Source: GlobeNewswire (MIL-OSI)
Complete Incompetence at the Board Level Results in Fire Sale of Treasured MediPharm Asset, the Hope Facility, to a Competitor
Hope Facility was One of Canada’s Best Cultivation Assets Before it was Acquired by MediPharm, Grossly Mismanaged, and Ultimately Shut Down in 2024
MediPharm Labs’ Board is Pursuing its Worst Deal Yet: A Highly Dilutive NO CASH Sale of the Remaining Company
Apollo has a Concrete and Achievable Plan to Drive MediPharm’s Share Price from Nearly $0.06 to Over $1.00, Restoring Value to its Loyal Shareholders
SHAREHOLDERS ARE URGED TO VOTE THE GOLD CARD “FOR” APOLLO CAPITAL’S SIX DIRECTOR NOMINEES AND NOT VOTE MEDIPHARM’s GREEN CARD
TORONTO, June 06, 2025 (GLOBE NEWSWIRE) — Apollo Technology Capital Corporation (“Apollo Capital”), one of MediPharm Labs’ (“MediPharm”) largest investors, warns MediPharm shareholders that the Company’s current leadership is continuing its pursuit of value destructive M&A, with the ultimate goal of a non-cash dilutive sale of the entire company. A sale of the Company which would trigger over $5M in change of control and other payments to current management.
“It’s a travesty for shareholders to have what is believed to be a $12M asset sold for just $4.5M, likely netting shareholders less than $4M after fees and expenses. Worse still, the acquirer will wisely use the facility to produce cannabis for export that will directly compete with MediPharm in Europe,” says Regan McGee of Apollo Capital.
“Yesterday’s fire sale announcement makes it crystal clear that MediPharm’s Board has no actual value creation strategy, just a desire to sell off MediPharm’s assets at shareholders’ expense to keep paying themselves at 500% above market norms. Is MediPharm pursuing growth facilities as a strategy or not? Is the Napanee facility the next fire sale we will see to a competitor?” questions Regan McGee of Apollo Capital.
Apollo expects the scaling of MediPharm’s Napanee facility to cost shareholders significantly more than what the buyer of the Hope Facility will spend to achieve real profitability. Apollo expects the scaling of MediPharm’s Napanee facility to cost between $3 million and $5 million and take 12 to 18 months to generate revenue. Apollo notes MediPharm’s management team does not have cultivation experience, which could result in millions of investment dollars needed before it provides a return, if ever.
The Hope Facility, formerly known as CannaFarms, was built by the highly respected Laflamme family to be one of the first licensed facilities in Canada. As exceptional visionaries, the Laflamme family built a world-class facility at immense personal cost to service patients in need, including military veterans. After nearly a decade of strong operational success as a positive driver for the community, MediPharm leadership not only failed to realize the value of its acquisition, but handed its assets to a competitor for well below market value.
This sale is a tragic outcome for MediPharm shareholders. CEO David Pidduck has sold off MediPharm’s Hope.
Apollo Capital asks:
- Why did the Board fail to capitalize on the value of the operational and profitable Hope Facility, as MediPharm’s competitor plans to?
- How will the MediPharm and its shareholders pay for ill-advised investments in cultivation?
- How will MediPharm avoid insolvency, given CEO Pidduck’s current strategy?
- Is the Board pursuing a highly dilutive sale of the Company that will destroy remaining shareholder value?
- In the case of such a transaction, how many millions of dollars of the shareholders’ money will go directly to the compensation of management?
Apollo Capital has invested significant capital into MediPharm and nominated highly qualified director candidates who can drive the urgent change needed and propel share price over $1.00. For more information, see our strategic five-pillar plan at www.curemedipharm.com.
Apollo urges shareholders to save their investments and vote the GOLD CARD by June 13, 2025. Shareholders are urged to NOT 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
For Media:
media@curemedipharm.com
This solicitation is being made by and on behalf of the Concerned Shareholder, 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 (“Management”).
Legal Disclosures
Information in Support of Public Broadcast Exemption under Canadian Law
In connection with the annual general and special meeting (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 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.
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 of directors of MediPharm (the “Board”) following the Annual Meeting, plus excess fees, related costs and expenses. Anteris Advisors, LLC (“Anteris”) has also been retained by Apollo Capital to act as strategic consultant to provide the Concerned Stakeholder with certain activism strategy, material creation and strategic communications services, for which Anteris will receive, from Apollo Capital, a minimum fee of US$100,000 in addition to a success fee of US$100,000 in the event that one or more of the Concerned Stakeholder’s nominees are appointed or elected to the Board following the Annual Meeting or as a result of any settlement or arrangement, 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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