Latest news with #ChrisTaves
Yahoo
15 hours ago
- Business
- Yahoo
Leading Independent Proxy Advisor ISS Recommends that Shareholders Vote the GREEN proxy FOR ALL MediPharm Director Nominees; REJECTS Apollo's Arguments and Director Slate
ISS concludes that Apollo 'has not presented a compelling case for change' TORONTO, June 02, 2025 (GLOBE NEWSWIRE) -- MediPharm Labs Corp. (TSX: LABS) (OTCQB: MEDIF) (FSE: MLZ) ('MediPharm' or the 'Company'), a pharmaceutical company specialized in precision-based cannabinoids, today announced that Institutional Shareholder Services ('ISS') published a report on May 30, 2025 (the 'ISS Report') recommending that MediPharm shareholders vote the GREEN Proxy or voting instruction form FOR the Company's nominees for the Board of Directors (the 'Board') at the upcoming Annual and Special Meeting of Shareholders on June 16, 2025 (the 'Meeting'). ISS is a leading independent proxy voting and corporate governance advisory firm whose recommendations are trusted by pension funds, investment managers, mutual funds, and other institutional shareholders. The ISS Report concludes: 'As the dissident has not presented a compelling case for change, shareholders are recommended to vote FOR all management nominees.' The ISS Report further recommended that MediPharm shareholders DO NOT VOTE on the gold dissident proxy card as Apollo did not provide a compelling case for change. Chris Taves, Chair of MediPharm, commented, 'We are very pleased that an independent proxy advisory firm has taken the time to meet with both parties to hear our respective arguments, and has recommended voting in favour of management's director nominees. Shareholders have been subjected to a large volume of information from both the Company and the dissident in recent weeks, and we believe the ISS Report reinforces our consistent position that Apollo has been flooding the market with misinformation and unsupportable statements. It is also encouraging that ISS has recognized the turnaround of our business that has been facilitated under the leadership of CEO David Pidduck. The Board truly believes that there is momentum in our business and that once we can overcome the costly distraction of this proxy contest, we can return our complete focus to strategic growth opportunities.' Key Conclusions in the ISS Report In explaining the reasons for its recommendation, the ISS Report reviews each of Apollo's major claims and concludes that there is insufficient evidence to support any of them. Statements in the ISS Report that refute Apollo's claims include the following: 'Since Q2 2022, quarterly revenues have more than doubled, adjusted EBITDA has swung from a $6.3 million loss to a $0.1 million gain, gross margins have expanded 50.9 percentage points over Q2 2022, and the company's SG&A has remained fairly stable. Against this backdrop, it is challenging to validate the dissident's claims that the company's costs have 'ballooned' or that revenue is 'imploding'. In particular, it also seems incorrect to suggest the company has experienced poor post-acquisition integration over a period where revenues and gross margins have risen dramatically while SG&A expenses have remained relatively flat.' 'LABS has experienced multiple years of improving financial results, which overlap with Pidduck's tenure as CEO as well as a series of acquisitions and non-core asset divestitures. Management has communicated a logical strategy that focuses on higher margin, international markets where the company can leverage a competitive advantage. Moreover, there does not appear to be sufficient evidence that the company is in imminent danger of running out of cash.' '… the company has generally outperformed peers and experienced a clear operational turnaround. Meanwhile, the dissident's assertions about the company's peril are not able to be sufficiently validated with available information. As such, the dissident has not presented a case for board change.' '… a review of [Total Shareholder Return] over [Pidduck's] tenure shows that the company has outperformed its peer group and [the Global X Marijuana Life Sciences Index ETF HMMJ] … There is limited utility focusing on absolute performance as the entire sector has suffered tremendous losses. In this context, it can be recognized that since 2022, LABS has managed to reverse course and separate itself positively from most peers.' 'Based on the company's improving financial performance since the VIVO acquisition and the manner in which redundant assets are being monetized to improve balance sheet strength, it is difficult to conclude that the company has engaged in reckless M&A.' 'The dissident has presented serious claims about concerns with the board's management oversight capabilities and executive compensation practices. At this time, there does not appear to be a conclusive deficiency in corporate governance and the company has provided valid explanations for its compensation practices.' The ISS Report summarizes the high standard required of any dissident seeking to replace an entire board of directors: 'When analyzing proxy contests, ISS focuses on two central questions: Has the dissident made a compelling case that change is warranted? If so, are the dissident nominees more likely to effect that change than the incumbent directors?' 'When the dissident is seeking board control, ISS looks for a well-reasoned and detailed business plan (including the dissident's strategic initiatives), a transition plan that describes how the change in control of the company will be effected, and where management continuity may be an issue, the identification of a qualified and credible new management team.' The ISS Report then reaches a clear conclusion on its recommendation for the election of directors: 'As there is no case for change at this time, shareholders are recommended to vote FOR all management nominees.' The ISS Report further recommends that shareholders vote for the resolution to fix the number of directors at seven, and vote for the resolution to approve MNP LLP as auditors and authorize the Board to fix their remuneration. The ISS Report also recommends that shareholders vote against the resolution to approve all unallocated awards under the Company's equity incentive plan. The independent Compensation Committee of the Board will continue to regularly review the Company's compensation policies. Vote for the Highly Qualified MediPharm Nominees MediPharm urges shareholders to vote only using the GREEN proxy or GREEN voting instruction form in support of all of the Company's nominees and resolutions. To ensure your vote is counted, shareholders are encouraged to proactively contact their broker to obtain their 16-digit control number associated with the GREEN management proxy. Once received, you can cast your vote by visiting . You may receive materials or outreach from the dissident — please disregard any such communications and vote only using the GREEN proxy in support of the Company's nominees. About MediPharm Labs Founded in 2015, MediPharm Labs specializes in the development and manufacture of purified, pharmaceutical-quality cannabis concentrates, active pharmaceutical ingredients (API) and advanced derivative products utilizing a Good Manufacturing Practices certified facility with ISO standard-built clean rooms. MediPharm Labs has invested in an expert, research driven team, state-of-the-art technology, downstream purification methodologies and purpose-built facilities for delivery of pure, trusted and precision-dosed cannabis products for its customers. MediPharm Labs develops, formulates, processes, packages and distributes cannabis and advanced cannabinoid-based products to domestic and international medical markets. In 2021, MediPharm Labs received a Pharmaceutical Drug Establishment License from Health Canada, becoming the only company in North America to hold a commercial-scale domestic Good Manufacturing Practices License for the extraction of multiple natural cannabinoids. This GMP license was the first step in the Company's current foreign drug manufacturing site registration with the US FDA. In 2023, MediPharm acquired VIVO Cannabis Inc., which expanded MediPharm's reach to medical patients in Canada via Canna Farms medical ecommerce platform, and in Australia and Germany through Beacon Medical Australia PTY Ltd. and Beacon Medical Germany GMBH. This acquisition also included Harvest Medical Clinics in Canada which provides medical cannabis patients with Physician consultations for medical cannabis education and prescriptions. The Company carries out its operations in compliance with all applicable laws in the countries in which it operates. Shareholder Voting Assistance: If you have any questions or require any assistance in executing your GREEN proxy or voting instruction form, please call Sodali & Co at: North American Toll-Free Number: 1.888.777.2059Outside North America, Banks, Brokers and Collect Calls: 1.289.695.3075Email: assistance@ American Toll-Free Facsimile: 1.877.218.5372 For up-to-date information and assistance in voting please visit: Investor Contact: MediPharm Labs Investor RelationsTelephone: +1 416.913.7425Email: investors@ Media Contact: John VincicOakstrom Advisors+1 (647) 402-6375john@ Cautionary Note Regarding Forward-Looking Information: This news release contains 'forward-looking information' and 'forward-looking statements' (collectively, 'forward-looking statements') within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as 'expects', or 'does not expect', 'is expected', 'anticipates' or 'does not anticipate', 'plans', 'budget', 'scheduled', 'forecasts', 'estimates', 'believes' or 'intends' or variations of such words and phrases or stating that certain actions, events or results 'may' or 'could', 'would', 'might' or 'will' be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate to, among other things: timing of the Annual and Special Meeting, any potential momentum in the Company's business, the ability of the Company to capitalize on strategic growth opportunities, and any outcomes resulting from the circumstances and information cited herein. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; the inability of MediPharm Labs to obtain adequate financing; the delay or failure to receive regulatory approvals; and other factors discussed in MediPharm Labs' continuous disclosure filings, available on the SEDAR+ website at There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, MediPharm Labs assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.
