8978832 Canada Inc. Acquires Securities of Stingray Digital Group Inc. Pursuant to Exercise of Pre-Emptive Rights

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES AND NOT FOR DISSEMINATION IN THE UNITED STATES/

MONTREAL, May 24, 2018 /CNW Telbec/ - Eric Boyko ("EB") announces that he has acquired, through 8978832 Canada Inc. ("Newco2"), control over 1,452,850 subscription receipts ("Pre-Emptive Subscription Receipts") of Stingray Digital Group Inc. ("Stingray") at a price of $10.40 per Pre-Emptive Subscription Receipt, for a total consideration equal to $15,109,640. EB acquired control of the Pre-Emptive Subscription Receipts in connection with a previously announced public offering and concurrent private placement of subscription receipts (collectively, the "Offered Subscription Receipts"). Each Pre-Emptive Subscription Receipt entitles the holder thereof to receive, upon the satisfaction of certain conditions and without payment of additional consideration or further action, one multiple voting share of Stingray. As such, EB acquired control over 1,452,850 multiple voting shares of Stingray ("Multiple Voting Shares")  representing approximately 8.2% of the total Multiple Voting Shares outstanding, approximately 2.0% of the total shares outstanding of Stingray and approximately 6.2% of the total voting rights outstanding of Stingray, assuming the full exchange of the Offered Subscription Receipts. Each Multiple Voting Share confers the right to ten votes per share. The purchase of the Pre-Emptive Subscription Receipts was funded by Investissement Québec and le Fonds de solidarité FTQ through follow-on investments in the share capital of Newco 2.

Prior to the acquisition of control of the Pre-Emptive Subscription Receipts, EB had control over 11,294,285 Multiple Voting Shares and 21,052 subordinate voting shares of Stingray ("Subordinate Voting Shares"), representing approximately 20.1% of the total shares outstanding of Stingray and approximately 55.7% of the total voting rights outstanding of Stingray.

Immediately after the acquisition of control of the Pre-Emptive Subscription Receipts, EB has control over 11,294,285 Multiple Voting Shares, 21,052 Subordinate Voting Shares and the Pre-Emptive Subscription Receipts. Assuming the full exchange of the Offered Subscription Receipts, EB would acquire control over a maximum of 12,747,135 Multiple Voting Shares and 21,052 Subordinate Voting Shares, representing approximately 17.4% of the total shares outstanding of Stingray and approximately 54.7% of the total voting rights outstanding of Stingray.

EB acquired control over the Pre-Emptive Subscription Receipts so as to limit the dilution of his voting rights under the Offering and not with a view to materially affecting control of Stingray. Depending upon market conditions and other factors, EB, or companies controlled by EB, may from time to time acquire or dispose of additional shares of Stingray, in the open market, by private agreement or otherwise, or acquire interests in or enter into related financial instruments involving a security of Stingray. In addition to the foregoing, in the event the Pre-Emptive Subscription Receipts are exchanged in accordance with their terms, EB would acquire control over 1,452,850 Multiple Voting Shares.

The head office address of Stingray is 730 Wellington Street, Montréal, Québec H3C 1T4.

SOURCE Eric Boyko

or to obtain a copy of the Early Warning Report filed by EB, please contact Lloyd Perry Feldman at [phone] (ext. 2428)