Apollo Capital Issues a With Prejudice Offer to MediPharm Labs and Its Board of Directors to Ensure Shareholder Rights Are Protected at the 2025 Annual Meeting

Believes the Board Continues to Take Oppressive Actions Which Fundamentally Disregard the Rights and Interests of Shareholders

Asserts the Board’s Unlawful, Desperate and Self-Serving Tactics Clearly Indicate That the Current Directors Will Go to Any Lengths Necessary to Entrench Themselves

Requests that MediPharm Agree to Conduct the June 16^th Annual Meeting Under the Oversight of an Independent Chair to Ensure Shareholders Have the Opportunity to Hold the Current Board Accountable and Elect New Leaders

/EIN News/ -- TORONTO, May 21, 2025 (GLOBE NEWSWIRE) -- 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% of the Company’s common stock, today issued a “With Prejudice” offer to MediPharm’s Board of Directors (the “Board”) in order to ensure that the rights of shareholders are protected in connection with the Company's upcoming 2025 Annual and Special Meeting of Shareholders to be held on June 16, 2025 (the "Annual Meeting").

CEO and Chairman Regan McGee of Apollo Capital commented:

After disastrous Q1 2025 financial results and 22 consecutive quarters of losses, rather than assume accountability for its value-destructive decisions, we believe that the Board continues to take oppressive actions against shareholders, demonstrating that its sole priority is self-preservation and entrenchment.

All indications point to the Board’s desire to run a corrupt election process to ensure their victory so that they can continue to siphon the remainder of MediPharm’s cash reserves into their own pockets until the Company runs out of money in November.

What possible objection could they have to an independent chair running the meeting if this was not the case?

This is why we have taken the step of publicly extending this offer which can be accessed at this LINK.

While we expect Chairman Chris Taves (Managing Director and Head of Asia for Bank of Montreal, BMO Capital Markets) to continue to obstruct the appointment of an independent chair, Apollo Capital will not be deterred and will continue to do whatever is necessary to ensure that all shareholders have an opportunity to replace the directors whose decisions have completely destroyed shareholder value.

MediPharm and its Board have consistently acted in a manner that unfairly disregards the rights and interests of shareholders by pursuing a strategy of entrenchment, obfuscation and character assassination of dissenting shareholders, improperly placing their own personal interests ahead of the interests of the Company and its shareholders, including by:

• Undermining and disenfranchising Apollo Capital and all other MediPharm shareholders from exercising their rights to hold the board accountable for running the Company into the ground;
  
  
• Making groundless public attacks on Apollo Capital, including false allegations of us acting jointly or in concert with other understandably disgruntled shareholders, and fabricating malicious and completely meritless accusations of criminal behaviour like harassment and the utterance of threats;
  
  
• This is nothing less than thug behaviour and a menacing attempt to deter and silence any shareholders from raising their valid concerns in a public forum.
  

Apollo Capital urges all of our fellow shareholders to reject the Board’s intimidation tactics, which are evidently geared to silencing anyone who demands change and accountability. It is sad that this is the tactic that the board has resorted to in an attempt shift attention away from their own epic failures and to discourage other shareholders from speaking out.

It is Apollo Capital’s belief that not accepting this offer would clearly demonstrate that the board of directors of MediPharm’s only priority is self-preservation and entrenchment, improperly placing their own personal interests ahead of the law and the interests of the company and its shareholders.

What possible objection could they have to a lawful and fair election with an independent Chair if this is not the case?

All MediPharm stakeholders, including its employees and shareholders, deserve an independent third party running the Annual Meeting to ensure a fair, transparent and lawful process.

Shareholders can visit www.CureMediPharm.com, to 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:
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.