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

NEW YORK, July 9, 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 January 27, 2026.

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 (the "Acquiror")
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 July 8, 2026, MHR Institutional Partners II LP ("Institutional Partners II"), MHR Institutional Partners IIA LP ("Institutional Partners IIA") and MHR Institutional Partners III LP ("Institutional Partners III", and together with Institutional Partners II and Institutional Partners IIA, the "Participating MHR Funds") and certain other affiliated entities consummated a series of transactions (collectively, the "CV Transaction") whereby the Participating MHR Funds transferred the Common Shares held by them to certain continuation vehicles that continue to be controlled by Dr. Rachesky, the Acquiror and entities under their control.

In connection with the CV Transaction, each limited partner in Institutional Partners II, Institutional Partners IIA and Institutional Partners III was offered the option to either (1) receive cash in respect of their indirect interests in Common Shares and indirect interests in another unrelated company (the "Other Portfolio Company Investment") held by such limited partner through the Participating MHR Funds or (2) rollover their indirect interests in Common Shares and the Other Portfolio Company Investment held by such limited partner through the Participating MHR Funds.

In connection with the consummation of the CV Transaction on July 8, 2026, certain Common Shares were transferred, through a series of related transactions steps, from Institutional Partners II, Institutional Partners IIA and Institutional Partners III to MHR LION Holdco A LP ("LION Holdco A"), MHR LION SubHoldco A LP ("LION SubHoldco A"), MHR LION Holdco B LP ("LION Holdco B") and MHR LION SubHoldco B LP ("LION SubHoldco B"). These transfers were made in respect of the indirect interests in Common Shares held by the limited partners of Institutional Partners II, Institutional Partners IIA and Institutional Partners III that elected to exercise the cash option described above. Each of LION Holdco A, LION SubHoldco A, LION Holdco B and LION SubHoldco B are newly formed special purpose vehicles managed by the Acquiror and controlled by MHR Sun GP LLC (as its general partner), which is in turn controlled by The Rachesky Revocable Trust (the "Trust") (as MHR Sun GP LLC's managing member). LION Holdco A, LION SubHoldco A, LION Holdco B and LION SubHoldco B were indirectly funded by funds affiliated with RenWave Kore LLC (together with its affiliated funds, the "Lead Investor") and MHR Sun Holdings LP ("MHR Sun Holdings"), a holding company controlled by Dr. Rachesky.

The transfers of Common Shares from Institutional Partners II to MHR Sun II LP, from Institutional Partners IIA to MHR Sun IIA LP and from Institutional Partners III to MHR Sun III LP were made in respect of the indirect interests in Common Shares held by the limited partners of Institutional Partners II, Institutional Partners IIA and Institutional Partners III that elected to exercise the rollover option described above. Each of MHR Sun II LP, MHR Sun IIA LP and MHR Sun III LP are managed by the Acquiror and controlled by MHR Institutional Advisors II LLC (in the case of MHR Sun II LP and MHR Sun IIA LP) and MHR Institutional Advisors III LLC (in the case of MHR Sun III LP). 

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.

See item 2.2 above. There was no change in the Acquiror's securityholding percentage in the Common Shares of the Issuer as a result of the CV Transaction.

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.

See item 3.1 above.

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.

The percentages set forth below are calculated based on 290,633,610 Common Shares outstanding as of May 18, 2026, as reported in the Issuer's Form 10-K dated May 27, 2026.

The Acquiror beneficially owns, through the MHR Funds, 37,648,498 Common Shares of the Issuer, representing approximately 13.0% of the issued and outstanding Common Shares. In addition, Dr. Rachesky, through MHR Holdings, MHRC, MHRC II, MHR Institutional Advisors III, MHR Institutional Advisors IV and the Trust, beneficially owns 37,648,498 Common Shares, representing approximately 13% of the issued and outstanding Common Shares.

In addition, Dr. Rachesky directly owns 262,212 Common Shares and 20,107 restricted share units, payable upon vesting in an equal number of Common Shares.

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.

The Common Shares reflected in this report were acquired for investment purposes. The Reporting Persons intend to review their holdings in the Issuer on a continuing basis and as part of this ongoing review, evaluate various alternatives that are or may become available with respect to the Issuer and its securities. The Reporting Persons may from time to time and at any time (in accordance with any trading policy of the Issuer or its subsidiaries and affiliates that may then be applicable to the Reporting Persons), in their sole discretion, acquire or cause to be acquired, additional equity or debt securities or other instruments of the Issuer, its subsidiaries or affiliates, or dispose, or cause to be disposed, such equity or debt securities or instruments, in any amount that the Reporting Persons may determine in their sole discretion, through public or private transactions or otherwise. The Reporting Persons reserve the right to and may, from time to time and at any time, in their sole discretion, formulate and implement other purposes, plans or proposals regarding the Issuer or any of its subsidiaries or affiliates or any of their equity or debt securities as the Reporting Persons may deem advisable in their sole discretion. The information set forth in this Item 5 is subject to change from time to time and at any time, and there can be no assurances that any of the Reporting Persons will or will not take, or cause to be taken, any of the actions described above or any similar actions.

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