Hamilton Spectator
23-05-2025
- Business
- Hamilton Spectator
MediPharm Labs Cautions Shareholders about Dissident Nominees' Governance Failures at Check-Cap Ltd.
TORONTO, May 23, 2025 (GLOBE NEWSWIRE) — MediPharm Labs Corp. (TSX: LABS) ('MediPharm', the 'Company', or 'we'), a pharmaceutical company specialized in precision-based cannabinoids, today provided its shareholders with information related to three of the six directors (the 'Dissident Nominees') nominated by Apollo Technology Capital Corporation ('Apollo') to stand for election at MediPharm's Annual and Special Meeting of Shareholders on June 16, 2025. All dollar figures in this news release are in U.S. dollars. The Company believes events that have transpired over the past two years at Check-Cap Ltd. ('Check-Cap'), a Nasdaq-listed company, provide valuable insight into the dubious tactics, motives and character of the individuals now seeking to take control of the board of directors of MediPharm (the 'MediPharm Board'). The extraordinary sequence of events at Check-Cap has been notable for its evidence of poor governance practices, lack of transparency and disclosure to shareholders, questionable allocation of cash resources, high turnover, public shareholder disputes, failure to execute on promises and destruction of shareholder value. Most alarmingly, Check-Cap has been transferring millions of dollars of cash to Apollo and its subsidiaries – companies led by Dissident Nominee and shareholder, Regan McGee. The cash transfers were characterized as being tied to a merger agreement with an Apollo subsidiary that was announced 14 months ago but has yet to be completed. Chris Taves, Chair of MediPharm, commented: 'The troubling fact pattern involving three of the Dissident Nominees raises several red flags. The MediPharm Board urges its shareholders to exercise a high level of caution before considering voting for any of McGee's nominees to run your Company.' Summary of Recent Events at Check-Cap1 Symetryx Corporation ('Symetryx'), a Toronto-based investment firm and owner of 5.8% of Check-Cap's shares according to public filings, led a successful campaign in 2023 to stop a business combination with Keystone Dental Holdings (the 'Keystone Transaction') proposed by the Check-Cap board (the 'Check-Cap Board'). According to its website and other public sources, Symetryx also owns shares of Nobul, a company founded and led by Dissident Nominee, Regan McGee. A vote by Check-Cap shareholders on December 18, 2023 resulted in the termination of the 2023 Keystone Transaction, and the replacement of the entire Check-Cap Board with five nominees proposed by Symetryx. Within five weeks following this vote, four of the five directors duly elected by shareholders had resigned, and were replaced with four new Check-Cap Board members. One of the directors who had been appointed, resigned the following day. On March 25, 2024, Check-Cap announced the terms of a proposed business combination (the 'Check-Cap Nobul Merger') with Nobul AI Corp. ('Nobul'). According to the announcement, the Check-Cap Nobul Merger was subject to the approval of Check-Cap shareholders at a special meeting 'expected to occur in the coming months.' Approximately 14 months after the initial announcement of the Check-Cap Nobul Merger, there is currently still no indication that a shareholder vote on the Check-Cap-Nobul Merger has ever occurred or been scheduled, no recent announcement on the expected timing to complete or terminate the Check-Cap Nobul Merger, and no indication that Check-Cap has been seeking an alternative transaction to the Check-Cap Nobul Merger. Despite no formal business combination having been completed, on July 28, 2024 and September 8, 2024, the Check-Cap Board ratified and approved a loan agreement for a $6 million loan to Nobul, and the transfer of $11 million to a segregated bank account 'to fund the pursuit of accretive acquisition targets or other growth initiatives of Nobul and for no other purposes.' At least $2.8 million of the funds had already been spent by the end of 2024. As set out in Check-Cap's business combination agreement with Nobul ('BCA') amended on September 8, 2024, funds in the segregated account can be disbursed with the authorization of just two individuals: Check-Cap chairman David Lontini and Nobul chairman Mr. McGee, both of whom are among Apollo's six Dissident Nominees for the MediPharm Board. 1 All events described in this news release are based on Check-Cap's filings with the U.S. Securities and Exchange Commission beginning in June 2023 and public news releases. We urge shareholders to review those source materials. Our summary may be limited by any deficiencies in that disclosure. Check-Cap's Connections to the Dissident Nominees Three of the six Dissident Nominees now seeking election to the MediPharm Board, namely David Lontini, Alan D. Lewis II and Regan McGee, have been directly involved in the events at Check-Cap: Important Questions Raised for MediPharm Shareholders MediPharm believes that activist shareholders often follow the same 'playbook' in their pursuit to take control of target companies, especially when they have been successful utilizing such tactics in the past. We are concerned that the events at Check-Cap, and the direct involvement of three of the Dissident Nominees now seeking election to the MediPharm Board, represent significant risks for the Company's shareholders. MediPharm urges its shareholders to consider the following questions: 1) How did it benefit Check-Cap shareholders to transfer millions of dollars to Nobul? Was this in the best interests of Check-Cap, or only Regan McGee and the company he controls? 2) Does Apollo plan to replace some or all of its Dissident Nominees with new appointees, similar to what happened at Check-Cap? Which ones would remain to serve on the MediPharm Board? 3) Has Apollo already identified specific merger or acquisition targets it intends for MediPharm to pursue? Are such merger candidates connected with any of the Dissident Nominees or their affiliates or associates? 4) Do the Dissident Nominees, and particularly those who have been directly involved with Check-Cap, have a track record that qualifies them to take control of another public company, in particular one in a highly specialized sector? 5) Do Apollo and its Dissident Nominees have a better plan in place for MediPharm, as compared to the overlapping group that took control of Check-Cap? Additional Background Information on the Events at Check-Cap To supplement the information provided above, a selected summary of developments at Check-Cap over the past two years follows. The MediPharm Board urges its shareholders to exercise a high level of caution before considering voting for the same group of individuals responsible for the failures at Check-Cap to run the Company, and to treat any statements or promises made by the Dissident Nominees with a high level of skepticism. Vote for the Highly Qualified MediPharm Nominees In light of the concerns raised by multiple parties in litigation with Mr. McGee, as well as the issues the Company has raised in previous news releases about the qualifications and suitability of the Dissident Nominees collectively, MediPharm urges shareholders to vote only using the GREEN proxy or GREEN voting instruction form in support of all of the Company's nominees and resolutions. To ensure your vote is counted, shareholders are encouraged to proactively contact their broker to obtain their 16-digit control number associated with the GREEN management proxy. Once received, you can cast your vote by visiting . You may receive materials or outreach from the dissident — please disregard any such communications and vote only using the GREEN proxy in support of the Company's nominees. About MediPharm Labs Founded