Ms. Melissa Eckersley reports

CORUS ENTERTAINMENT MAILS AND FILES SPECIAL MEETING MATERIALS IN CONNECTION WITH PROPOSED RECAPITALIZATION TRANSACTION

In connection with its proposed, previously announced recapitalization transaction, Corus Entertainment Inc. has mailed to securityholders (as defined below) and filed with securities regulators its notices of meeting, management information circular and related documents in connection with the special meetings of the holders of the company's Class A voting shares and Class B non-voting shares, and of holders of the company's outstanding, unsecured, senior notes in the aggregate principal amount of $750-million. The meeting materials are available on SEDAR+ and can also be accessed on the company's website.

Background

Corus's significant debt burden and the upcoming maturities in 2027 of the eighth amended and restated credit agreement, and in 2028 and 2030 of the senior notes, as well as continuing industry and regulatory challenges, have created an urgent need to address the company's capital structure.

Corus's board of directors has undertaken extensive efforts since early 2024 to address the company's balance sheet and financial challenges. This included conducting a comprehensive strategic review with the assistance of leading financial and legal advisers, of the viability of various financing, sale or restructuring options available to the company.

After careful consideration of all available options, the board has determined that the recapitalization transaction described in the circular represents the best path forward for Corus at this time. The recapitalization transaction is being implemented pursuant to a plan of arrangement under Section 192 of the Canada Business Corporations Act (CBCA).

As of Dec. 24, 2025, the recapitalization transaction has received the support of senior noteholders representing, in aggregate, more than 74 per cent of the aggregate principal amount of senior notes and by shareholders holding shares that represent more than 86 per cent of the outstanding voting rights attached to the Class A voting shares and more than 5 per cetn of the outstanding voting rights attached to the Class B non-voting shares.

Recapitalization transaction -- strategic rationale and highlights

The recapitalization transaction is anticipated to deliver significant financial benefits, if approved and implemented, including:

• Total reduction of third party indebtedness and other liabilities of more than $500-million;
• Annual cash interest savings of up to $40-million;
• Continued access to the senior secured revolving credit facility (the commitment for which has been increased from $75-million to $125-million) to support continuing operations and liquidity;
• Extension of relief of certain financial covenants under the senior credit facility to Feb. 28, 2026.

The recapitalization transaction contemplates the following key elements:

• A new corporation (NewCo) will be incorporated under the CBCA with authorized capital, including variable voting shares and common voting shares.
• The company's existing senior secured revolving credit facility will be amended and restated into a new, first lien $125-million secured revolving credit facility.
• The company's existing secured term loan of approximately $301-million will be fully settled and exchanged at par value, and the company will issue new first lien senior secured notes in the aggregate principal amount of $300-million with a five-year maturity date.
• The senior notes will be settled in exchange for: (i) cash equal to the accrued and unpaid interest in respect of the senior notes; (ii) NewCo shares; and (iii) $250 million principal amount of new second lien senior secured notes issued by Corus with a six-year maturity date in an equal aggregate principal amount. These NewCo shares are expected to represent, in aggregate, 99 per cent of the issued and outstanding shares of NewCo, on a non-diluted basis.
• All accrued but unpaid interest on the senior notes will be paid in cash on closing of the recapitalization transaction.
• All of the company's outstanding Class A voting shares and Class B non-voting shares will be exchanged on a 1:1 basis for NewCo shares that are expected to represent, in aggregate, 1 per cent of all of the issued and outstanding shares of NewCo, on a non-diluted basis.
• All of the outstanding NewCo shares will be consolidated on the basis of one NewCo share for every 500 existing NewCo shares.
• The company will apply to the Toronto Stock Exchange to have the NewCo shares substituted for the company's Class B non-voting shares with the result that, subject to the approval of the TSX and the satisfaction of customary listing conditions, the NewCo shares will be voting shares and publicly traded on the TSX.
• NewCo will own all of the shares of the company.
• Holders of the new first lien senior secured notes will be granted warrants to purchase NewCo shares that will represent 10 per cent of the fully diluted equity of NewCo.
• Certain key leases will be renegotiated on acceptable terms.
• The board will be refreshed at closing and shall comprise, initially, five directors.

Likely no recovery for shareholders if recapitalization transaction is not completed

Without the recapitalization transaction, or in the event it is not completed on the terms and timeline currently contemplated, the company will need to pursue alternative restructuring strategies, possibly under the Companies' Creditors Arrangement Act (Canada) (CCAA). If a CCAA process is pursued, it is unlikely that there will be any recovery of any kind or amount to the holders of existing shares. In this case, all of the existing shares may be cancelled for no consideration. As such, the board believes the recapitalization transaction provides the best available outcome to preserve value for shareholders in the current circumstances.

Board recommendation

After careful consideration and based on a number of factors, and after an extensive review of alternatives with its legal and financial advisers, the board has determined that the recapitalization transaction is in the best interests of the company and its stakeholders, and unanimously recommends that the senior noteholders and shareholders vote for the recapitalization transaction.

Vote today

Your vote is important, no matter how many Corus shares or notes you hold. The board unanimously recommends that the senior noteholders and shareholders vote for the recapitalization transaction.

Securityholders are encouraged to vote well in advance of the proxy deadlines on Jan. 28, 2026, at 10 a.m. Toronto time, using one of the methods below:

• Via the Internet;
• Via telephone -- dial the number listed on the proxy form or voting instruction form, as applicable.
• Via mail -- return the proxy form or voting instruction form, as applicable, in the enclosed postage paid envelope.

Meeting details

Securityholders will be asked to approve the arrangement over the course of two separate, consecutive meetings, both to be held on Friday, Jan. 30, 2026.

Senior noteholders will be asked to approve the arrangement at the senior noteholders meeting scheduled to be held at 10 a.m. Toronto time on Friday, Jan. 30, 2026.

This meeting will be held virtually via webcast.

Shareholders will be asked to approve the arrangement at the shareholders neeting to be held at 11 a.m. Toronto time on Friday, Jan. 30, 2026. This meeting will be held virtually via webcast.

Additional information

If you have any questions about the information contained in this news release, please contact Corus's proxy solicitation agent, Laurel Hill Advisory Group, at toll-free 1-877-452-7184 in North America (1-416-304-0211 outside North America, text "info" to 1-877-452-7184 or 1-416-304-0211, or e-mail assistance@laurelhill.com.

About Corus Entertainment Inc.

Corus Entertainment is a leading media and content company that develops, delivers and distributes high-quality brands and content across platforms for audiences around the world. Engaging audiences since 1999, the company's portfolio of multimedia offerings encompass 25 specialty television services, 36 radio stations, 15 conventional television stations, digital and streaming platforms, and social digital agency and media services. Corus's roster of premium brands includes Global Television, W Network, Flavour Network, Home Network, The HISTORY Channel, Showcase, Slice, Adult Swim, National Geographic, and Global News, along with streaming platforms STACKTV, TELETOON+, the Global TV App and Curiouscast.

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