Message to Shareholders

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Cure MediPharm: A Call to Action from Shareholders Who Refuse to Accept Failure

Dear Fellow Shareholders,

Apollo Technology Capital Corporation, together with its affiliates ("Apollo Capital"), representing one of the largest shareholders of MediPharm Labs Corp. ("MediPharm"), is calling on all shareholders to unite and demand urgent change.

Shareholders are angry. And rightfully so. The Board of Directors of MediPharm has led this company to the brink of ruin. Over the last five years, they have presided over the destruction of $1 billion, including M&A, in shareholder value. They have squandered capital, sold off our core assets, diluted equity, and enriched themselves in the process.

We have attempted dialogue. We have attempted diplomacy. But the Board continues to ignore the very people who own this company — its shareholders. Their continued failure is not just a betrayal of trust; it is a breach of their fiduciary duty.

* * *

A COMPANY IN CRISIS: THE UNDENIABLE FACTS

  • 99% Share Price Collapse: From CAD $7.39 per share to just $0.06 per share
  • Over $58 Million in Operating Losses in the last few years
  • Only $8.4 Million in Cash Left as of March 31, 2025
  • $1 Billion in Market Capitalization Wiped Out

This is a financial catastrophe. The leadership team has not only failed to create value —

THEY HAVE OBLITERATED IT.

* * *

LOOTING THE COMPANY WHILE IT BURNS

We are particularly outraged by the blatant self-dealing and misaligned incentives entrenched in this Board. CEO David Pidduck has received millions in cash and equity despite the company’s devastating performance. Incredibly, his compensation increases as the share price drops. That’s right: the more value he destroys, the more shares he is awarded.

Let us be clear: executive compensation at MediPharm is completely untethered from performance.

Over the last three years:

  • David Pidduck has received over $5.59million in total compensation, including excessive equity grants with minimal vesting restrictions and large cash payouts
  • Greg Hunter, the CFO, has received over $2.35 million, even while financial controls and reporting remained weak and costs ballooned
  • The third highest-paid executive, Keith Strachan, has received nearly $2.17 million, despite overseeing the divestiture of critical assets and shrinking commercial operations

That’s over $10 million paid to three individuals — during a time when shareholders lost over 99% of their investment.

These payouts are indefensible. No clawbacks. No accountability. Just reward for failure.

  • Pidduck has now become MediPharm's largest individual shareholder, not through personal investment, but through excessive equity compensation
  • His equity grants are structured in a way that rewards dilution, incentivizing him to keep the share price low
  • Directors continue to receive $45,000 to $55,000 per year to sit on the Board of what is effectively now a penny stock

This is not governance. This is plunder.

* * *

DESTRUCTIVE DECISIONS ENDANGER THE FUTURE

The board is issuing shares and selling its assets to pay for their failures. Total assets of the company have declined from $65,495M at the end of 2022 to just $52,067 M at Q1 2025. This reflects a cumulative decline of ~20% in total assets from the end of 2022 to Q1 2025, largely driven by:

  • Asset impairments (notably international operations)
  • Divestiture of core facilities (e.g., CannaFarms and attempted sale of ABCann)
  • Ongoing operational losses

Over the same period, the common shares outstanding increased from 282 million to 415 million, representing total dilution of 47%.

Management’s M&A strategy is a disaster for shareholders.

The sale brings in only a fraction of the value it produces, mortgaging future cash flow for a short-term infusion to pay bloated overhead. The only explanation for this fire sale is that management needs the cash to continue paying themselves.

* * *

A RAPIDLY DEPLETING CASH POSITION

MediPharm is not just burning cash — it is incinerating it. As of March 31, 2025, the company’s cash balance stood at just $8.4 million, down from $11.7 million at year-end 2024 and a staggering $24.1 million at the beginning of 2023.

This means:

  • A 54% reduction in cash in just over 2 years
  • A 28% decline in the last fiscal year alone

And that was before the Board launched an expensive proxy contest using shareholder money to protect their seats.

At the current burn rate, MediPharm will run out of cash before the end of 2025. That’s not speculation. That is financial reality.

When that day comes, shareholders could be left with nothing.

* * *

WE HAVE A BETTER PATH FORWARD

Apollo Capital has nominated six highly qualified, independent directors with deep experience in cannabis, capital markets, M&A, and operational turnarounds. These nominees are committed to restoring integrity, performance, and value.

Our Plan Includes:

  • Halting value-destructive asset sales immediately
  • Conducting a full strategic and operational review to identify real pathways to profitability
  • Reforming executive compensation to align with shareholder returns, not dilution
  • Re-engaging international markets with a credible plan to regain growth
  • Rebuilding trust with shareholders, employees, customers, and partners

This isn’t just a protest. It’s a plan.

Protect Your Investment.

Cure Medipharm.

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