in 2015, MediPharm Labs specializes in the development and manufacture of purified, pharmaceutical-quality cannabis concentrates, active pharmaceutical ingredients (API) and advanced derivative products utilizing a Good Manufacturing Practices certified facility with ISO standard-built clean rooms. MediPharm Labs has invested in an expert, research driven team, state-of-the-art technology, downstream purification methodologies and purpose-built facilities for delivery of pure, trusted and precision-dosed cannabis products for its customers. MediPharm Labs develops, formulates, processes, packages and distributes cannabis and advanced cannabinoid-based products to domestic and international medical markets. In 2021, MediPharm Labs received a Pharmaceutical Drug Establishment License from Health Canada, becoming the only company in North America to hold a commercial-scale domestic Good Manufacturing Practices License for the extraction of multiple natural cannabinoids. This GMP license was the first step in the Company's current foreign drug manufacturing site registration with the US FDA. In 2023, MediPharm acquired VIVO Cannabis Inc., which expanded MediPharm's reach to medical patients in Canada via Canna Farms medical ecommerce platform, and in Australia and Germany through Beacon Medical Australia PTY Ltd. and Beacon Medical Germany GMBH. This acquisition also included Harvest Medical Clinics in Canada which provides medical cannabis patients with Physician consultations for medical cannabis education and prescriptions. The Company carries out its operations in compliance with all applicable laws in the countries in which it operates. Shareholder Voting Assistance: If you have any questions or require any assistance in executing your GREEN proxy or voting instruction form, please call Sodali & Co at: North American Toll-Free Number: 1.888.777.2059 Outside North America, Banks, Brokers and Collect Calls: 1.289.695.3075 Email: assistance@ North American Toll-Free Facsimile: 1.877.218.5372 For up-to-date information and assistance in voting please visit: Investor Contact: MediPharm Labs Investor Relations Telephone: +1 416.913.7425 Email: investors@ Media Contact: John Vincic Oakstrom Advisors +1 (647) 402-6375 john@ Cautionary Note Regarding Forward-Looking Information: This news release contains 'forward-looking information' and 'forward-looking statements' (collectively, 'forward-looking statements') within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as 'expects', or 'does not expect', 'is expected', 'anticipates' or 'does not anticipate', 'plans', 'budget', 'scheduled', 'forecasts', 'estimates', 'believes' or 'intends' or variations of such words and phrases or stating that certain actions, events or results 'may' or 'could', 'would', 'might' or 'will' be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate to, among other things: timing of the Annual and Special Meeting, any impacts to MediPharm shareholders of the actions relating to the Dissident Nominees described herein, and any outcomes resulting from the circumstances and information cited herein. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; the inability of MediPharm Labs to obtain adequate financing; the delay or failure to receive regulatory approvals; and other factors discussed in MediPharm Labs' continuous disclosure filings, available on the SEDAR+ website at . There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, MediPharm Labs assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.
Yahoo
23-05-2025
- Business
- Yahoo
MediPharm Labs Cautions Shareholders about Dissident Nominees' Governance Failures at Check-Cap Ltd.
TORONTO, May 23, 2025 (GLOBE NEWSWIRE) -- MediPharm Labs Corp. (TSX: LABS) ('MediPharm', the 'Company', or 'we'), a pharmaceutical company specialized in precision-based cannabinoids, today provided its shareholders with information related to three of the six directors (the 'Dissident Nominees') nominated by Apollo Technology Capital Corporation ('Apollo') to stand for election at MediPharm's Annual and Special Meeting of Shareholders on June 16, 2025. All dollar figures in this news release are in U.S. dollars. The Company believes events that have transpired over the past two years at Check-Cap Ltd. ('Check-Cap'), a Nasdaq-listed company, provide valuable insight into the dubious tactics, motives and character of the individuals now seeking to take control of the board of directors of MediPharm (the 'MediPharm Board'). The extraordinary sequence of events at Check-Cap has been notable for its evidence of poor governance practices, lack of transparency and disclosure to shareholders, questionable allocation of cash resources, high turnover, public shareholder disputes, failure to execute on promises and destruction of shareholder value. Most alarmingly, Check-Cap has been transferring millions of dollars of cash to Apollo and its subsidiaries – companies led by Dissident Nominee and shareholder, Regan McGee. The cash transfers were characterized as being tied to a merger agreement with an Apollo subsidiary that was announced 14 months ago but has yet to be completed. Chris Taves, Chair of MediPharm, commented: 'The troubling fact pattern involving three of the Dissident Nominees raises several red flags. The MediPharm Board urges its shareholders to exercise a high level of caution before considering voting for any of McGee's nominees to run your Company.' Summary of Recent Events at Check-Cap1 Symetryx Corporation ('Symetryx'), a Toronto-based investment firm and owner of 5.8% of Check-Cap's shares according to public filings, led a successful campaign in 2023 to stop a business combination with Keystone Dental Holdings (the 'Keystone Transaction') proposed by the Check-Cap board (the 'Check-Cap Board'). According to its website and other public sources, Symetryx also owns shares of Nobul, a company founded and led by Dissident Nominee, Regan McGee. A vote by Check-Cap shareholders on December 18, 2023 resulted in the termination of the 2023 Keystone Transaction, and the replacement of the entire Check-Cap Board with five nominees proposed by Symetryx. Within five weeks following this vote, four of the five directors duly elected by shareholders had resigned, and were replaced with four new Check-Cap Board members. One of the directors who had been appointed, resigned the following day. On March 25, 2024, Check-Cap announced the terms of a proposed business combination (the 'Check-Cap Nobul Merger') with Nobul AI Corp. ('Nobul'). According to the announcement, the Check-Cap Nobul Merger was subject to the approval of Check-Cap shareholders at a special meeting 'expected to occur in the coming months.' Approximately 14 months after the initial announcement of the Check-Cap Nobul Merger, there is currently still no indication that a shareholder vote on the Check-Cap-Nobul Merger has ever occurred or been scheduled, no recent announcement on the expected timing to complete or terminate the Check-Cap Nobul Merger, and no indication that Check-Cap has been seeking an alternative transaction to the Check-Cap Nobul Merger. Despite no formal business combination having been completed, on July 28, 2024 and September 8, 2024, the Check-Cap Board ratified and approved a loan agreement for a $6 million loan to Nobul, and the transfer of $11 million to a segregated bank account 'to fund the pursuit of accretive acquisition targets or other growth initiatives of Nobul and for no other purposes.' At least $2.8 million of the funds had already been spent by the end of 2024. As set out in Check-Cap's business combination agreement with Nobul ('BCA') amended on September 8, 2024, funds in the segregated account can be disbursed with the authorization of just two individuals: Check-Cap chairman David Lontini and Nobul chairman Mr. McGee, both of whom are among Apollo's six Dissident Nominees for the MediPharm Board. 