Source: GlobeNewswire (MIL-OSI)
CEO David Pidduck has Stated Desire to Cash Out at Current Levels
Pidduck and Current Board Do Not Have Conviction in MediPharm or its Long-Term Value Creation Strategy
Apollo Capital has a Plan to Increase MediPharm Share Price from $0.07 to Over $1.00 in Three Years, Restoring Medipharm’s Position as a Leading Global Medical Cannabis Company.
SHAREHOLDERS ARE URGED TO VOTE THE GOLD CARD “FOR” APOLLO CAPITAL’S SIX DIRECTOR NOMINEES AND NOT VOTE MEDIPHARM’s GREEN CARD
TORONTO, June 03, 2025 (GLOBE NEWSWIRE) — Apollo Technology Capital Corporation (“Apollo Capital”), one of MediPharm Lab’s largest investors, today warns all Medipharm shareholders that CEO David Pidduck is looking to sell the Company to cash out his shares based on credible information available to the investor. If shareholders support MediPharm’s current slate of directors, shareholders can expect to be heavily diluted while top executives take up to $5M in change in control payments.
In 2025, a current Board member told Apollo Capital directly that CEO Pidduck was looking to sell the company to trigger his change in control awards. That Board member expressed their concern that the transaction was excessively dilutive and undervalued for shareholders. Since that time, multiple sources have come forward to confirm Pidduck and the current Board’s plans to pursue a transaction which would fire sell Medipharm’s assets at a discount. A sale of MediPharm would only benefit Pidduck and the current Board, not its shareholders.
Between October 2024 and April 2025, Apollo Capital & Pidduck had multiple negotiations about Apollo Capital’s desire to make an investment in Medipharm in order to bolster its ability to pursue an aggressive growth strategy. In these negotiations, Pidduck was clear that he wants to cash out his shares, which were not bought, but instead granted to him by MediPharm.
In 2025, a written offer to invest $3.4M in a private placement at the then-current market price with no discount or warrant coverage and to invest an additional nearly $3.5M to acquire shares from CEO Pidduck and President Stachan. As part of the significant cash investment, Apollo Capital would acquire 2 board seats to help guide a strategic growth strategy that the Company still lacks. Apollo Capital’s offer was rejected.
“Our offer represented a way for MediPharm to capitalize the Company without selling key assets. Our goal was to preserve value for all shareholders. We saw our investment as a critical step towards rebuilding value at MediPharm. If our offer was accepted, we would have avoided a proxy contest and the cash balance would be millions higher than it is today. We would already be well on our way toward achieving our goal of a 10x increase in the stock price,” said Regan McGee, CEO of Apollo Capital.
Apollo Capital asks:
- If Management’s plan is working, why would they want to sell the Company at the current valuation?
- Why would the CEO want to sell his shares in Medipharm if he believed in its long-term strategy?
- Where would the share price be today if management had accepted Apollo Capital’s offer, choosing to work with rather than against its largest shareholder in the interest of all shareholders?
Why We Have Invested:
Apollo Capital has invested in MediPharm and nominated director candidates to order to drive the urgent change needed to put the Company back on the right path. We see a clear opportunity to revitalize the business, reposition MediPharm as a market leader, and unlock value over the long term, with the potential to increase the share price to over $1.00.
Apollo Capital’s goal is to build a Company for the long term that creates lasting value for all shareholders. It is NOT to acquire the Company, as MediPharm’s current management has falsely claimed. Since the start of the proxy contest, which management forced at great expense to MediPharm, Apollo Capital has not purchased, sold, shorted, or been involved in any transactions involving the Company’s stock. We are here to be long-term investors and to rebuild MediPharm into a leading medical cannabis company.
Apollo Capital’s strategic five-pillar plan for MediPharm has been made available in detail at www.curemedipharm.com. With shareholder support, we can turn MediPharm around and transform it into the world’s leading medical cannabis company.
Apollo Capital urges shareholders to vote for change by voting the GOLD CARD by June 13, 2025. Shareholders are urged 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
For Media:
CureMediPharm@gasthalter.com
Legal Disclosures
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 as the Company has yet to issue formal notice of the Annual Meeting and its management information circular. 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’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 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.
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 Apollo 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 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.
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