Source: GlobeNewswire (MIL-OSI)
MediPharm Labs’ Board’s Material and Unprecedented Breaches of Securities Laws Are Part of Their Undoing
Apollo Capital’s Entire Slate of Board Nominees Constitute the New Board of Directors for MediPharm Labs Effective Today
TORONTO, June 16, 2025 (GLOBE NEWSWIRE) — Apollo Technology Capital Corporation (“Apollo Capital” or “Apollo”), 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, announced today that it considers the results of MediPharm Labs’ 2025 Annual and Special Meeting of shareholders (“Annual Meeting”) a clear victory for Apollo, as all of MediPharm’s proxies – solicited using the green proxy form – are illegal and invalid under securities law and cannot be counted.
Apollo Capital has been advised by its legal counsel that MediPharm’s solicitation of proxies in connection with the Annual Meeting is illegal due to material non-compliance with the notice-and-access laws under Section 2.7.1(2) of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”), since MediPharm illegally included additional materials in its proxy mailing that are expressly prohibited under Section 2.7.1(1)(a) of NI 54-101.
These legal failures, which MediPharm has itself acknowledged, are not curable under the law, and demonstrate yet again MediPharm’s complete disregard for its shareholders and the law, in favor of the incumbent board’s personal interests. Given that MediPharm did not restart the election process and re-mail compliant materials to all shareholders at least 21 days in advance of the Annual Meeting, as clearly required under securities law, all proxies submitted on the green proxy card or voting instruction form were illegally solicited and must lawfully be declared invalid and discarded by Meeting Chair Chris Halyk. Apollo Capital’s GOLD proxies are therefore the only valid proxies on record.
Meeting Chair Mr. Halyk testified under oath that he would not favor MediPharm over the dissident shareholders in his role and affirmed that he owes a fiduciary duty to all shareholders. As Chair, Mr. Halyk does not have the authority to waive illegal activity. If Mr. Halyk does not want to further implicate himself in this tainted and illegal process, the only course of action for him is to officially declare that any votes solicited using MediPharm’s green proxy form or voting instruction form are illegal under securities law and cannot be counted.
MediPharm committed to obeying the law at the June 16, 2025 Annual Meeting when appearing before the Honorable Madame Justice Dietrich on June 10, 2025. Apollo is fully expecting MediPharm to comply with the commitment that it made to Justice Dietrich and vacate the board in favor of the Apollo nominees today, as is required by law.
“This is not a legal technicality. This is an unprecedented breach of securities laws governing proxy solicitation meant to ensure each shareholder is fairly and consistently informed. We have never before seen such an egregious breach of these laws. This alone underscores the urgent need for new leadership at MediPharm. MediPharm’s board of directors (the “Board”) continues to act in unlawful and nefarious ways to further entrench and enrich themselves at shareholders’ expense,” said Regan McGee of Apollo Capital.
With management’s green proxy cards and voting instruction forms invalid as a result of MediPharm’s illegal solicitation of proxies, the outcome of the election is unequivocal: Apollo Capital’s GOLD card has won. Apollo Capital has adhered fully to the rules governing proxy solicitation, conducted a fair and lawful election process, and – given that its GOLD proxy cards are the only valid proxies under applicable securities laws – Apollo Capital has secured victory in its campaign to restore value, integrity, legal compliance and leadership at MediPharm Labs.
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“MediPharm’s current leadership has presided over massive value destruction, poor governance, repeated strategic missteps and credible securities fraud allegations. Now, the same leadership stands behind a corrupt, tainted and illegal proxy process and tactics aimed at silencing shareholders and further entrenching themselves. Shareholder rights and the integrity of the vote have not been protected. MediPharm’s shareholders deserve better,” said Regan McGee of Apollo Capital.
“During this proxy contest, MediPharm’s management and Board have repeatedly undermined a fair process through unlawful procedural violations, obstructionist tactics, and a disregard for basic principles of corporate governance. The premise for their entire campaign was to spread disinformation to their own shareholders. This is not the behavior of a Board acting in good faith or in the best interests of shareholders – it’s the behavior of entrenched directors desperate to cling to power at any cost. This is why the Board went to such great lengths to block the appointment of an independent chair. While we respectfully don’t agree with the decision to allow Mr. Halyk to act as the Meeting Chair, we will see if he rightfully declares the GOLD proxy cards the only valid ones.
The law is crystal clear: if you break the notice-and-access laws, the proxies you solicit are illegal and invalid.
Now that Apollo’s nominees have won the proxy contest and constitute the lawful board of directors of MediPharm Labs, we look forward to working with all shareholders to turn the Company around, work to get the share price back to over $1 per share and build MediPharm into the world’s leading medical cannabis company,” said Regan McGee of Apollo Capital.
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:
media@curemedipharm.com
This solicitation is being made by and on behalf of Apollo Capital, who, as of the date of this Circular, beneficially owns or controls, directly and indirectly through its wholly-owned subsidiary, Nobul Technologies Inc., 12,491,500 common shares of the Company (“Common Shares”), representing approximately 3% of the total Common Shares issued and outstanding, and not by the management of the Company.
Legal Disclosures
Information in Support of Public Broadcast Exemption under Canadian Law
In connection with the Annual Meeting of shareholders of MediPharm, Apollo Capital has filed an amended and restated dissident information circular dated May 15, 2025 (the “Circular”), as amended and supplemented by an addendum to the Circular subsequently filed by Apollo Capital and Patrick McCutcheon (together, the “Concerned Stakeholder”) dated June 4, 2025 (the “Addendum” and together with the Circular, the “Amended Circular”), each in compliance with applicable corporate and securities laws. The Concerned Stakeholder 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 Amended Circular, available under MediPharm’s profile on SEDAR+ at www.sedarplus.ca. The Amended Circular contains disclosure prescribed by applicable corporate law and disclosure required under section 9.2(6) of NI 51-102 in respect of the Concerned Stakeholder’s director nominees, in accordance with corporate and securities laws applicable to public broadcast solicitations. The Amended 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 AMENDED CIRCULAR CAREFULLY BECAUSE IT CONTAINS IMPORTANT INFORMATION. Investors and shareholders are able to obtain free copies of the Amended 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 Amended Circular and other relevant documents by contacting the Concerned Stakeholder’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. Finally, the Amended Circular is available on this website https://www.curemedipharm.com/historical-filing/investor-flyer.
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 the Concerned Stakeholder 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 the Concerned Stakeholder 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 the Concerned Stakeholder who will not be specifically remunerated therefor. In addition, the Concerned Stakeholder 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 for solicitation and advisory services in connection with the solicitation of proxies by the Concerned Stakeholder for the Annual Meeting, for which Carson Proxy will receive a fee from Apollo Capital 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 the Concerned Stakeholder with certain communications, public relations and related services, for which G&Co will receive, from Apollo Capital, a minimum fee of US$75,000 in addition to a performance fee of US$250,000 in the event that the Concerned Stakeholder’s nominees make up a majority of the Board following the Annual Meeting, plus excess fees, related costs and expenses.
No member of the Concerned Stakeholder nor any of their respective 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 the Concerned Stakeholder nor any of their respective 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 and the election of directors to the Board.
Cautionary Statement Regarding Forward-Looking Statements
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 the Concerned Stakeholder 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 the Concerned Stakeholder 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 the Concerned Stakeholder hereafter becomes aware, except as required by applicable law.
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