MHR Fund Management LLC files Early Warning Report for Lionsgate Studios Corp.

NEW YORK, Jan. 27, 2026 /CNW/ - Today, MHR Fund Management LLC ("Fund Management") filed an early warning report in accordance with Section 5.2(2)(a)(i) of National Instrument 62-104 – Take-Over Bids and Issuer Bids (the "Early Warning Report") for Lionsgate Studios Corp. The report was filed in conjunction with Fund Management's Schedule 13D filing with the U.S. Securities and Exchange Commission as of the date hereof, a copy of which is available on EDGAR at www.sec.gov.

The Early Warning Report updates information disclosed in previous early warning report filed by Fund Management on May 9, 2025.

Item 1   Security and Reporting Issuer

1.1	State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities.
	This report relates to common shares (the "Common Shares") of Lionsgate Studios Corp. (the "Issuer"), a British Columbia, Canada corporation. The Issuer's head office is located at:
	Lionsgate Studios Corp.
	250 Howe Street, 20^th Floor
	Vancouver, B.C. V6C 3R8, Canada
1.2	State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place.
	Not applicable.

Item 2   Identity of the Acquiror

2.1	State the name and address of the acquiror.
	MHR Fund Management LLC
	40 West 57^th Street, Floor 24
	New York, NY, 10019
	MHR Fund Management LLC is a Delaware limited liability company.
2.2	State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence.
	On January 26, 2026, the Issuer, Fund Management and certain of its affiliates and Liberty 77 Capital L.P., a Delaware limited partnership, Liberty 77 Fund L.P., a Cayman Islands exempted limited partnership and Liberty 77 Fund International L.P., a Cayman Islands exempted limited partnership (each, a "Liberty77 Party," and together, the "Liberty77 Parties") entered into that certain Governance, Standstill and Voting Agreement (the "Liberty77 Voting Agreement").
	The Liberty77 Voting Agreement provides that the Issuer will appoint Steven T. Mnuchin as a Liberty77 Party designated director (the "New Liberty Director") to the Issuer's Board of Directors (the "Board"), effective as of January 26, 2026, and will include Mr. Mnuchin on its slate of director nominees at the next annual meetings of shareholders and any subsequent annual meetings of shareholders, so long as the Liberty77 Parties continue to beneficially own at least five percent (5%) of the Issuer's outstanding common shares and Mr. Mnuchin continues to satisfy all applicable nomination requirements under the Issuer's governance documents and applicable law.
	The Liberty77 Voting Agreement requires each of the Liberty77 Parties and Fund Management to vote all of the 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 Liberty77 Voting Agreement.
	The Liberty77 Voting 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 New Liberty Director that is appointed in accordance with the Liberty77 Voting Agreement is not serving on the Board, none of the Liberty77 Parties and Fund Management will engage in customary standstill actions, including increasing their ownership in the Issuer above 17.5%, making unsolicited proposals, launching proxy contests, forming groups, or otherwise participating in certain activities that could challenge or circumvent the Issuer's governance structure, subject to certain exceptions as set forth in the Liberty77 Voting Agreement. The Liberty77 Voting Agreement also includes certain transfer restrictions, 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 the Issuer's entry into a definitive agreement for extraordinary transactions described in the Liberty77 Voting Agreement.
	The Liberty77 Voting Agreement also provides the Liberty77 Parties with pre-emptive rights and registration rights, in each case, consistent with the rights included in the LG Studios Investor Rights Agreement and the LG Studios Registration Rights Agreements, respectively. The Liberty77 Voting Agreement also provides Fund Management and its affiliates, and the Liberty77 Parties, with certain "most favored nations" provisions so long as such party owns at least 20,000,000 Common Shares.
	This report is being filed in conjunction with the Issuer's Schedule 13D filing with the U.S. Securities and Exchange Commission as of the date hereof (the "Schedule 13D"), a copy of which is available on EDGAR at www.sec.gov.
	The foregoing description of the Liberty77 Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached to the Schedule 13D as Exhibit 99.1 and incorporated therein by reference.

Item 3   Interest in Securities of the Reporting Issuer

3.1	State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file the report and the change in the acquiror's securityholding percentage in the class of securities.
	Not applicable.
3.2	State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file the report.
	Not applicable.
3.3	State the designation and number or principal amount of securities and the acquiror's securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report.   Not applicable.

Item 4   Consideration Paid

4.1	State the value, in Canadian dollars, of any consideration paid or received per security and in total.
	Not applicable.

Item 5   Purpose of the Transaction

	State the purpose or purposes of the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the acquiror and any joint actors may have which relate to or would result in any of the following:
	(a)	the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer;
	(b)	a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries;
	(c)	a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries;
	(d)	a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board;
	(e)	a material change in the present capitalization or dividend policy of the reporting issuer;
	(f)	a material change in the reporting issuer's business or corporate structure;
	(g)	a change in the reporting issuer's charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company;
	(h)	a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace;
	(i)	the issuer ceasing to be a reporting issuer in any jurisdiction of Canada;
	(j)	a solicitation of proxies from securityholders;
	(k)	an action similar to any of those enumerated above.
	There has been no change to the purposes of Fund Management or its joint actors from those previously disclosed in past early warning reports.

Item 8   Exemption

	If the acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance.
	Not applicable.

For further information and to obtain a copy of the early warning report filed by Fund Management under applicable Canadian securities laws in connection with the acquisitions, please see the Issuer's profile on the System for Electronic Document Analysis and Retrieval + at www.sedarplus.ca or please contact Charles Zehren at [phone] or [email protected].

SOURCE MHR Fund Management LLC