1 All events described in this news release are based on Check-Cap's filings with the U.S. Securities and Exchange Commission beginning in June 2023 and public news releases. We urge shareholders to review those source materials. Our summary may be limited by any deficiencies in that disclosure. Check-Cap's Connections to the Dissident Nominees Three of the six Dissident Nominees now seeking election to the MediPharm Board, namely David Lontini, Alan D. Lewis II and Regan McGee, have been directly involved in the events at Check-Cap: Mr. Lontini is 'Active Chairman' of the Check-Cap Board, having been initially appointed to the board in January 2024 to replace one of the directors who had resigned shortly after being elected. He was subsequently elected as a director in April 2024, became Chairman in July 2024 and 'Active Chairman' in November 2024. Mr. Lewis is a director of Check-Cap, and became the latest individual appointed as CFO of Check-Cap on April 6, 2025. Mr. Lewis is a colleague of a fourth Dissident Nominee, Demetrios Mallios, with both being co-founders and officers of The Aeon Group, Inc. Mr. McGee, in his capacity as Nobul's founder, CEO and Chairman, has been Check-Cap's intended merger counterparty and is designated to become the merged entity's CEO and Chairman upon completion of the Check-Cap Nobul Merger, if such transaction actually closes. Mr. McGee is also Chairman and CEO of Apollo. Important Questions Raised for MediPharm Shareholders MediPharm believes that activist shareholders often follow the same 'playbook' in their pursuit to take control of target companies, especially when they have been successful utilizing such tactics in the past. We are concerned that the events at Check-Cap, and the direct involvement of three of the Dissident Nominees now seeking election to the MediPharm Board, represent significant risks for the Company's shareholders. MediPharm urges its shareholders to consider the following questions: 1) How did it benefit Check-Cap shareholders to transfer millions of dollars to Nobul? Was this in the best interests of Check-Cap, or only Regan McGee and the company he controls? 2) Does Apollo plan to replace some or all of its Dissident Nominees with new appointees, similar to what happened at Check-Cap? Which ones would remain to serve on the MediPharm Board? 3) Has Apollo already identified specific merger or acquisition targets it intends for MediPharm to pursue? Are such merger candidates connected with any of the Dissident Nominees or their affiliates or associates? 4) Do the Dissident Nominees, and particularly those who have been directly involved with Check-Cap, have a track record that qualifies them to take control of another public company, in particular one in a highly specialized sector? 5) Do Apollo and its Dissident Nominees have a better plan in place for MediPharm, as compared to the overlapping group that took control of Check-Cap? Additional Background Information on the Events at Check-Cap To supplement the information provided above, a selected summary of developments at Check-Cap over the past two years follows. Check-Cap is an Israel-based company whose trials of its colorectal cancer screening test did not meet expectations, causing the Check-Cap Board to announce its intention to pursue strategic options in June 2023. In July 2023, Symetryx announced a non-binding proposal to acquire Check-Cap, identifying Check-Cap's $37.4 million cash balance as the basis for the company's valuation. Symetryx requested immediate engagement with the Check-Cap Board, but did not respond to an email sent by Check-Cap's chairman on August 10, 2023 to propose a conversation. Check-Cap entered into the Keystone Transaction on August 16, 2023, subject to the approval of Check-Cap shareholders. Symetryx outlined its opposition to the Keystone Transaction in a news release dated October 17, 2023. Issues identified by Symetryx included, among other things, a lack of synergies, an inflated valuation, and Check-Cap's cash burn rate. Symetryx put forward a list of five directors it planned to nominate to replace the existing Check-Cap board. On October 19, 2023, Check-Cap responded with a letter to shareholders which described an extensive bidding process lasting several months and involving outreach by an independent advisor to 150 companies, 42 non-binding proposals and detailed discussions with six prospective merger partners. The letter said that the selected partner, Keystone Dental Holdings, had generated revenue of $61 million in 2022 and $33.4 million in the first half of 2023. On December 18, 2023, Check-Cap shareholders voted in favour of all five directors nominated by Symetryx, voted against the Keystone Transaction, and voted against a reverse share split. In a December 22, 2023 news release thanking Check-Cap shareholders for supporting its bid, Symetryx president Barry Shiff commented: 'We believe, as many of our fellow shareholders do, that there is tremendous upside potential at [Check-Cap]. We encourage the newly constituted [Check-Cap] Board to identify a more appropriate merger candidate.' During the month of January 2024, Check-Cap, now under the control of the new Check-Cap Board, announced the resignation of four of the five directors elected at the shareholder meeting the previous month. The fifth was removed in April 2024. Check-Cap's auditors resigned in February 2024 due to 'certain control concerns that arose during the first quarter of 2024 within the company.' On March 25, 2024, Check-Cap announced the Check-Cap Nobul Merger. In the news release, Check-Cap's Chairman Paul Medeiros, who had been appointed to the Check-Cap Board on January 21, 2024 (four days earlier than the other three newly appointed directors), said the transaction followed a 'comprehensive and thorough review of strategic alternatives.' There was no reference in the announcement to Symetryx owning shares of Nobul. On April 1, 2024, Check-Cap's largest shareholder and its director filed a Schedule 13D with the SEC describing a number of concerns about the state of affairs at Check-Cap. These included 'chaotic turnover in leadership,' the resignation of the auditor, and Check-Cap's 'alarming cash-burn rate.' The shareholder's issues with the Check-Cap Nobul Merger also included, 'the large potential payout to Nobul if [Check-Cap's] shareholders do not approve the [BCA] and related transactions, and the process for [Check-Cap's] negotiation and entry into the [BCA], considering, among other things, that Nobul appears to be a portfolio company of Symetryx Corporation.' Several days later, that shareholder entered into a support agreement and committed to voting in favour of the Check-Cap Nobul Merger. On July 28, 2024 and September 8, 2024, Check-Cap's Board approved a loan agreement for a $6 million loan to Nobul. The Check-Cap Board also approved the amendment to the BCA with Nobul, with the specific purpose of enabling the loan and obligating Check-Cap to deposit $11 million into a segregated account in order to fund Nobul's growth initiatives. The funds appear to have been transferred to an account held by RBC in Toronto under the name 'Nobul AI Corp.' in August 2024. Check-Cap did not disclose any consideration received from Nobul in return for this generous and unconventional gesture. The funds loaned or approved for eventual transfer to Nobul represented the vast majority of the approximately $18 million of cash Check-Cap had on hand at June 30, 2024. This issue was compounded by the fact that Check-Cap had incurred an approximately $6.8 million operating loss in the first half of 2024. We are unable to determine how much cash was remaining at the end of 2024, as Check-Cap, with