FP Newspapers Inc. — AGM Information 2023

May 18, 2023

FP NEWSPAPERS INC.

AMENDED NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

You are hereby invited to attend FP Newspapers Inc. (“ FPI ” or the “ Company ”) 2023 annual and special meeting of the shareholders of FPI (the “ Meeting ”).

How to attend

As COVID-19 continues to challenge Canadians and the economy, we have decided to hold the Meeting virtually again this year. You can participate in the virtual meeting by logging on to the webcast as detailed below.

Date and time

The Meeting will now be held on Friday, June 16th, 2023 at 11:00 a.m. (Central Standard Time) and can be accessed through the following Webcast, below. The Webcast will start automatically at the assigned time.

Join Zoom Meeting = https://us06web.zoom.us/j/83238548821?pwd WnpVcENpdUQyOVdOL0ZqNEtiYlZqZz 09

Meeting ID: 832 3854 8821 Passcode: 804343

Who can vote

The record date for the Meeting is April 19, 2023. If you held FPI common shares as of the close of business on April 19, 2023, you will be entitled to one vote per common share held.

How to vote

You can vote in advance by proxy or voting instruction form, or vote in real-time at the virtual meeting by logging on to the webcast. Voting using the form of proxy you received is the easiest way to vote. How you cast your vote depends on how you hold your shares (see page 4 for details).

Meeting Agenda

The Meeting is being held to:

• Receive FPI’s audited consolidated financial statements for the year ended December 30, 2022, and the auditor’s report thereon;

• Appoint the auditors of the Company and to authorize the board of directors to fix the remuneration of the auditors;

• Approval of the 2022 annual general meeting minutes;

• Consider and, if deemed advisable, to pass, with or without variation, a special resolution authorizing and approving an amendment to the Articles of FPI to increase the maximum number of directors from six (6) to eight (8);

Amended Notice of Meeting

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• Elect the board of directors;

• Elect the nominees to serve as directors of FPCN General Partner Inc.; and,

• Transact such other business as may properly come before the meeting or any adjournment or postponements thereof.

Accompanying this Amended Notice is an Addendum to the Management Information Circular of the Company dated May 18, 2023, amending FPI’s Management Information Circular dated April 19, 2023 (the “ Addendum ”) and an amended Form of Proxy (the “ Amended Proxy ”).

The proxies previously mailed to you are void. If you have already completed and returned a Proxy in connection with the May 31, 2023 meeting date and you wish to vote at the postponed June 16, 2023 Meeting date, you must re-execute and submit the enclosed Amended Proxy within the time specified in that Amended Proxy.

DATED at Winnipeg, Manitoba, this 18[th] day of May 2023.

BY ORDER OF THE BOARD OF DIRECTORS

“Dave Kreklewetz”

Dave Kreklewetz Chief Financial Officer

Amended Notice of Meeting

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FP NEWSPAPERS INC.

ADDENDUM TO THE COMPANY’S MANAGEMENT INFORMATION CIRCULAR DATED APRIL 19, 2023

GENERAL

This addendum (this “ Circular Addendum ”) adds to and amends certain information contained in the management information circular of FP Newspapers Inc. (the “ Company ” or “ FPI ”) dated April 19, 2023 (the “ Circular ”) for the annual general meeting (the “ Meeting ”) which was to be held on Wednesday, May 31, 2023 at 11:00 a.m. (Central Standard Time).

The Meeting has now been postponed to Friday, June 16th, 2023 at 11:00 a.m. (Central Standard Time) and is an annual and special meeting of shareholders. This Circular Addendum should be read in conjunction with the information contained in the Circular. All terms capitalized but not otherwise defined in this Circular Addendum shall have the meaning ascribed thereto in the Circular.

The Meeting can be accessed through the following Webcast. The Webcast will start automatically at the assigned time.

Join Zoom Meeting = https://us06web.zoom.us/j/83238548821?pwd WnpVcENpdUQyOVdOL0ZqNEtiYlZqZz 09

Meeting ID: 832 3854 8821 Passcode: 804343 One tap mobile +13092053325,,83238548821#,,,,804343# US +13126266799,,83238548821#,,,,804343# US (Chicago)

Dial by your location +1 309 205 3325 US +1 312 626 6799 US (Chicago) +1 346 248 7799 US (Houston) +1 360 209 5623 US +1 386 347 5053 US +1 507 473 4847 US Meeting ID: 832 3854 8821 Passcode: 804343 Find your local number: https://us06web.zoom.us/u/kho7l4yfQ

Addendum to 2023 Management Information Circular

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VOTING OF PROXIES

HOW TO VOTE

If you are a registered shareholder and do not intend to be present in person at the Meeting, you are asked to complete, sign, date and return the accompanying amended form of proxy (the “ Proxy ”) in the postage-paid envelope provided to you together with this Circular.

The proxies previously mailed to you are void. If you have already completed and returned a proxy in connection with the May 31, 2023 meeting date and you wish to vote at the postponed June 16, 2023 Meeting date, you must re-execute and submit the enclosed Proxy within the time specified in that Proxy.

DEADLINE FOR PROXIES

To be valid, all Proxies must be received no later than 11:00 a.m. (Central Standard Time) on June 14, 2023 or, in the case of a further adjournment or postponement, not less than 48 hours (excluding Saturdays and holidays) before any reconvened meeting.

