MediPharm Labs Corp. (LABS) Earnings Call Transcript & Summary

Welcome to the 2026 Annual and Special Meeting of Shareholders of MediPharm Labs Corp. Please note that the meeting is being recorded. I would like to introduce Keith Strachan, Chair of today's meeting. Mr. Strachan, the floor is yours.

Good morning. It's now 11:00 a.m. My name is Keith Strachan. I'm a Co-Founder and Director with Medifarm Labs. I will act as chair of today's meeting, on behalf of Board and management, including Greg Hunter, Interim CEO and CFO; and a [indiscernible], Corporate Controller, who is also in attendance with me. I am pleased to welcome you to the Annual and Special Meeting of Shareholders of MediPharm Labs Corp. We are pleased to host the meeting through this virtual platform accessible to all shareholders regardless of physical location. As this meeting is being held online, be able live webcast is appropriate to set out a few guidelines for online participants for orderly conduct of this meeting. Questions can only be submitted by registered shareholders and duly appointed proxy holders entitled to attend and vote at the meeting. Questions may be submitted by selecting the ask a question button on the left side of your screen. Questions submitted in respect of motions, if any, will be addressed prior to the close of voting. Questions with respect to MediPharm Labs generally will be answered after the completion of management's closing remarks following the formal business. For the purposes of meeting today, voting on all matters will be conducted by online ballot to the facilities of this webcast. If you're a registered shareholder or a duly appointed proxy holder who is logged in with a valid control number, you will be able to vote at today's meeting. With respect to voting, once polls are announced open, please click on the voting button on the left side of your screen to cast your votes. You will only have a certain amount of time to do so when the polls are open. If you've already voted by depositing a proxy or voting structure, voting instruction form prior to the proxy cutoff time, there is no need to vote again unless you want to change your vote. By voting again, you will be revoking your previous vote. I would like to now call the meeting to order. With the consent of the meeting, I hereby appoint Meredith McCann of Aird & Berlis LLP to act as Secretary of the meeting and Lori Winchester of TSX Trust Company to act as scrutineer at the meeting. The notice calling this meeting was delivered to all shareholders of record as of close of business on May 1, 2026, being the record date for this meeting. I have received proof of service of such notice and ask that a copy of the notice and proof of service be annexed to the minutes of this meeting as scheduled. As a reminder, only registered shareholders who held shares in their name as of the record date or validly appointed proxy holders are entitled to vote at this meeting. I have been advised by the scrutineer that a quorum of shareholders for a transaction of business is present. The scrutineer's report on attendance will be provided to the Secretary of the meeting and incorporated into the minutes. I now declare the meeting is regularly called and properly constituted for the transaction of business. We will now commence the formal business of the meeting. The business of the meeting is described in the company's management information circular dated May 14, 2026, which accompanied with the notice of meeting is available on SEDAR+. The notice, Management Information Circular and form of proxy related to the meeting were mailed to shareholders in accordance with applicable law. The company has received confirmation of mailing from the TSX Trust Company, which I ask the secretary to append to the minutes of this meeting. May I have a motion to dispense with the reading of the notice of this meeting and to take the notice as read.

I move that the reading of the notice of meeting be dispensed with and the notice be taken as read.

I second the motion.

I declare the motion carried. We will conduct voting on matters before us by poll. On a poll, every shareholder as of the record date entitled to vote on the matter has 1 vote in respect to each share entitled to be voted on the matter and held by that shareholder. The poll will be open for all resolutions -- at the same time, I now instruct the scrutineer to open the pulse. This will allow you to choose to vote on each resolution immediately or wait until the conclusion of discussion on all resolutions prior to casting your vote. If you've already voted by depositing a proxy or voting instruction form prior to the proxy cutoff time, there is no need to vote again unless you want to change your vote. We will run through each of the items on the agenda in turn. Once discussion on all items of business have concluded, I will give you time to catch your votes and then declare voting closed on all resolutions. The results of the meeting will be publicly released and will be available on our website following the meeting. The first item of business is the tabling of the audited financial statements of the company for the financial year ended December 31, 2025, and the auditor's report thereon which I have asked to be done. Shareholders are not required to approve the financial statements. You can obtain a copy of the financial statements and auditors reports on our website and on SEDAR+. The next item of business is a special resolution setting the number of directors of the Board at 5. The company currently has 7 directors. In order to be effective, the special resolution fixing the number of directors must be approved by not less than 66 2/3 percent of the votes cast by shareholders present in person or represented by proxy that are entitled to vote at the meeting. May I have a motion?

