An anonymous director reports

MEDIPHARM LABS ALERTS SHAREHOLDERS TO ALLEGATIONS MADE AGAINST REGAN MCGEE IN MULTIPLE LITIGATION FILINGS

Medipharm Labs Corp. has alerted its shareholders to publicly available information about Regan McGee, the controlling shareholder, director, chairman and chief executive officer of Apollo Technology Capital Corp., a dissident Medipharm shareholder. Apollo filed an amended and restated dissident proxy circular on May 20, 2025, seeking to elect Mr. McGee and five other directors to the Medipharm board of directors at the company's annual and special meeting of shareholders scheduled for June 16, 2025.

The company notes that the dissident circular and related news releases issued by Apollo have emphasized the records of Mr. McGee and the other director nominees Apollo has put forward. Apollo has characterized Mr. McGee as a global business leader, a capital market and real estate visionary, and an experienced and highly qualified corporate director. Mr. McGee's qualifications take on an even greater importance due to Apollo's failure to communicate any meaningful strategy or plan for Medipharm, suggesting that Apollo expects shareholders to place full reliance on the credentials of its nominees.

When considering how much weight to give to these statements, the company believes shareholders should consider how Mr. McGee has been described by former investors, directors and officers of his companies. In contrast to Apollo's characterization of Mr. McGee, his former colleagues have made serious allegations against him in court proceedings about his business conduct, some of which are excerpted in this news release.

The information in this news release is excerpted and summarized from the pleadings of several parties involved in five distinct litigation proceedings with Apollo's wholly owned subsidiary Nobul Technologies Inc., certain affiliate companies and/or Mr. McGee. Mr. McGee is the founder, chairman, chief executive officer and indirect controlling shareholder of Nobul. The parties referenced in this news release include six former directors, one former officer and three shareholders of Nobul, acting in some cases as the plaintiff and in others as the defendant.

All pleadings referenced below have been filed with the Ontario Superior Court of Justice and are publicly available. The company cautions that the statements and allegations made in the pleadings have not been tested in court, cannot be independently verified and have been denied.

Allegations relating to compensation and use of company resources

Nobul Technologies Inc. v. Reed et al.

"The McGee defendants have used their total control of the company to set their own pay and perquisites through an entirely conflicted process and to divert corporate resources to themselves. The McGee defendants have abused their unsupervised access to Nobul's cash in order to fund their lavish lifestyles, including vast property holdings and investments, personal flights on private jets charged to Nobul, and exotic automobile collections despite the fact that Nobul is an early-stage company with modest revenues. The McGee defendants have also caused Nobul to contract with them and their affiliates and to make payments to them for services such as marketing that were charged at above-market rates or never delivered.

"In truth, the McGee defendants siphon investor funds for themselves and leave only a minimal amount of capital in the company to operate a traditional bricks and mortar brokerage."

Allegations relating to the nature of Nobul's business

Nobul Technologies Inc. v. Reed et al.

"The McGee defendants knowingly misrepresented Nobul as a professionally managed technology innovator. In fact, the McGee defendants knew that: (a) Nobul did not own, operate or derive revenue from any technology; (b) Nobul derives revenue from a bricks and mortar brokerage; (c) the brokerage revenue was misleadingly described to K2 as revenue derived from a so-called revolutionary on-line marketplace that would facilitate a go-public transaction; and (d) they were misusing Nobul's resources to pay themselves through extraordinary remuneration, perquisites and non-arm's-length transactions."

Rockap Holdings Inc. et al. v. McGee et al.

"In reality, the only technology that Nobul has is a website. Instead of being a virtual marketplace that connects real estate buyers and sellers using algorithms and artificial intelligence, Nobul is at its core nothing more than a conventional real estate brokerage engaging agents in real estate transactions through traditional means and deriving almost all its revenue from this brokerage."

Allegations relating to Nobul's financial challenges

When reviewing the allegations in this section, the company believes shareholders should be aware that Nobul issued a news release to announce a $40-million (U.S.) capital raise on Sept. 28, 2021.

Nobul Technologies Inc. v. Reed et al.

"In the summer of 2022, Mr. McGee surprised the former directors by claiming, without forewarning and with alarm, that Nobul was facing a liquidity crisis.

"In August, 2022, Mr. McGee held an urgent board meeting. Mr. McGee appeared distressed and stated that the company had less than 10 months of capital and would face insolvency without a capital injection."

Coulman v. Nobul AI Corp. et al.

"By March, 2024, Nobul's cash position was desperate. To keep the company afloat, Coulman offered to McGee and Levy that she would borrow funds from her personal line of credit and lend funds to the company.

"In early May, 2024, McGee took steps to further limit Ms. Coulman's role. He implemented a series of changes to the company's governance and internal controls, which fundamentally undermined Coulman's ability to carry out her CFO duties. ... The changes gutted the company's internal controls by eliminating checks on McGee's control over the company.

"In early May, 2024, Nobul received a substantial cash injection of $4-million from Check-Cap under the cost-sharing provisions in the business combination agreement. The funds received represented substantially all of the company's remaining cash.

"On May 24, 2024, without notice or explanation to Coulman, McGee directed the company to make a series of payroll payments that would pay the accrued salaries of himself and his wife Levy (in excess of $900,000) and all remaining employees except for Coulman. McGee specifically directed the company not to pay Coulman's deferred salary or the Coulman personal loan that was due."

