Latest news with #ReganMcGee
Yahoo
29-05-2025
- Business
- Yahoo
MediPharm Labs Responds to Fabricated Allegations from Dissident Shareholder
TORONTO, May 29, 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 confirmed that the Company is aware of the news release issued by Apollo Technology Capital Corporation ('Apollo') on May 29, 2025 making baseless allegations of malfeasance against the Company. These patently false allegations have been intentionally or recklessly fabricated as part of the campaign of misinformation employed by Apollo and its Chairman and CEO, Regan McGee in their bid to distract and mislead the Company's shareholders and parlay their 3% ownership position into total control of MediPharm's Board of Directors. MediPharm recently completed a full year-end audit with MNP LLP and received a clean audit opinion dated March 30, 2025, as it has in all previous fiscal years since becoming a public company. Public companies are not required to audit their quarterly financial results nor is it market practice to do so. The Company complies fully with International Financial Reporting Standards and its continuous disclosure obligations pursuant to Canadian securities law. MediPharm has commenced legal proceedings this week to address, in part, material misstatements Apollo has been making and has asked the court to award its costs. 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, the outcome of litigation commenced by MediPharm, 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 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
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.
Hamilton Spectator
23-05-2025
- Business
- Hamilton Spectator
Apollo Capital Comments on MediPharm Labs' Failure to Respond to Reasonable Offer to Ensure Fair, Lawful and Transparent 2025 Annual Meeting
MediPharm Labs Board Continues to Obstruct the Appointment and Oversight of an Independent Chair Failure to Appoint an Independent Chair to Oversee the Election of Directors at the Annual Meeting Prevents Shareholders from Exercising their Legal Right to Hold the Current Board Accountable for their Epic Failures Board Made No Attempt to Engage with Apollo Capital; Instead Resorted to Continued Campaign of Misdirection and Character Assassination Aimed to Undermine Shareholders Demanding Change Shareholders Deserve the Opportunity to Elect New Leaders in a Lawful and Fair Election Apollo Capital Reiterates Commitment to Transparent Election Process for the Benefit of All Shareholders URGES SHAREHOLDERS TO DISREGARD MEDIPHARM LABS' GREEN PROXY CARD AND VOTE THE GOLD PROXY CARD 'FOR' APOLLO CAPITAL'S SIX DIRECTOR NOMINEES TORONTO, May 23, 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 Labs', or the 'Company'), owning approximately 3% of the Company's common stock, today announced that MediPharm Labs' Board of Directors (the 'Board') did not respond to Apollo Capital's 'With Prejudice' offer to the Board to ensure the rights of shareholders are protected in connection with the Company's upcoming 2025 Annual and Special Meeting of Shareholder to be held on June 16, 2025 (the 'Annual Meeting'). Apollo Capital distributed the offer to MediPharm Labs counsel on May 21, 2025 – seeking to ensure a lawful and fair election overseen by an independent Chair in order to protect the rights of shareholders at the Annual Meeting. The offer, which Apollo Capital shared publicly, was unilaterally ignored by MediPharm Labs' Board, who made no attempts whatsoever to engage with representatives of Apollo Capital. Apollo Capital Chairman and CEO Regan McGee commented, 'MediPharm Labs and its Board continue to demonstrate their utter disregard for the rights of shareholders, preferring to further entrench themselves rather than honour their fiduciary duty to act in shareholders' best interests. Apollo Capital's offer was made in good faith to take the necessary steps to do right by MediPharm Labs shareholders, and it is damning that the Board would put its own personal interests ahead of the law and the interests of Company shareholders. 'The record needs to be set straight after all the misleading, defamatory and demonstrably untrue statements from the MediPharm Labs Board. Outside of MediPharm Labs, all litigation that I am involved in is related to each other. It is effectively one litigation and was initiated by me in order to protect shareholders from a small group of rogue board members who I sued for breaching their fiduciary duties. Tellingly, but not surprisingly, the MediPharm Labs Board wants to suggest that this is somehow a bad thing! 'The Company's attempts to villainize me are merely a feeble attempt to misdirect shareholders away from legitimate concerns regarding their staggering mismanagement of MediPharm Labs, which they have yet to answer for.' To be clear, MediPharm Labs' Board is obviously trying to confuse the shareholders into thinking that it is a bad thing that board members who breach their fiduciary duties should be sued and held accountable. Now, let's shine the spotlight back on what matters – your investment. Apollo Capital's nominees know how to build successful businesses, know how to get deals done, and know how to raise money. In response to the Company's allegations against one of Apollo Capital's nominees for election to the Company's Board, Regan McGee, Apollo Capital encourages shareholder to understand the facts regarding Mr. McGee and one of his businesses, Nobul Technologies Inc. ('Nobul'): The Board's attempts to malign the business acumen and character of Regan McGee and Apollo Capital's nominees are a pathetic distraction from the fact that the MediPharm Labs Board has presided over the catastrophic destruction of 99% of shareholder value. Apollo Capital is focused on what matters – protecting MediPharm Labs shareholders' investment. Apollo Capital asks shareholders to consider the dire state of MediPharm Labs: Apollo Capital's highly experienced director nominees – John Fowler, Alan D. Lewis, David Lontini, Demetrios Mallios, Regan McGee, and Scott Walters – will implement much-needed business and governance reforms in their first 100 days, including: Shareholders can visit , 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 . 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@ For Media: CureMediPharm@ 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 . 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 . 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 . 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@ . 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.
Yahoo
22-05-2025
- Business
- Yahoo
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 16th 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 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 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 Contacts For Shareholders:Carson ProxyNorth American Toll-Free Phone: 1-800-530-5189Local or Text Message: 416-751-2066 (collect calls accepted)E: info@ For Media:CureMediPharm@ 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 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 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 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@ 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.
