Stingray and Newfoundland Capital Receive CRTC Approval

Montréal, QC and Dartmouth, NS, October 23 2018 – Stingray Digital Group Inc. (“Stingray”) (TSX: RAY.A; RAY.B) and Newfoundland Capital Corporation Limited (“NCC”) (TSX: NCC.A; NCC.B) today announced that the Canadian Radio-television and Telecommunications Commission (CRTC) has authorized the transaction announced on May 2, 2018, pursuant to which Stingray will acquire the shares of NCC (the “Transaction”).

As such, all regulatory approvals required to complete the Transaction have been obtained and the Transaction is expected to close on or about October 26, 2018.

Based on the number of issued and outstanding shares of NCC, each shareholder of NCC is expected to receive approximately 0.15371 Stingray subordinate voting shares (or Stingray variable subordinate voting shares, as applicable) and approximately $13.17 in cash for each share of NCC owned. No fractional shares will be issued, and Stingray will settle any fractional shares in accordance with the terms of the arrangement agreement entered into on May 2, 2018 (the “Arrangement Agreement”).

A detailed description of the Transaction is set forth in the NCC management information circular dated May 23, 2018 (the “Circular”). Shareholders can obtain a copy of the Circular as filed with applicable Canadian securities regulatory authorities on SEDAR at www.sedar.com.

Letters of Transmittal were mailed to registered shareholders of NCC along with the Circular and are also available on SEDAR at www.sedar.com. The Letters of Transmittal explain how registered NCC shareholders who hold their shares in physical certificate form can deposit and obtain payment for their NCC shares once the Transaction is completed. Registered NCC shareholders must return their duly completed Letters of Transmittal to AST Trust Company (Canada) in order to receive the consideration to which they are entitled for their NCC shares. Non-registered shareholders who hold shares in brokerage accounts or with other financial intermediaries should carefully follow the instructions from their broker or other financial intermediary that holds NCC shares on their behalf. Qualifying NCC shareholders who have provided notice to Stingray as described in the Circular that they have elected to transfer their NCC shares to a “Qualifying Holdco” in exchange for Qualifying Holdco shares and to sell the Qualifying Holdco shares to Stingray will receive a separate letter of transmittal from Stingray.

About Stingray Digital Group Inc.

Stingray Digital Group Inc. (TSX: RAY.A; RAY.B) is the world-leading provider of multiplatform music and video services as well as digital experiences for pay TV operators, commercial establishments, OTT providers, mobile operators, consumers, and more. Its services include audio television channels, premium television channels, 4K UHD television channels, karaoke products, digital signage, in-store music, and music apps. Stingray reaches 400 million subscribers (or users) in 156 countries and its mobile apps have been downloaded over 100 million times. Stingray is headquartered in Montréal and currently has close to 400 employees worldwide. For more information: .

About Newfoundland Capital Corporation Limited

Newfoundland Capital Corporation Limited (TSX: NCC.A, NCC.B) owns and operates Newcap Radio which is one of Canada's leading radio broadcasters with 101 broadcast licences (72 radio stations and 29 repeating signals) across Canada. NCC reaches millions of listeners each week through a variety of formats and is a recognized industry leader in radio programming, sales and networking.

Forward-Looking Information

This news release contains forward-looking information within the meaning of applicable Canadian securities laws, including regarding the composition of the consideration payable to NCC shareholders in connection with the Transaction and the closing date of the Transaction. This forward-looking information relates to, among other things, our objectives and the strategies to achieve these objectives, as well as information with respect to our beliefs, plans, expectations, anticipations, estimations and intentions, and may also include other statements that are predictive in nature, or that depend upon or refer to future events or conditions. Statements with the words “could”, “expect”, “may”, “will”, “anticipate”, “assume”, “intend”, “plan”, “believes”, “estimates”, “guidance”, “foresee”, “continue” and similar expressions are intended to identify statements containing forward looking information, although not all forward-looking statements include such words. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

Although management believes the expectations reflected in such forward-looking statements are reasonable, forward-looking statements are based on the opinions, assumptions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include completion of the closing conditions in the Arrangement Agreement and additional risks identified in the Circular.

Each of Stingray and NCC expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

 

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For more information, please contact:

For Stingray :

Frédérick Truchon-Gagnon

NATIONAL Public Relations

(438) 350-1001

ftruchon-gagnon@national.ca


Pour NCC:

Robert G. Steele

Chairman, President and Chief Executive Officer

or

Scott G.M. Weatherby

Chief Financial Officer and Corporate Secretary

Newfoundland Capital Corporation Limited

(902) 468-7557

investorrelations@ncc.ca

www.ncc.ca