Dissident Nominee Alan D. Lewis II as CFO, recently announced it was unable to meet its deadline for filing year-end financial results. Nobul amalgamated with Apollo on August 26, 2024. We can find no record of this amalgamation having been disclosed to Check-Cap shareholders, who may continue to be under the impression that their company is planning to merge with an entity that no longer exists in the form described to them. On October 7, 2024, Check-Cap received a derivative claim against its directors and Nobul. The claim relates to 'corporate governance issues and entity level control, including issues relating to the appointment of certain board members, the validity of certain board decisions, and questions related to the legality of the [BCA governing the Check-Cap-Nobul Merger] and certain cash transactions and whether such transactions are in [Check-Cap's] best interest.' Check-Cap said the derivative action is frivolous and it will vigorously defend itself. Since January 2024, seven different directors have resigned from Check-Cap's five-person board (including three who purportedly resigned for 'personal reasons' on the same day, and another who resigned one day after being appointed), and an eighth was removed by shareholder vote following a request by Symetryx for his removal, notwithstanding that he was included as a proposed director put forth by Symetryx at the December 18, 2023 meeting of shareholders. Check-Cap has also experienced unusually high turnover at the CEO and CFO positions during the same period. In less than 1.5 years, at least three individuals have held the CEO or equivalent title and four individuals have held the CFO title (not including one CEO and one CFO who were each appointed but apparently never held the respective positions). Check-Cap's share price history is illustrative of the effect on shareholder value of the events described above. Its closing share price on May 22, 2025 was $0.85. This compares to a share price of $2.47 on March 26, 2024 after the Check-Cap-Nobul Merger was announced, and $2.36 on December 19, 2023 after the previous board was unseated. Check-Cap's share price was $2.35 on August 17, 2023 following the announcement of the Keystone Transaction which Symetryx fought to prevent. Nasdaq has twice notified Check-Cap that its shares are subject to potential delisting because they have traded below the minimum $1.00 bid price for more than 30 days. The reverse share split proposed by the previous Check-Cap board at the December 2023 shareholder meeting and successfully opposed by Symetryx may have prevented or delayed the shares falling below the $1.00 threshold required to maintain its Nasdaq listing. To the Company's knowledge, Check-Cap has not updated its shareholders on the status of the Check-Cap Nobul Merger since the initial announcement, other than to disclose the derivative action, the amendment to the BCA to allow for the transfer of cash to Nobul described above, as well as further updates with regards to the transfer of cash. In fact, there is no indication that Check-Cap has issued a single news release since March 25, 2024. The MediPharm Board urges its shareholders to exercise a high level of caution before considering voting for the same group of individuals responsible for the failures at Check-Cap to run the Company, and to treat any statements or promises made by the Dissident Nominees with a high level of skepticism. Vote for the Highly Qualified MediPharm Nominees In light of the concerns raised by multiple parties in litigation with Mr. McGee, as well as the issues the Company has raised in previous news releases about the qualifications and suitability of the Dissident Nominees collectively, MediPharm urges shareholders to vote only using the GREEN proxy or GREEN voting instruction form in support of all of the Company's nominees and resolutions. To ensure your vote is counted, shareholders are encouraged to proactively contact their broker to obtain their 16-digit control number associated with the GREEN management proxy. Once received, you can cast your vote by visiting You may receive materials or outreach from the dissident — please disregard any such communications and vote only using the GREEN proxy in support of the Company's nominees. About MediPharm Labs Founded in 2015, MediPharm Labs specializes in the development and manufacture of purified, pharmaceutical-quality cannabis concentrates, active pharmaceutical ingredients (API) and advanced derivative products utilizing a Good Manufacturing Practices certified facility with ISO standard-built clean rooms. MediPharm Labs has invested in an expert, research driven team, state-of-the-art technology, downstream purification methodologies and purpose-built facilities for delivery of pure, trusted and precision-dosed cannabis products for its customers. MediPharm Labs develops, formulates, processes, packages and distributes cannabis and advanced cannabinoid-based products to domestic and international medical markets. In 2021, MediPharm Labs received a Pharmaceutical Drug Establishment License from Health Canada, becoming the only company in North America to hold a commercial-scale domestic Good Manufacturing Practices License for the extraction of multiple natural cannabinoids. This GMP license was the first step in the Company's current foreign drug manufacturing site registration with the US FDA. In 2023, MediPharm acquired VIVO Cannabis Inc., which expanded MediPharm's reach to medical patients in Canada via Canna Farms medical ecommerce platform, and in Australia and Germany through Beacon Medical Australia PTY Ltd. and Beacon Medical Germany GMBH. This acquisition also included Harvest Medical Clinics in Canada which provides medical cannabis patients with Physician consultations for medical cannabis education and prescriptions. The Company carries out its operations in compliance with all applicable laws in the countries in which it operates. Shareholder Voting Assistance: If you have any questions or require any assistance in executing your GREEN proxy or voting instruction form, please call Sodali & Co at: North American Toll-Free Number: 1.888.777.2059Outside North America, Banks, Brokers and Collect Calls: 1.289.695.3075Email: assistance@ American Toll-Free Facsimile: 1.877.218.5372 For up-to-date information and assistance in voting please visit: Investor Contact: MediPharm Labs Investor RelationsTelephone: +1 416.913.7425Email: investors@ Media Contact: John VincicOakstrom Advisors+1 (647) 402-6375john@ Cautionary Note Regarding Forward-Looking Information: This news release contains 'forward-looking information' and 'forward-looking statements' (collectively, 'forward-looking statements') within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as 'expects', or 'does not expect', 'is expected', 'anticipates' or 'does not anticipate', 'plans', 'budget', 'scheduled', 'forecasts', 'estimates', 'believes' or 'intends' or variations of such words and phrases or stating that certain actions, events or results 'may' or 'could', 'would', 'might' or 'will' be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate to, among other things: timing of the Annual and Special Meeting, any impacts to MediPharm shareholders of the actions relating to the Dissident Nominees described herein, and any outcomes resulting from the circumstances and information cited herein. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; the inability of MediPharm Labs to obtain adequate financing; the delay or failure to receive regulatory approvals; and other factors discussed in MediPharm Labs' continuous disclosure filings, available on the SEDAR+ website at There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, MediPharm Labs assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.
