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Notice to Stakeholders

NO. S240259 VANCOUVER REGISTRY
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IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF THE COMPANIES含羞草研究社 CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED

AND

IN THE MATTER OF THE BUSINESS CORPORATIONS ACT, S.B.C., c. 57, AS AMENDED

AND

IN THE MATTER OF BLACK PRESS LTD., 311773 B.C. LTD., AND THOSE ENTITIES LISTED IN SCHEDULE 含羞草研究社淎含羞草研究社

PETITIONERS

NOTICE TO STAKEHOLDERS

On January 15, 2024, the Supreme Court of British Columbia (the 含羞草研究社Court含羞草研究社) pronounced an Order which, among other things, granted the Petitioners and certain related entities (the 含羞草研究社Non-Petitioner Stay Parties含羞草研究社) protection from their creditors pursuant to the Companies含羞草研究社 Creditors Arrangement Act (Canada) (the 含羞草研究社CCAA含羞草研究社). KSV Restructuring Inc. was appointed as the monitor in the CCAA proceedings (in that capacity, the 含羞草研究社Monitor含羞草研究社).

On January 25, 2024, the Court granted an Order which, among other things:

含羞草研究社 Authorized and directed Black Press Ltd. (含羞草研究社淏P Holdco含羞草研究社) and 311773 B.C. Ltd. (含羞草研究社3117含羞草研究社) to negotiate a Stalking Horse Transaction Agreement with the holders of certain senior secured notes (the 含羞草研究社淣oteholders含羞草研究社) and Carpenter Newsmedia, LLC (含羞草研究社淐NL含羞草研究社);

含羞草研究社 Approved a sale and investment solicitation process (the 含羞草研究社SISP含羞草研究社), in which the Stalking Horse Transaction Agreement would act as the Stalking Horse Bid.

At the conclusion of the SISP, no Qualified Bids (as defined in the SISP), other than the Stalking Horse Bid, were received, and in accordance with the terms of the SISP, the Stalking Horse Bid was deemed the Successful Bid (as defined in the SISP). BP Holdco and 3117 have entered into a Share Subscription Agreement, dated March 1, 2024 (the 含羞草研究社SSA含羞草研究社) with an entity formed on behalf of the Noteholders and CNL (such entity, the 含羞草研究社Purchaser含羞草研究社).

The Petitioners give notice that an application will be heard by the Supreme Court of British Columbia (the 含羞草研究社淐ourt含羞草研究社) on Monday, March 11, 2024 at 10:00 a.m. local time in Vancouver, British Columbia for approval of the transactions contemplated by the SSA, as well as certain other relief.

Copies of the Petitioners含羞草研究社 Notice of Application and the documents relied on in support of the application, as well as all other Court materials in relation to the CCAA proceedings, can be found at the Monitor含羞草研究社檚 website at:

If the Court authorizes virtual attendance at the hearing, a link to the virtual hearing will be posted on the Monitor含羞草研究社檚 website.





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