COMPLETE Board Change is Urgently Needed at MediPharm Labs! Apollo Technology Capital Corporation Files Amended and Restated Proxy Circular Detailing Prolonged Underperformance, Strategic Failures, Excessive Executive Compensation, and Troubling Lack of Transparency Under Current Leadership

Rhea-AI Summary

Apollo Technology Capital Corporation, owning 3% of MediPharm Labs (MEDIF), has filed an amended proxy circular calling for a complete board overhaul at the company's June 16, 2025 Annual Meeting. Apollo highlights severe issues including the company's cash burn rate, with only $8 million remaining as of March 31, 2025, projecting depletion by November 2025. The activist investor criticizes MediPharm for $1 billion in shareholder losses, excessive executive compensation, and lack of transparency. Apollo proposes six new director nominees and presents a 5-Pillar Plan focusing on leadership replacement, financial discipline, strategic asset retention, international medical growth, and governance improvement. The campaign website www.CureMediPharm.com details the turnaround strategy and urges shareholders to vote using the GOLD proxy card.

Positive

• Apollo Capital presents a comprehensive 5-Pillar turnaround plan to restore company value
• Proposed new board nominees bring significant turnaround, M&A, and operational expertise
• Activist intervention could prevent complete cash depletion projected for November 2025

Negative

• Company has only $8 million in cash remaining as of March 31, 2025
• Shareholders have suffered $1 billion in losses under current management
• Company is hemorrhaging money and projected to run out of cash by November 2025
• Management receiving excessive compensation despite poor performance
• Lack of transparency - no shareholder calls for three quarters

Launches Campaign Website at www.CureMediPharm.com, Which Articulates 5-Pillar Plan to Rebuild Company

Details How MediPharm Labs is Hemorrhaging Money at an Alarming Rate and is on Pace to Run Out of Cash by November 2025

Exorbitant Executive Compensation Packages Despite Persistent Losses Demonstrate a Board and Management Team Misaligned with Shareholders' Best Interests

Board Cannot Be Trusted After Costing Shareholders $1 Billion

Nominates Six Highly Qualified Director Candidates – John Fowler, Alan D. Lewis, David Lontini, Demetrios Mallios, Regan McGee, and Scott Walters – to Cure MediPharm Labs Before It's Too Late

Nominees Bring Significant Turnaround, M&A, and Operational Expertise Alongside Fresh Perspectives to Restore Value and Accountability at MediPharm Labs

URGES SHAREHOLDERS TO DISREGARD MEDIPHARM'S GREEN PROXY CARD AND VOTE THE GOLD PROXY CARD "FOR" APOLLO CAPITAL'S SIX DIRECTOR NOMINEES

TORONTO, May 20, 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 announced that it has filed an amended and restated information circular (the "Circular") in connection with its 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").

Additionally, Apollo Capital launched a campaign website at www.CureMediPharm.com where shareholders can review the facts, understand what's at stake, and learn how to protect the value of their investment. The website details Apollo Capital's 5-Pillar Plan to restore value to MediPharm Labs, as well as specific actions that the nominees would take in their first 100 days of service on the Board. The 5-Pillar Plan includes:

1. Replace Failed Leadership with Aligned Executives
   
   
2. Implement Financial Discipline & Strategic Review
   
   
3. Retain Strategic Assets for Long-Term Shareholder Value
   
   
4. Unlock International Medical Growth
   
   
5. Restore Trust Through Transparency and Good Governance

The Circular and website present a clear and compelling case regarding MediPharm Labs' severe underperformance, reckless strategic missteps, and alarming destruction of shareholder value, which have placed the company in serious jeopardy while the management team receives exorbitant pay packages. These failures have cost shareholders $1 billion, and reduced the Company's cash position to just $8 million as of March 31, 2025 – on pace to reach zero by November 2025.

The Circular and website provide information about Apollo Capital's nominees – John Fowler, Alan D. Lewis, David Lontini, Demetrios Mallios, Regan McGee, and Scott Walters – who are accomplished business leaders committed to openness and transparency in their dialogue with MediPharm Labs shareholders. In particular, they are prepared to answer any questions or address any concerns shareholders might have – even if they are difficult. This is a stark contrast to MediPharm Lab's current Board and management team, which has avoided answering for their failures, including not holding a shareholder call for three quarters and not answering any of the questions Apollo put forth before the first quarter 2025 financial results call.

Apollo Capital believes a wholesale Board change at MediPharm Labs is the only path forward, and that shareholders must act now before it's too late.

At www.CureMediPharm.com, shareholders can also 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:
Nathaniel Garnick/Mark Semer/Grace Cartwright
Gasthalter & Co.
+1 (212) 257-4170
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.

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 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.

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SOURCE Apollo Technology Capital Corporation

FAQ

What is Apollo Capital's ownership stake in MediPharm Labs (MEDIF)?

Apollo Technology Capital Corporation and its affiliates own approximately 3.0% of MediPharm Labs' common stock.

When is MediPharm Labs (MEDIF) projected to run out of cash?

Based on current burn rate, MediPharm Labs is projected to run out of cash by November 2025, with only $8 million remaining as of March 31, 2025.

What are the key points of Apollo Capital's 5-Pillar Plan for MEDIF?

The plan includes: 1) Replace failed leadership 2) Implement financial discipline 3) Retain strategic assets 4) Unlock international medical growth 5) Restore trust through transparency and governance.

When is MediPharm Labs' (MEDIF) 2025 Annual Meeting?

The Annual and Special Meeting of Shareholders is scheduled for June 16, 2025.

How much shareholder value has been lost under current MEDIF management?

According to Apollo Capital, the current management's failures have cost shareholders $1 billion.