I move to fix the number of directors of the company at 5.

I second the motion. Are there any questions submitted from any registered shareholders or proxy holder? If there are no questions, please cast your votes. If you already voted prior to the meeting, there is no need to vote again unless you want to change your vote. [Voting]

The next item of business is a special resolution authorizing the directors to set the number of directors of the company between the minimum and maximum number provided for the articles and the appointment additional directors and to the appointment of additional directors in accordance with provisions of the Business Corporations Act. In order to be effective, this special resolution must be approved by not less than 66 and 2/3 of the votes cast by shareholders present in person or represented by proxy that are entitled to vote at the meeting. May I have a motion?

I move that the directors are authorized to set the number of directors of the company within the minimum and maximum number provided for in the articles and to appoint additional directors in accordance with the provisions of the Business Corporations Act. .

I second the motion. .

Are there any questions submitted from any registered shareholder or proxy holder? If there are no questions, please cast your votes. If you've already voted prior to the meeting, there is no need to vote again unless you want to change your vote. . [Voting]

The next item of business is the election of directors. Only persons nominated in accordance with the procedures set out to the company's bylaws are eligible for election as directors. The management information circular of the company dated May 14, 2026, sets out the names of management's 5 nominees for election to the Board. No other nominations for election to the Board were duly received. Therefore, pursuant to the company's advanced notice bylaw, nominations from the floor of the meeting or then for management's nominees will not be accepted. As set forth in the management information circular, the company has adopted a majority voting policy for directors which provides that if a director receives more withheld votes than 4 votes at the meeting, the director shall submit their resignation to the Board for consideration immediately following the meeting. The individuals nominated for election as directors are the following named nominees: Keith Strachan, David Pittik, Michael Bumby, Emily Jameson and John Medlin, I declare the nominations closed.

I move that each of the persons nominated for election as directors of the company be elected to hold office for the ensuing year or until their successors are elected or appointed.

I second the motion.

Are there any questions submitted from any registered shareholder or proxy holder? If there are no questions, please cast your votes. If you've already voted prior to the meeting, there is no need to vote again unless you want to change your vote. [Voting]

The next item of business is the appointment of MNP LLP, the current auditor of the company as auditor to hold office until the next Annual Meeting of Shareholders. May I have a motion?

I move that MNP LLP be appointed as auditor of the company to hold office until the close of the next Annual General Meeting of Shareholders and that the directors be authorized to fix the auditor's remuneration.

I second the motion. .

Are there any questions submitted from any registered shareholder or proxy holder? If there are no questions, please cast your votes. If you've already voted prior to the meeting, there is no need to vote again unless you want to change your vote. . [Voting]

For those who have not voted on all of the resolutions placed before this meeting, please do so now as the polls on resolutions will be closed momentarily. [Voting]

Based on the proxies received and votes cast at the meeting, I declare that approximately 31% of the issued and outstanding common shares were voted in the election of the directors. Pursuant to the company's majority voting policy, greater than 50% of those votes were cast in favor of each of management's nominees. As such, I declare that each nominee for election as a director is elected as a Director of the company to hold office for the ensuing year or until his or her successor is elected or appointed. And I declare that each of the other motions carried and resolutions passed by the requisite thresholds. This concludes the formal business of the meeting. Unless there are any questions from the floor, may I have a motion for termination of the meeting.

I move that the meeting be terminated.

I second the motion.

I declare this meeting terminated.

Thank you for attending today's meeting. You may now disconnect.