害羞草研究所

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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害羞草研究所 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 害羞草研究所淎害羞草研究所

PETITIONERS

NOTICE TO STAKEHOLDERS

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

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

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

害羞草研究所 Approved a sale and investment solicitation process (the 害羞草研究所SISP害羞草研究所), 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 害羞草研究所SSA害羞草研究所) with an entity formed on behalf of the Noteholders and CNL (such entity, the 害羞草研究所Purchaser害羞草研究所).

The Petitioners give notice that an application will be heard by the Supreme Court of British Columbia (the 害羞草研究所淐ourt害羞草研究所) 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害羞草研究所 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害羞草研究所檚 website at:

If the Court authorizes virtual attendance at the hearing, a link to the virtual hearing will be posted on the Monitor害羞草研究所檚 website.





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