Company Has Suspended Calls Since the Second Quarter of 2024 to Avoid Facing the Music for Board's and Management Team's Destruction of 99% of Stock's Value, Costing Shareholders $1 Billion
Conference Call is a Blatant, Self-Serving Reaction by a Management Team Running Scared Following Apollo Capital's Intention to Nominate Six Highly Qualified Directors to MediPharm's Board
Shareholders Deserve Answers From Management About Massive Underperformance, Failed Operational Strategies, Poor Capital Allocation, Outrageous Compensation, and Lack of Transparency
Apollo Capital's Nominees Bring Significant Turnaround, M&A, and Operational Experience in Cannabis and Adjacent Industries, and Will Execute Plan to Restore Value for ALL MediPharm Shareholders
Urges MediPharm Shareholders to Vote for Wholesale Change at Annual Meeting
TORONTO, May 14, 2025 /PRNewswire/ -- 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 3.0% of the Company's common stock, today posed several critical questions that shareholders should ask MediPharm management on this morning's conference call following its first quarter 2025 earnings report. CEO David Pidduck and his management team have not held a call with shareholders since the second quarter of 2024 to avoid having to defend themselves after destroying 99% of the value of the company's stock, or nearly $1 billion.
The conference call is clearly a frightened reaction to Apollo Capital's recently announced intention to nominate six highly qualified director candidates to MediPharm's Board of Directors (the "Board") at the Company's upcoming 2025 Annual and Special Meeting of Shareholders to be held on June 16, 2025 (the "Annual Meeting"). After years of ignoring shareholder interests, MediPharm management has suddenly decided to engage now that it is facing a proxy contest that puts their outrageous compensation packages at risk.
On the call today, shareholders finally have an opportunity to demand answers from management to questions about critical issues, including:
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.
You talk about things like 'profit' while you are hemorrhaging money on executive compensation and heading towards insolvency. Do you think that your shareholders or anyone else paying attention will be fooled by what you are saying today?
After several quarters of not holding quarterly conference calls and ignoring shareholder interests, why are you all of a sudden holding one now? Is it only because you want our votes so you and the Board can remain in your roles and continue to operate MediPharm solely for personal gain despite destroying nearly all of the Company's value?
MediPharm has been broken for years and you haven't even tried to fix it. Why should shareholders have confidence that you can execute after years of epic failure?
MediPharm has burned significant cash over the years, bringing its current position to dangerously low levels. How can you possibly justify burning millions of dollars the Company desperately needs on a proxy contest it is clear you should not fight?
How much cash does the company currently have? What is the current cash burn rate and how long do you expect it to last? How do you plan to invest in R&D given the precarious cash position?
You have received outsized compensation, including stock grants and short-term incentives – despite MediPharm's poor performance resulting from your value-destructive actions. Why were these payments made when targets were clearly missed? Why have you not committed to primarily incentive-based packages in which future awards are only paid when you actually meet targets? If not, why?
After the considerable failures of the past several years and your demonstrated inability to turn around the business, why are you resistant to a group of accomplished business leaders with relevant experience playing a role in rebuilding MediPharm. Is this as self-serving as it appears?
If you were an institutional or retail shareholder of a company that lost more than 99% of its value, would you support the Board's and management's continued service?
Apollo Capital's nominees bring extensive experience successfully transforming businesses, relevant cannabis industry expertise, and proper governance knowledge that will be critical to restoring years of value destruction at MediPharm. They are:
John Fowler, President, Muskoka Grown; Founder and Former CEO, The Supreme Cannabis Company, Inc.
Alan D. Lewis, Co-Founder and CSO, The Aeon Group Inc.
Demetrios Mallios, Founder and CEO, The Aeon Group, Inc.
Regan McGee, Chairman and CEO, Apollo Technology Capital Corporation and Nobul Technologies Inc.
Scott Walters, Principal, Blaise Ventures Inc.; CEO, Maxus Mining Inc.; CEO, BIG Concentrates Co.
Apollo Capital believes that MediPharm should be led by a Board focused on performance, transparency and driving value for all shareholders.
Now that MediPharm has finally issued its management information circular setting out the business of the Annual Meeting and other proxy materials, Apollo Capital will issue an updated circular with details of its plans to save MediPharm and other pertinent information on how to vote. Apollo Capital is soliciting your support and ultimately intends to solicit forms of proxy and VIFs in support of the election of each of the Apollo Capital nominees to the Board of Directors of MediPharm Labs Corp. at the Annual Meeting.
We urge you NOT to sign or return the green proxy cards sent by the Company.
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
Information in Support of Public Broadcast Exemption under Canadian Law
The information contained in this press release does not and is not intended to constitute a solicitation of a proxy within the meaning of applicable corporate and securities laws. Shareholders of the Company are not being asked at this time to execute a proxy in favour of Apollo Capital's director nominees or in respect of any other matter to be acted upon at the Annual Meeting. In connection with the Annual Meeting, Apollo Capital has filed a 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 preliminary 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 be 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.
None of Apollo Capital, any other "dissidents" within the meaning of the Ont. Reg. 62 of the Business Corporations Act (Ontario), or any partner, officer, director and control person of such "dissident", is requesting that Company shareholders submit a proxy at this time. Once formal solicitation of proxies in connection with the Annual Meeting has commenced, 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 the election of directors.
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.
