Stingray Announces $25 Million Private Placement at a Price of $10.29 per Share

Not for distribution to U.S. newswire services or dissemination in the United States

Montreal, November 5, 2018 – Stingray Digital Group Inc. (“Stingray”) (TSX: RAY.A; RAY.B) today announced that it has entered into a subscription agreement with Irving West, Limited (“Irving West”) pursuant to which Irving West has agreed to purchase an aggregate of 2,429,544 Subordinate Voting Shares of Stingray (the “Private Placement Shares”) at a price of $10.29 per Subordinate Voting Share for total gross proceeds of $25,000,007.76.

Irving West is a company controlled by Mr. Harry R. Steele, a former Chairman of Newfoundland Capital Corporation Limited, which was acquired by Stingray on October 26, 2018.

“I am honoured by the vote of confidence in Stingray and its business model showed today by the Steele family,” said Eric Boyko, President, Co-founder, and Chief Executive Officer of Stingray. “By investing in Stingray at a price above market value, the Steele family supports our vision of growth by way of acquisitions and innovative product development. This placement, a testament to their trust in Stingray’s management team, unlocks the potential for continued expansion, more specifically through the digital evolution of our recently acquired radio properties.”

The net proceeds of the private placement will be used for working capital, including to provide further flexibility for a future major acquisition. Pending such application of the net proceeds of the private placement, Stingray will reimburse certain amounts owing under its credit facilities, which credit facilities shall remain fully available to Stingray including to fund future acquisitions.

The issuance of the Private Placement Shares is subject to the approval of the TSX. The Private Placement Shares will be subject to a four-month hold from the date of issuance, which is scheduled to occur on or about November 13, 2018.

This announcement is not an offer of securities for sale in the United States. The Private Placement Shares may not be offered or sold in the United States absent registration or an exemption from registration.

 

About Stingray Digital Group Inc.

Montreal-based Stingray Digital Group Inc. (TSX: RAY.A; RAY.B) is a leading music, media, and technology company with over 1,200 employees worldwide. Stingray is a premium provider of curated direct-to-consumer and B2B services, including audio television channels, 101 radio stations, SVOD content, 4K UHD television channels, karaoke products, digital signage, in-store music, and music apps, which have been downloaded over 100 million times. Stingray reaches 400 million subscribers (or users) in 156 countries. For more information: www.stingray.com.

Forward-Looking Information

This news release contains forward-looking information within the meaning of applicable Canadian securities laws, including regarding the private placement of 2,429,544 Subordinate Voting Shares of Stingray (the “Private Placement”). This forward-looking information includes, but is not limited to, statements with respect to the use of proceeds of the Private Placement and the closing date of the Private Placement. 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, but are not limited to the risk factors disclosed in Stingray’s Annual Information Form for the year ended March 31, 2018 available on SEDAR.

In addition, if any of the assumptions or estimates made by management prove to be incorrect, actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this news release. Such assumptions include, but are not limited to, availability of capital resources, satisfaction of customary closing conditions, and receipt of regulatory approval with respect to the Private Placement. If these assumptions are inaccurate, Stingray’s actual results could differ materially from those expressed or implied in such forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on such statements.

All of the forward-looking information in this document is qualified by these cautionary statements. Statements containing forward-looking information contained herein are made only as of the date of this news release. Stingray 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:

Mathieu Péloquin

Senior Vice-President, Marketing and Communications

Stingray Digital Group Inc.

1 514-664-1244, ext. 2362

mpeloquin@stingray.com