Cision Canada
15-05-2025
- Business
- Cision Canada
MediPharm Labs Raises Concerns About Poorly Qualified Dissident Nominees
TORONTO, May 15, 2025 /CNW/ - MediPharm Labs Corp. (TSX: LABS) (" MediPharm" or the " Company"), a pharmaceutical company specialized in precision-based cannabinoids, today provided its shareholders with additional information about the six nominees for its board of directors (the " Dissident Nominees") submitted by Apollo Technology Capital Corporation (" Apollo"). The Dissident Nominees were listed and described in a dissident proxy circular filed on May 7, 2025 (the " Dissident Circular") and are expected to stand for election at the Company's Annual and Special Meeting of Shareholders on June 16, 2025. The Board's overall concerns with the Dissident Nominees Following an initial review, the MediPharm Board of Directors (the " Board") has identified a number of concerns about the qualifications of the Dissident Nominees both individually and collectively. These concerns include: Insufficient experience in the cannabis and pharmaceutical sectors Limited public company board experience Interlocking relationships among the nominees Troublesome track record of the lead dissident Potential conflicts of interest Limited career experience and skills Lack of diversity Chris Taves, Chair of MediPharm, comments: "Serving as a director of a public company carries significant responsibility and requires substantial experience. As a whole, the Board must possess a wide range of specific skills in order to effectively carry out its fiduciary responsibilities, including amongst other things, adherence to proper corporate governance. While some of the Dissident Nominees have had relevant career experience, we are concerned that this group, collectively, does not have the mix of qualifications necessary to run a complex international business like MediPharm." The Dissident Nominees include the following individuals: Regan McGee Scott Walters David Lontini Demetrios Mallios John Fowler Alan D. Lewis II The Board's concerns about the Dissident Nominees can be summarized as follows. Insufficient experience in the cannabis and pharmaceutical sectors Only two of the Dissident Nominees, Mr. Fowler and Mr. Walters, have any experience in the cannabis sector. Their cannabis experience has primarily been in the recreational space, which is significantly different from the medical space where the Company's focus lies. The medical cannabis sector requires specialized understanding of pharmaceutical manufacturing standards, global regulatory compliance, and medical distribution channels — expertise which none of the nominees appear to possess. The Company's business is now seeing meaningful growth in the international markets, as a result of it building out its international medical business, where it has a clear competitive advantage and ability to create shareholder value. No Dissident Nominee appears to have any experience in the pharmaceutical sector, in which MediPharm operates. Limited public company director experience The Dissident Circular indicates that the Dissident Nominees currently serve as directors of five public companies. Of these, at least four appear to be non-operating companies or speculative entities that would not typically provide a director with opportunities to acquire the type of skills and experience relevant for an active, complex business like MediPharm. Those five companies generate a median revenue of zero, and have a combined market capitalization that is roughly equal to that of MediPharm. They include: Check-Cap Ltd. (Mr. Lontini) is a reverse merger candidate with no revenue whose value is based primarily on its public listing and its declining cash balance. Big Gold Inc. (Mr. Walters) is an exploration-stage mining company with a market capitalization below C$1 million. Maxus Mining Inc. (Mr. Walters) is an exploration-stage mining company whose shares began to trade on the Canadian Securities Exchange on May 8, 2025. Invent Ventures Inc. (Mr. Lewis) is "an incubator that builds, acquires, and invests in transformative businesses." Its market capitalization and annual revenue are both below USD$1 million, more than seven years after Mr. Lewis and Mr. Mallios became controlling shareholders of Invent through their firm, The Aeon Group, and began to serve personally as officers and directors. Paragon Technologies Inc. (Mr. Lontini), a holding company with a market capitalization of approximately USD$15 million, appears to be the largest public company on the list. Mr. Lontini has been a director for less than six months. The Board is not aware of Mr. McGee, who seeks to become Chairman of MediPharm, ever having served on a public company board of directors. Interlocking relationships among the nominees There are multiple instances of the Dissident Nominees working together at other companies, serving together on other boards and otherwise having close commercial ties. Such interlocked relationships could lead to groupthink, lack of independent thought, and decisions that may be influenced by factors external to the Company. Examples of interlock include the following: Mr. Lewis and Mr. Mallios are both officers of The Aeon Group. In addition, Mr. Lewis is a director of Invent Ventures Inc., a company controlled by Aeon Group, and for which Mr. Mallios serves as CEO. Mr. Lontini is Active Chairman, and Mr. Lewis is Chief Financial Officer, of Check-Cap Ltd., a company which has entered a Business Combination Agreement with Nobul AI Inc., a company where Mr. McGee serves as Chairman, CEO and controlling shareholder. Mr. Fowler and Mr. Walters previously served together as directors and management of The Supreme Cannabis Company, Inc., and continue to collaborate on business interests at companies including Blaise Ventures Inc. and The BIG Concentrates Company. The Canadian Coalition for Good Governance (" CCGG") recommends: "that a company's directors should be independent of each other. To maintain that independence, an issuer should implement a policy limiting interlocking board relationships … CCGG believes that too many interlocking board relationships create interconnected interests that could be harmful to director independence." Troublesome track record of the lead dissident Regan McGee, Apollo's Chairman and CEO and the lead dissident, has a troublesome track record and a career marked by conflict and controversy. Nobul Technologies Inc. (" Nobul Tech"), a wholly owned Apollo subsidiary where Mr. McGee serves as Chairman and CEO, has been marred by a lawsuit in which it sued several of its former directors and investors who alleged that Nobul Tech was misrepresenting the source of its revenues, and that Mr. McGee was siphoning funds for his personal use. In his dealings with MediPharm, Mr. McGee has engaged in pressure tactics to acquire MediPharm shares improperly, and also threatened and defamed directors of the Company, among other improprieties. The Board is doubtful about Mr. McGee's appropriateness for a director role at any public company. As communicated in previous MediPharm news releases, Mr. McGee has offered no alternative vision for the Company, including who he considers fit to manage the Company. The Board understands that Mr. McGee has been communicating with former senior executives of the Company. Potential conflict of interest The Dissident Nominee Mr. Fowler serves as president of a company, Muskoka Grown Ltd. and was formerly its CEO. (Mr. Fowler was identified as "president and CEO" of Muskoka Grown in Apollo's Advance Notice letter sent to the Company on May 1, 2025, but by the time the Dissident Circular was published on May 7, 2025, he no longer held the CEO title.) As disclosed in the Dissident Circular, Muskoka Grown is a supplier of cannabis products to MediPharm and negotiates the commercial terms of such arrangement with the Company. The Board believes it would not be possible for Mr. Fowler to exercise independent judgement on potential transactions relating to the Company that would also benefit him in other ways personally. Limited career experience and skills Mr. Lontini landed his first public company director role in January 2024 and added a second director role in December 2024. Prior to these appointments, his experience offers little indication that he would be considered a qualified candidate to be a public company director. The biography presented to shareholders when he first became a director at Check-Cap Ltd. in January 2024, stated he had "completed M&A transactions" and mentioned "senior leadership positions." Based on publicly available information, including Mr. Lontini's LinkedIn profile, it is unclear whether he has ever held an executive role at any operating company outside of those he founded. His profile lists his title as president or owner at three separate entities he founded, including a home renovation business, a soccer consulting agency and a consulting firm established the same month he first became a director. Lack of diversity The dissident slate includes no female nominees, contrary to established best practices in corporate governance, including diversity expectations outlined by the Canadian Securities Administrators, proxy advisors and institutional stewardship policies. MediPharm's refreshed Board and highly qualified nominees In contrast to the underqualified Dissident Nominees, MediPharm has proposed