HOW WILL THE VOTES BE COUNTED

Each question requiring a vote brought before the Meeting or any adjournment or postponement thereof, other than the Special Resolution (as defined below), will be determined by a majority of votes cast on the question. The proxies are counted by the Company’s transfer agent, TSX Trust Company. Shareholders are entitled to one vote per Share at the Meeting.

ADDITIONAL MATTERS TO BE ACTED UPON AT THE MEETING

I. AMENDMENT TO ARTICLES

The Articles of the Company currently provide that the Board must consist of a minimum of three (3) and a maximum of six (6) directors. The Board has considered issues relating to its size and determined that the maximum size of the Board should be increased from six (6) directors to eight (8) directors.

Accordingly, the Shareholders will be asked at the Meeting to consider and, if deemed advisable, to approve a special resolution (the “ Special Resolution ”), the full text of which is attached hereto as Schedule A, authorizing and approving an amendment to the Company’s articles of incorporation (the “ Articles of Amendment ”) to increase the maximum number of directors to eight.

The Articles of Amendment is attached hereto as Exhibit I to Schedule A. The Special Resolution requires the affirmative vote of at least two-thirds (66[2/3] %) of votes cast by Shareholders in attendance in person (virtually) or by proxy at the Meeting in accordance with the provisions of the CBCA.

The directors and officers of the Company recommend that Shareholders vote IN FAVOUR of the Special Resolution. In the absence of instructions to vote against the Special Resolution as described herein, the proxyholders intend to vote FOR the Special Resolution at the Meeting.

Addendum to 2023 Management Information Circular

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Notwithstanding the foregoing, the director nominees remain as the six (6) nominees set out in the Circular under the heading “Election of Directors”, including (i) the four director nominees (Daniel Friedman, Stephen Dembroski, Aldo Santin and Deanna Traa) proposed to be elected by the Shareholders, and (ii) the two directors (Robert Silver and Darryl Levy) intended to be elected by FPCN Media Management Inc. (“ FPCN Media ”), the Preferred Shareholder of the Company.

Except as set out above, all other matters and procedures described in the Circular remain unaffected.

APPROVAL OF DIRECTORS

The contents and the sending of this Circular Addendum to the Shareholders of the Company have been approved by the Board of Directors of the Company.

DATED at Winnipeg, Manitoba, this 18[th] day of May 2023.

BY ORDER OF THE BOARD OF DIRECTORS

“ Dave Kreklewetz ”

Dave Kreklewetz Chief Financial Officer

Addendum to 2023 Management Information Circular

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APPENDIX A

SPECIAL RESOLUTION

“BE IT RESOLVED as a special resolution of the common shareholders (the “ Shareholders ”) of FP Newspapers Inc. (the “ Company ”) that:

1. The Articles of Incorporation of the Company be amended to increase the maximum number of directors from six (6) to eight (8).

2. Any one officer or director of the Company acting alone be and is hereby authorized, for and on behalf of the Company, to execute and deliver to the Director, Canada Business Corporations Act, the Articles of Amendment substantially in the form attached to the Amendment to the Management Information Circular of the Company dated May 18, 2023 as Exhibit I to Appendix A and to make such additions, deletions and changes to the Articles of Amendment as any one officer or director may approve and execution in such manner shall be conclusive evidence of such approval and that the Articles of Amendment, when so executed and delivered, are instruments authorized by this resolution and shall be valid and binding on the Company.

3. Any one director or officer of the Company is hereby authorized on behalf of the Company to execute and deliver any and all conveyances, documents, agreements, filings, elections or instruments and do and perform all such other acts or things as many be necessary or advisable in connection with the foregoing and the other matters approved or contemplated by any of the foregoing resolutions, with such changes or revisions as such director or officer may consider reasonable in the circumstances, and the conveyances, documents, agreements, filings, elections or instruments so executed and delivered and the actions so taken are those which are approved by these resolutions.

4. Notwithstanding that this special resolution has been duly passed by the Shareholders, the board of directors of the Company may, without further notice to, or action on the part of, the Shareholders, revoke this special resolution at any time prior to the issue of a Certificate of Amendment giving effect to the amendment.

Addendum to 2023 Management Information Circular

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EXHIBIT I TO APPENDIX A

ARTICLES OF AMENDMENT

See attached.

Addendum to 2023 Management Information Circular

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Canada Business Corporations Act (CBCA) FORM 4 ARTICLES OF AMENDMENT (Section 27 or 177)

1 – Current corporate name

FP Newspapers Inc.

2 - Corporation number

455391-8

3 – The articles are amended as follows: (Note that more than one section can be filled out)

A: The corporation changes its name to:

B: The corporation changes the province or territory in Canada where the registered office is situated to: To complete the change, a Form 3 – Change of Registered Office Address must accompany the Articles of Amendment. C: The corporation changes the minimum and/or maximum number of directors to: (for a fixed number of directors, indicate the same number in both boxes). Minimum number 3 Maximum number 8

D: Other changes: (for example, to the classes of shares, to restrictions on share transfers, to restrictions on the businesses of the corporation or to any other provisions that are permitted by the CBCA to be set out in the Articles) Please specify.

4 – Declaration

I hereby certify that I am a director or an authorized officer of the corporation. Signature: Print name: Telephone number: Note: Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5000 or to imprisonment for a term not exceeding six months or to both (subsection 250(1) of the CBCA).

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