MediPharm Labs Board Continues to Obstruct the Appointment and Oversight of an Independent Chair
Failure to Appoint an Independent Chair to Oversee the Election of Directors at the Annual Meeting Prevents Shareholders from Exercising their Legal Right to Hold the Current Board Accountable for their Epic Failures
Board Made No Attempt to Engage with Apollo Capital; Instead Resorted to Continued Campaign of Misdirection and Character Assassination Aimed to Undermine Shareholders Demanding Change
Shareholders Deserve the Opportunity to Elect New Leaders in a Lawful and Fair Election
Apollo Capital Reiterates Commitment to Transparent Election Process for the Benefit of All Shareholders
URGES SHAREHOLDERS TO DISREGARD MEDIPHARM LABS’ GREEN PROXY CARD AND VOTE THE GOLD PROXY CARD "FOR" APOLLO CAPITAL'S SIX DIRECTOR NOMINEES
TORONTO, May 23, 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 Labs”, or the “Company”), owning approximately 3% of the Company’s common stock, today announced that MediPharm Labs’ Board of Directors (the “Board”) did not respond to Apollo Capital’s “With Prejudice” offer to the Board to ensure the rights of shareholders are protected in connection with the Company’s upcoming 2025 Annual and Special Meeting of Shareholder to be held on June 16, 2025 (the “Annual Meeting”).
Apollo Capital distributed the offer to MediPharm Labs counsel on May 21, 2025 – seeking to ensure a lawful and fair election overseen by an independent Chair in order to protect the rights of shareholders at the Annual Meeting. The offer, which Apollo Capital shared publicly, was unilaterally ignored by MediPharm Labs’ Board, who made no attempts whatsoever to engage with representatives of Apollo Capital.
Apollo Capital Chairman and CEO Regan McGee commented, “MediPharm Labs and its Board continue to demonstrate their utter disregard for the rights of shareholders, preferring to further entrench themselves rather than honour their fiduciary duty to act in shareholders’ best interests. Apollo Capital’s offer was made in good faith to take the necessary steps to do right by MediPharm Labs shareholders, and it is damning that the Board would put its own personal interests ahead of the law and the interests of Company shareholders.
“The record needs to be set straight after all the misleading, defamatory and demonstrably untrue statements from the MediPharm Labs Board. Outside of MediPharm Labs, all litigation that I am involved in is related to each other. It is effectively one litigation and was initiated by me in order to protect shareholders from a small group of rogue board members who I sued for breaching their fiduciary duties. Tellingly, but not surprisingly, the MediPharm Labs Board wants to suggest that this is somehow a bad thing!
“The Company’s attempts to villainize me are merely a feeble attempt to misdirect shareholders away from legitimate concerns regarding their staggering mismanagement of MediPharm Labs, which they have yet to answer for.”
To be clear, MediPharm Labs’ Board is obviously trying to confuse the shareholders into thinking that it is a bad thing that board members who breach their fiduciary duties should be sued and held accountable.
Now, let’s shine the spotlight back on what matters – your investment.
Apollo Capital’s nominees know how to build successful businesses, know how to get deals done, and know how to raise money.
In response to the Company’s allegations against one of Apollo Capital’s nominees for election to the Company’s Board, Regan McGee, Apollo Capital encourages shareholder to understand the facts regarding Mr. McGee and one of his businesses, Nobul Technologies Inc. (“Nobul”):
Nobul was named to the prestigious 2023 Deloitte Technology Fast 500™, which ranks the 500 fastest-growing technology companies across North America. The recognition further validates Nobul’s impact at a continental scale, placing it among the elite group of companies that are shaping the future of tech through extraordinary financial performance, sustained growth, and breakthrough innovation.
Nobul topped the 2022 Deloitte Technology Fast 50™, earning the #1 spot with an astounding four-year revenue growth rate of 72,944%—the highest of any Canadian company on the list. The Fast 50 recognizes the country’s most transformative and innovative technology companies based solely on audited financial performance. Nobul’s top placement highlights its unmatched ability to deploy capital efficiently, scale rapidly, and deliver exceptional returns.
Nobul has been recognized on CNBC’s Upstart 100, a list of the world’s most promising venture-backed startups. Selected from global nominees, Nobul stood out as a high-growth disruptor.
Regan McGee invented the Real Estate Marketplace Method and System (Patent # 12,260465) issued by the US Patent Office on March 25, 2025. The patent incorporates Artificial Intelligence/Machine Learning Matching Algorithms for Consumers, Real Estate Agents and Properties, as well as Blockchain to facilitate secure, traceable Real Estate processes.
Regan McGee founded Nobul when he was in a hospital rehabilitation centre recovering from a severe spinal cord injury and learning how to walk again; Refusing to be slowed down by being disabled, he is tenacious, willing to put in the hard work, and he never gives up.
The Board’s attempts to malign the business acumen and character of Regan McGee and Apollo Capital’s nominees are a pathetic distraction from the fact that the MediPharm Labs Board has presided over the catastrophic destruction of 99% of shareholder value.
Apollo Capital is focused on what matters – protecting MediPharm Labs shareholders’ investment.
Apollo Capital asks shareholders to consider the dire state of MediPharm Labs:
MediPharm Labs is on track to run out of money by November 2025 – a mere six months from now.
No one on MediPharm Labs’ slate of Board Members has ever built anything of note.
Apollo Capital's highly experienced director nominees – John Fowler, Alan D. Lewis, David Lontini, Demetrios Mallios, Regan McGee, and Scott Walters – will implement much-needed business and governance reforms in their first 100 days, including:
Slashing executive and Board compensation and suspending all equity/cash awards until a new performance-aligned structure is in place.
Eradicating the eye-watering $1,200,000 per year blown on travel and “other expenses”.
Implementing an immediate spending lockdown by freezing all non-essential, discretionary expenditures.
Beginning a revenue quality and margin analysis by assessing the sustainability, growth, and profitability of each business line.
Launching zero-based budgeting by rebuilding the company’s cost structure from the ground up based on necessity and ROI.
A comprehensive Investor Day within the first 100 days
Open channels for shareholder feedback and dialogue
Implementing a new executive compensation plan directly tied to performance against key operational and financial targets.
Shareholders can visit www.CureMediPharm.com, to sign up for important campaign updates.
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.