seven highly qualified individuals for election to the Board. These nominees include David Pidduck, Chris Halyk, Chris Taves, Shelley Potts, Emily Jameson, John Medland and Keith Strachan. Ms. Jameson and Mr. Medland are first-time nominees to the MediPharm Board, and if elected, would be fully independent directors with no connections to any existing directors of the Company. In particular, the addition of Ms. Jameson and Mr. Medland reflects the Company's intent to deepen capital markets expertise and M&A execution capabilities, which are increasingly relevant as MediPharm scales internationally and evaluates strategic growth opportunities. Details about the Company's nominees can be found in the Management Information Circular recently sent to shareholders and filed by the Company on the SEDAR+ website at Shareholders are also encouraged to visit for nominees' biographies and other up-to-date information on the matters relating to the Annual and Special Meeting. In light of the Board's serious concerns about the Dissident Nominees' qualifications and suitability, shareholders are urged to vote only using the GREEN proxy or GREEN voting instruction form in support of all of the Company's nominees and resolutions. Proxy materials are currently being mailed and should arrive in the coming days, no later than next week. In the meantime, to ensure your vote is counted, shareholders are encouraged to proactively contact their broker to obtain their 16-digit control number associated with the GREEN management proxy. Once received, you can cast your vote by visiting You may receive materials or outreach from the dissident — please disregard any such communications and vote only using the GREEN proxy in support of the Company's nominees. About MediPharm Labs Founded in 2015, MediPharm Labs specializes in the development and manufacture of purified, pharmaceutical-quality cannabis concentrates, active pharmaceutical ingredients (API) and advanced derivative products utilizing a Good Manufacturing Practices certified facility with ISO standard-built clean rooms. MediPharm Labs has invested in an expert, research driven team, state-of-the-art technology, downstream purification methodologies and purpose-built facilities for delivery of pure, trusted and precision-dosed cannabis products for its customers. MediPharm Labs develops, formulates, processes, packages and distributes cannabis and advanced cannabinoid-based products to domestic and international medical markets. In 2021, MediPharm Labs received a Pharmaceutical Drug Establishment License from Health Canada, becoming the only company in North America to hold a commercial-scale domestic Good Manufacturing Practices License for the extraction of multiple natural cannabinoids. This GMP license was the first step in the Company's current foreign drug manufacturing site registration with the US FDA. In 2023, MediPharm acquired VIVO Cannabis Inc., which expanded MediPharm's reach to medical patients in Canada via Canna Farms medical ecommerce platform, and in Australia and Germany through Beacon Medical Australia PTY Ltd. and Beacon Medical Germany GMBH. This acquisition also included Harvest Medical Clinics in Canada which provides medical cannabis patients with Physician consultations for medical cannabis education and prescriptions. The Company carries out its operations in compliance with all applicable laws in the countries in which it operates. Shareholder Voting Assistance: If you have any questions or require any assistance in executing your GREEN proxy or voting instruction form, please call Sodali & Co at: North American Toll-Free Number: 1.888.777.2059 Outside North America, Banks, Brokers and Collect Calls: 1.289.695.3075 Email: [email protected] North American Toll-Free Facsimile: 1.877.218.5372 For up-to-date information and assistance in voting please visit: Cautionary Note Regarding Forward-Looking Information: This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate to, among other things: timing of the Annual and Special Meeting, the Company's future growth strategies and available M&A opportunities, creation of sustainable long term shareholder value, and the Company's competitive advantages. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; the inability of MediPharm Labs to obtain adequate financing; the delay or failure to receive regulatory approvals; and other factors discussed in MediPharm Labs' continuous disclosure filings, available on the SEDAR+ website at There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, MediPharm Labs assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change. SOURCE MediPharm Labs Corp.
Yahoo
15-05-2025
- Business
- Yahoo
MediPharm Labs Raises Concerns About Poorly Qualified Dissident Nominees
TORONTO, May 15, 2025 /CNW/ - MediPharm Labs Corp. (TSX: LABS) ("MediPharm" or the "Company"), a pharmaceutical company specialized in precision-based cannabinoids, today provided its shareholders with additional information about the six nominees for its board of directors (the "Dissident Nominees") submitted by Apollo Technology Capital Corporation ("Apollo"). The Dissident Nominees were listed and described in a dissident proxy circular filed on May 7, 2025 (the "Dissident Circular") and are expected to stand for election at the Company's Annual and Special Meeting of Shareholders on June 16, 2025. The Board's overall concerns with the Dissident Nominees Following an initial review, the MediPharm Board of Directors (the "Board") has identified a number of concerns about the qualifications of the Dissident Nominees both individually and collectively. These concerns include: Insufficient experience in the cannabis and pharmaceutical sectors Limited public company board experience Interlocking relationships among the nominees Troublesome track record of the lead dissident Potential conflicts of interest Limited career experience and skills Lack of diversity Chris Taves, Chair of MediPharm, comments: "Serving as a director of a public company carries significant responsibility and requires substantial experience. As a whole, the Board must possess a wide range of specific skills in order to effectively carry out its fiduciary responsibilities, including amongst other things, adherence to proper corporate governance. While some of the Dissident Nominees have had relevant career experience, we are concerned that this group, collectively, does not have the mix of qualifications necessary to run a complex international business like MediPharm." The Dissident Nominees include the following individuals: Regan McGee Scott Walters David Lontini Demetrios Mallios John Fowler Alan D. Lewis II The Board's concerns about the Dissident Nominees can be summarized as follows. Insufficient experience in the cannabis and pharmaceutical sectors Only two of the Dissident Nominees, Mr. Fowler and Mr. Walters, have any experience in the cannabis sector. Their cannabis experience has primarily been in the recreational space, which is significantly different from the medical space where the Company's focus lies. The medical cannabis sector requires specialized understanding of pharmaceutical manufacturing standards, global regulatory compliance, and medical distribution channels — expertise which none of the nominees appear to possess. The Company's business is now seeing meaningful growth in the international markets, as a result of it building out its international medical business, where it has a clear competitive advantage and ability to create shareholder value. No Dissident Nominee appears to have any experience in the pharmaceutical sector, in which MediPharm operates. Limited public company director experience The Dissident Circular indicates that the Dissident Nominees currently serve as directors of five public companies. Of these, at least four appear to be non-operating companies or speculative entities that would not typically provide a director with opportunities to acquire the type of skills and experience relevant for an active, complex business like MediPharm. Those five companies generate a median revenue of zero, and have a combined market capitalization that is roughly equal to that of MediPharm. They include: Check-Cap Ltd. (Mr. Lontini) is a reverse merger candidate with no revenue whose value is based primarily on its public listing and its declining cash balance. Big Gold Inc. (Mr. Walters) is an exploration-stage mining company with a market capitalization below C$1 million. Maxus Mining Inc. (Mr. Walters) is an exploration-stage mining company whose shares began to trade on the Canadian Securities Exchange on May 8, 2025. Invent Ventures Inc. (Mr. Lewis) is "an incubator that builds, acquires, and invests in transformative businesses." Its market capitalization and annual revenue are both below USD$1 million, more than seven years after Mr. Lewis and Mr. Mallios became controlling shareholders of Invent through their firm, The Aeon Group, and began to serve personally as officers and directors. Paragon Technologies Inc. (Mr. Lontini), a holding company with a market capitalization of approximately USD$15 million, appears to be the largest public company on the list. Mr. Lontini has been a director for less than six months. The Board is not aware of Mr. McGee, who seeks to become Chairman of MediPharm, ever having served on a public company board of directors. Interlocking relationships among the