, the Company's amended and restated equity incentive plan dated May 8, 2025 and the unallocated awards available thereunder.
This press release contains forward‐looking statements. All statements contained in this filing that are not clearly historical in nature or that necessarily depend on future events are forward‐looking, and the words "anticipate," "believe," "expect," "estimate," "plan," and similar expressions are generally intended to identify forward‐looking statements. These statements are based on current expectations of Apollo Capital and currently available information. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. All forward-looking statements contained herein are made only as of the date hereof and Apollo Capital disclaims any intention or obligation to update or revise any such forward-looking statements to reflect events or circumstances that subsequently occur, or of which Apollo Capital hereafter becomes aware, except as required by applicable law.