Allegations relating to governance and board relations

Nobul Technologies Inc. v. Reed et al.

"The McGee defendants own and have always controlled all of Nobul's voting shares. McGee has used that control to personally select every single director and officer in Nobul's history, and the McGee defendants have driven out or removed any director or officer that has questioned their control over Nobul. For example, the McGee defendants forced out a majority of the individuals who have served as Nobul directors over the past two years.

"Over time, the former directors developed serious concerns about Nobul's operations and management. The former directors' efforts to obtain more information from Nobul were stonewalled by Nobul and its principals. When the former directors were unable to obtain information from Nobul to address their concerns and doubts, they chose to resign as directors. It is now apparent that these concerns and doubts were well founded: Nobul was never what it was represented to be.

"In response to the former directors' requests, Mr. McGee, Ms. Levy and Ms. Coulman refused to provide further information or obfuscated, hindering the former directors' oversight.

"Mr. McGee, Ms. Levy and Ms. Coulman inflated and/or wholly invented the progress Nobul was making as a business, keeping the former directors in the dark about the true state of affairs at the company.

"In the context of this litigation, the former directors learned for the first time that Mr. McGee secretly recorded board meetings, which was done without the former directors' knowledge or consent. The former directors' requests to examine these recordings have been refused.

"By early October, 2022, five of the six former directors concluded that their ability to oversee Nobul and their relationships with Mr. McGee, Ms. Levy and Ms. Coulman had irreparably deteriorated and that the atmosphere at the board had become toxic. Mr. McGee in particular had created an environment that was poisoned, with Mr. McGee speaking negatively and spreading rumours about some of the former directors to other former directors."

Allegations relating to investor communications and commitments

Rockap Holdings Inc. et al. v. McGee et al.

"Through their carefully constructed ruse built on material misrepresentations -- misrepresentations that were in fact utter fabrications about the nature of Nobul's business and the source of its revenues -- McGee, Coulman, Levy and Nobul duped investors into giving them millions of dollars. The fake-it-till-you-make-it ruse has now fallen apart, and the investors who reasonably relied on McGee, Coulman, Levy and Nobul have suffered significant damage in the loss in the value of their investments. Rockap and Permian, two of those investors, have been forced to bring this court action to recover their losses.

"Each of the representations in the investor deck was incorrect, inaccurate and untrue, and was a misrepresentation. Each of McGee, Coulman, Levy and Nobul made those misrepresentations deliberately and knowing them to be untrue."

Terracap Ventures Inc. v. Nobul Technologies Inc. et al.

"Mr. McGee used Nobul as a facade to dupe investors like Terracap into thinking that they were investing in a promising technology start-up when in reality it was a Ponzi scheme. Mr. McGee knew that, contrary to Nobul and Ms. Coulman's representations, the funds invested by Terracap were going to be used not to expand the technology-enabled real estate marketplace but rather to repay a large liability to K2 and to personally enrich Mr. McGee and others.

"None of this information was disclosed to Terracap at the time it was contemplating its investment in Nobul and conducting due diligence. On the contrary, this information was actively concealed. Terracap would never have invested in Nobul had it known the true state of affairs."

Allegations on Nobul's use of defamation notices and other legal proceedings

Nobul Technologies Inc. v. Reed et al.

"The McGee defendants' true purpose was to shut down any discussion about their management of the corporation. For example, among other subjects listed in the defamation notices, the McGee defendants demanded that no statements be made regarding the following: 'Mr. McGee paid himself and permitted Lisa Coulman (Nobul's CFO) to pay herself a combined total of over $30-million in unauthorized bonuses.'

"The McGee defendants' defamation notices were designed to intimidate the defendants to refrain from asking basic corporate governance questions, including whether true and accurate financial information was being provided to directors and shareholders and whether the company's resources were being misused by corporate insiders for their personal benefit.

"The McGee defendants' threat to pursue criminal proceedings was yet another example of their attempts to silence any questioning about how they have exercised their control over Nobul and dissuade K2 from pursuing its rights."

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 raised in its May 15, 2025, news release 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.

Investors should expect to receive their proxy materials no later than this week.

To ensure your vote is counted, shareholders are encouraged to pro-actively 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 the Medipharm Labs AGM website.

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 Corp.

Founded in 2015, Medipharm Labs specializes in the development and manufacture of purified, pharmaceutical-quality cannabis concentrates, active pharmaceutical ingredients and advanced derivative products utilizing a good manufacturing practice 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 licence from Health Canada, becoming the only company in North America to hold a commercial-scale domestic good manufacturing practices licence for the extraction of multiple natural cannabinoids. This GMP licence was the first step in the company's current foreign drug manufacturing site registration with the U.S. Food and Drug Administration.

In 2023, Medipharm acquired Vivo Cannabis Inc., which expanded Medipharm's reach to medical patients in Canada through the Canna Farms medical e-commerce 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.

North American toll-free number:  1-888-777-2059

Outside of North America, banks, brokers and collect calls:  1-289-695-3075

E-mail:  assistance@investor.sodali.com

North American toll-free facsimile:  1-877-218-5372

We seek Safe Harbor.