LIBERTY STRATEGIC CAPITAL ENTERS INTO GOVERNANCE, STANDSTILL AND VOTING AGREEMENT WITH RESPECT TO LIONSGATE STUDIOS CORP.

WASHINGTON, Jan. 27, 2026 /CNW/ - Liberty 77 Capital L.P. ("Liberty Strategic Capital") announced today Liberty Strategic Capital, Liberty 77 Fund L.P. and Liberty 77 Fund International L.P. (each a "Liberty Party", and together the "Liberty Parties") have entered into a Governance, Standstill and Voting Agreement dated January 26, 2026 (the "Standstill Agreement") with Lionsgate Studios Corp. ("Lionsgate") and MHR Fund Management LLC and affiliated funds (together, "MHR Fund Management").

The Standstill Agreement provides that Lionsgate shall appoint Secretary Steven T. Mnuchin ("Secretary Mnuchin") as a Liberty Party designated director to its Board of Directors (the "Board"), effective as of January 26, 2026, and will include Secretary Mnuchin on its slate of director nominees at the next annual meeting of shareholders and any subsequent annual meetings of shareholders, so long as the Liberty Parties continue to beneficially own at least 5% of the Lionsgate's outstanding common shares and Secretary Mnuchin continues to satisfy all applicable nomination requirements under Lionsgate's governance documents and applicable law.

The Standstill Agreement requires each of the Liberty Parties and MHR Fund Management to vote all of the Lionsgate common shares owned by them (together with certain of their affiliates) in favor of each of the other's respective nominees to the Board, subject to certain exceptions set forth in the Standstill Agreement.

The Standstill Agreement further provides that, for the period beginning on the date of the agreement and continuing until the one-year anniversary of the date that any Liberty Party designee that is appointed in accordance with the Standstill Agreement is not serving on the Board, none of the Liberty Parties and MHR Fund Management will, subject to permitted exceptions, engage in customary standstill actions, including increasing their ownership in Lionsgate above 17.5%, making unsolicited proposals, launching proxy contests, forming groups, or otherwise participating in activities that could challenge or circumvent Lionsgate's governance structure. The Standstill Agreement also includes customary limitations on derivative or hedging transactions, and prohibitions on certain coordinated actions, and provides for the automatic termination of these restrictions in certain circumstances, including Lionsgate's entry into a definitive agreement for extraordinary transactions described in the Standstill Agreement.

The Standstill Agreement also provides the Liberty Parties with pre-emptive rights and registration rights, in each case, consistent with the rights included in that certain Investor Rights Agreement dated as of May 6, 2025 by and among Lionsgate, MHR Fund Management, Liberty Global Ventures Limited and Liberty Global Ltd. (together with Liberty Global Ventures Ltd., "Liberty Global") and those certain Registration Rights Agreements dated as of May 6, 2025 with each of MHR Fund Management and Liberty Global, respectively, as well as certain "most favored nations" provisions to both the Liberty Parties and MHR Fund Management that terminate once the parties own fewer than 20,000,000 of Lionsgate's common shares.

The summary of the Standstill Agreement set forth in this press release is qualified in its entirety by reference to the complete terms and conditions of the Standstill Agreement, which has been filed as a material contract under Lionsgate's profile on the System for Electronic Document Analysis at www.sedarplus.ca.

Liberty Strategic Capital holds common shares of Lionsgate as part of its overall portfolio investment strategy for and on behalf of the Liberty Funds.

FOR FURTHER INFORMATION, OR TO OBTAIN A COPY OF THE EARLY WARNING REPORT WHICH WILL BE FILED BY LIBERTY STRATEGIC CAPITAL UNDER APPLICABLE SECURITIES LEGISLATION, PLEASE SEE LIONSGATE'S ISSUER PROFILE ON THE SYSTEM FOR ELECTRONIC DOCUMENT ANALYSIS AND RETRIEVAL AT WWW.SEDARPLUS.CA OR CONTACT:

William Barratt
Deputy Chief Compliance Officer, Liberty Strategic Capital
Tel: [phone]

SOURCE Liberty 77 Capital L.P.