nominees There are multiple instances of the Dissident Nominees working together at other companies, serving together on other boards and otherwise having close commercial ties. Such interlocked relationships could lead to groupthink, lack of independent thought, and decisions that may be influenced by factors external to the Company. Examples of interlock include the following: Mr. Lewis and Mr. Mallios are both officers of The Aeon Group. In addition, Mr. Lewis is a director of Invent Ventures Inc., a company controlled by Aeon Group, and for which Mr. Mallios serves as CEO. Mr. Lontini is Active Chairman, and Mr. Lewis is Chief Financial Officer, of Check-Cap Ltd., a company which has entered a Business Combination Agreement with Nobul AI Inc., a company where Mr. McGee serves as Chairman, CEO and controlling shareholder. Mr. Fowler and Mr. Walters previously served together as directors and management of The Supreme Cannabis Company, Inc., and continue to collaborate on business interests at companies including Blaise Ventures Inc. and The BIG Concentrates Company. The Canadian Coalition for Good Governance ("CCGG") recommends: "that a company's directors should be independent of each other. To maintain that independence, an issuer should implement a policy limiting interlocking board relationships … CCGG believes that too many interlocking board relationships create interconnected interests that could be harmful to director independence." Troublesome track record of the lead dissident Regan McGee, Apollo's Chairman and CEO and the lead dissident, has a troublesome track record and a career marked by conflict and controversy. Nobul Technologies Inc. ("Nobul Tech"), a wholly owned Apollo subsidiary where Mr. McGee serves as Chairman and CEO, has been marred by a lawsuit in which it sued several of its former directors and investors who alleged that Nobul Tech was misrepresenting the source of its revenues, and that Mr. McGee was siphoning funds for his personal use. In his dealings with MediPharm, Mr. McGee has engaged in pressure tactics to acquire MediPharm shares improperly, and also threatened and defamed directors of the Company, among other improprieties. The Board is doubtful about Mr. McGee's appropriateness for a director role at any public company. As communicated in previous MediPharm news releases, Mr. McGee has offered no alternative vision for the Company, including who he considers fit to manage the Company. The Board understands that Mr. McGee has been communicating with former senior executives of the Company. Potential conflict of interest The Dissident Nominee Mr. Fowler serves as president of a company, Muskoka Grown Ltd. and was formerly its CEO. (Mr. Fowler was identified as "president and CEO" of Muskoka Grown in Apollo's Advance Notice letter sent to the Company on May 1, 2025, but by the time the Dissident Circular was published on May 7, 2025, he no longer held the CEO title.) As disclosed in the Dissident Circular, Muskoka Grown is a supplier of cannabis products to MediPharm and negotiates the commercial terms of such arrangement with the Company. The Board believes it would not be possible for Mr. Fowler to exercise independent judgement on potential transactions relating to the Company that would also benefit him in other ways personally. Limited career experience and skills Mr. Lontini landed his first public company director role in January 2024 and added a second director role in December 2024. Prior to these appointments, his experience offers little indication that he would be considered a qualified candidate to be a public company director. The biography presented to shareholders when he first became a director at Check-Cap Ltd. in January 2024, stated he had "completed M&A transactions" and mentioned "senior leadership positions." Based on publicly available information, including Mr. Lontini's LinkedIn profile, it is unclear whether he has ever held an executive role at any operating company outside of those he founded. His profile lists his title as president or owner at three separate entities he founded, including a home renovation business, a soccer consulting agency and a consulting firm established the same month he first became a director. Lack of diversity The dissident slate includes no female nominees, contrary to established best practices in corporate governance, including diversity expectations outlined by the Canadian Securities Administrators, proxy advisors and institutional stewardship policies. MediPharm's refreshed Board and highly qualified nominees In contrast to the underqualified Dissident Nominees, MediPharm has proposed seven highly qualified individuals for election to the Board. These nominees include David Pidduck, Chris Halyk, Chris Taves, Shelley Potts, Emily Jameson, John Medland and Keith Strachan. Ms. Jameson and Mr. Medland are first-time nominees to the MediPharm Board, and if elected, would be fully independent directors with no connections to any existing directors of the Company. In particular, the addition of Ms. Jameson and Mr. Medland reflects the Company's intent to deepen capital markets expertise and M&A execution capabilities, which are increasingly relevant as MediPharm scales internationally and evaluates strategic growth opportunities. Details about the Company's nominees can be found in the Management Information Circular recently sent to shareholders and filed by the Company on the SEDAR+ website at Shareholders are also encouraged to visit for nominees' biographies and other up-to-date information on the matters relating to the Annual and Special Meeting. In light of the Board's serious concerns about the Dissident Nominees' qualifications and suitability, shareholders are urged to vote only using the GREEN proxy or GREEN voting instruction form in support of all of the Company's nominees and resolutions. Proxy materials are currently being mailed and should arrive in the coming days, no later than next week. In the meantime, to ensure your vote is counted, shareholders are encouraged to proactively contact their broker to obtain their 16-digit control number associated with the GREEN management proxy. Once received, you can cast your vote by visiting You may receive materials or outreach from the dissident — please disregard any such communications and vote only using the GREEN proxy in support of the Company's nominees. About MediPharm Labs Founded in 2015, MediPharm Labs specializes in the development and manufacture of purified, pharmaceutical-quality cannabis concentrates, active pharmaceutical ingredients (API) and advanced derivative products utilizing a Good Manufacturing Practices certified facility with ISO standard-built clean rooms. MediPharm Labs has invested in an expert, research driven team, state-of-the-art technology, downstream purification methodologies and purpose-built facilities for delivery of pure, trusted and precision-dosed cannabis products for its customers. MediPharm Labs develops, formulates, processes, packages and distributes cannabis and advanced cannabinoid-based products to domestic and international medical markets. In 2021, MediPharm Labs received a Pharmaceutical Drug Establishment License from Health Canada, becoming the only company in North America to hold a commercial-scale domestic Good Manufacturing Practices License for the extraction of multiple natural cannabinoids. This GMP license was the first step in the Company's current foreign drug manufacturing site registration with the US FDA. In 2023, MediPharm acquired VIVO Cannabis Inc., which expanded MediPharm's reach to medical patients in Canada via Canna Farms medical ecommerce platform, and in Australia and Germany through Beacon Medical Australia PTY Ltd. and Beacon Medical Germany GMBH. This acquisition also included Harvest Medical Clinics in Canada which provides medical cannabis patients with Physician consultations for medical cannabis education and prescriptions. The Company carries out its operations in compliance with all applicable laws in the countries in which it operates. Shareholder Voting Assistance: If you have any questions or require any assistance in executing your GREEN proxy or voting instruction form, please call Sodali & Co at: North American Toll-Free Number: 1.888.777.2059Outside North America, Banks, Brokers and Collect Calls: 1.289.695.3075Email: assistance@ American Toll-Free Facsimile: 1.877.218.5372For up-to-date information and assistance in voting please visit: Cautionary Note Regarding Forward-Looking Information: This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate to, among other things: timing of the Annual and Special Meeting, the Company's future growth strategies and available M&A opportunities, creation of sustainable long term shareholder value, and the Company's competitive advantages. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; the inability of MediPharm Labs to obtain adequate financing; the delay or failure to receive regulatory approvals; and other factors discussed in MediPharm Labs' continuous disclosure filings, available on the SEDAR+ website at There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, MediPharm Labs assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change. View original content to download multimedia: SOURCE MediPharm Labs Corp. View original content to download multimedia: Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
