McCutcheon Agrees with Apollo that Urgent Change is Needed, including Complete Turnover at the Board Level after Years of Value-Destruction
Apollo Capital Announces Filing of Circular Addendum to
Reflect McCutcheon’s Endorsement
SHAREHOLDERS ARE URGED TO VOTE THE GOLD CARD “FOR” APOLLO CAPITAL’S SIX DIRECTOR NOMINEES AND NOT VOTE MEDIPHARM’s GREEN CARD
TORONTO, June 09, 2025 (GLOBE NEWSWIRE) — Apollo Technology Capital Corporation (“Apollo Capital”), one of MediPharm Lab Corp’s (TSX: LABS) (OTCQB: MEDIF) (FSE: MLZ) (“MediPharm”, or the “Company”) largest investors, is very pleased to announce that Pat McCutcheon, a founder, former CEO, director and Chairman of MediPharm, has joined Apollo Capital as a co-dissident in its battle to bring integrity, transparency and prosperity back to MediPharm’s long-suffering shareholders.
Pat McCutcheon stated: “I have been observing Apollo’s activist campaign from the sidelines, and I can no longer just sit by and watch. I still feel a deep responsibility to the Company, its employees and the shareholders who have invested millions into the vision of MediPharm being the global leader in medical cannabis and cannabis derived pharmaceutical products. Over the past three years, the share price has collapsed while the senior management team has been paid over $10,000,000, a compensation program that should never have been approved by the independent Directors. Management has failed to capitalize on the medical cannabis opportunity and taken the Company away from its founding vision by entering the recreational market, taking on dilutive M&A transactions and recently announcing a return to cultivating cannabis. This is not the MediPharm investors have supported.
I have gotten to know Regan McGee & his team of proposed directors. The directors have a broad range of relevant experience including medical cannabis experience, turn-around experience, and extensive capital markets experience. Regan has demonstrated himself to be a skilled investor who has been successful in both start-ups and turn-around projects. He’s also overcome great personal adversity, showing that he never backs down from a fight. In terms of the negative statements from MediPharm about Regan, the ones that I have been able to independently verify have turned out to be simply fabrications that appear to be part of MediPharm’s campaign to discredit and defame Regan. I believe the attacks on Regan & his business record are not factual and more importantly hide the real issues that shareholders should be considering such as compensation, dilution & the share price. On each of these fronts, I believe the Apollo directors are a better choice than the directors put forward by the current Board.
We need to focus on the real issues – who is going to drive the stock price higher. Apollo only makes money when the stock price goes up, as all the shareholders do together. This is why I support the Apollo team. I’m asking shareholders to vote GOLD at this year’s AGM. We do not have time to wait.”
Apollo notes that its business model with MediPharm is highly aligned with shareholders. As an activist investor, it looks to make investments in poorly managed companies where new governance and management can work to improve the share price for Apollo and all other investors. Apollo’s business model is to buy stock in target companies and work with frustrated shareholders to secure the majority of votes needed to replace board members and executives with ones focused on share value growth. Apollo does not “take over” or otherwise control its target companies, rather it appoints directors who recognize their legal fiduciary duty to act in the best interests of all common shareholders.
Regan McGee of Apollo Capital commented: “We are immensely proud to welcome Pat McCutcheon as a co-dissident. Pat is responsible for helping to build MediPharm into an absolute powerhouse in the cannabis industry, and I can only imagine how difficult it has been for him to watch the Company he loves so much be mismanaged virtually to the point of insolvency.
Pat and I want exactly the same thing – to restore value to MediPharm shareholders and to usher in a new era of profitability, good governance and most importantly, accountability. We both believe that if we all come together and take urgent action, the future for the MediPharm will be bright.”
In connection with the addition of Mr. McCutcheon as a “dissident” within the meaning of applicable corporate laws, an addendum dated June 4, 2025 (the “Addendum”) to the dissident information circular dated May 15, 2025 (the “Circular”) has been filed on www.SEDARPLUS.ca under MediPharm’s profile. Shareholders are encouraged to read the Circular, as supplemented and amended by the Addendum.
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 12, 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:
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 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.
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.
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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