Cineplex Inc. announced that it has priced a private placement offering of $575 million aggregate principal amount of 7.625% senior secured notes due March 31, 2029. The Notes will be senior secured obligations of the Company and its material subsidiaries, which will rank equal in right of payment with all other senior indebtedness of the Company and such subsidiaries, however, the Notes will rank effectively junior to the Company's and such subsidiaries' obligations under the Company's senior secured revolving credit facility and all other priority lien obligations from time to time, to the extent of the value of the collateral granted by the Company and such subsidiaries. The Notes will rank ahead of any subordinated obligations of the Company and its subsidiaries, and, by virtue of being secured, rank ahead of any unsecured obligations of the Company and its subsidiaries.

Completion of the Notes Offering is conditional upon customary closing conditions and the prior or contemporaneous completion of (a) a new senior secured credit facility with a term of at least three years (the "New Credit Facility"), (b) an amendment to effectuate the extension and partial redemption of Cineplex's $316.3 million of aggregate principal amount of 5.75% convertible unsecured subordinated debentures due September 30, 2025 (the "Convertible Debentures"), (c) the redemption in full of its existing 7.5% senior secured second lien notes due February 26, 2026 (the "Second Lien Notes") and (d) the repayment in full of its existing senior revolving credit facility, all as further described in Cineplex's news release dated February 8, 2024. The Company will use the net proceeds of the Notes Offering, along with proceeds from the previously announced sale of Player One Amusement Group Inc. and the New Credit Facility, to: (i) pay down the entirety of the existing senior revolving credit facility; (ii) repay the entirety of the existing the Second Lien Notes); and (iii) redeem $100 million of its Convertible Debentures. The Notes are being offered for sale in each of the provinces of Canada to "accredited investors" on a private placement basis in accordance with Canadian securities laws.

The Notes have not been, and will not be, qualified for distribution in Canada by a prospectus and are being offered and sold in Canada only pursuant to exemptions from the prospectus requirements of Canadian securities laws. In addition, the Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and are being offered and sold in the United States only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the U.S. Securities Act and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the U.S. Securities Act. This release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in Canada, the United States or any other jurisdiction.

The Notes Offering is being underwritten by BMO Capital Markets and Scotiabank, as joint active bookrunning managers, in a syndicate that also includes RBC Capital Markets and TD Securities, as joint bookrunning managers, and CIBC Capital Markets and Canaccord Genuity Corp., as co-managers. The Company also announced that it has delivered a notice of conditional redemption to holders of the Second Lien Notes and to TSX Trust Company, as trustee, in connection with its proposed redemption of the Second Lien Notes, as further described in Cineplex's news release dated February 8, 2024.