8978832 Canada Inc. and Eric Boyko Acquire Control Over Securities of Stingray Digital Group Inc.

- Includes (i) the exchange of 1,452,850 subscription receipts previously acquired for $10.40/receipt for an aggregate purchase price of $15.1 million and (ii) the acquisition of 194,363 Multiple Voting Shares at $10.29/share for an aggregate purchase price of $2 million

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

MONTREAL, Oct. 26, 2018 /CNW Telbec/ - Eric Boyko ("EB") announces that he has acquired, through 8978832 Canada Inc. ("Newco2"), control over 1,452,850 Multiple Voting Shares of Stingray Digital Group Inc. ("Stingray") pursuant to a previously announced public offering and concurrent private placement of Subscription Receipts of Stingray.

In addition, in connection with the previously announced acquisition of Newfoundland Capital Corporation Limited by Stingray (the "NCC Acquisition"), Newco2 exercised subscription rights attached to the Multiple Voting Shares of Stingray and subscribed for 194,363 Multiple Voting Shares (the "Pre-emptive Rights Exercise"). The Pre-emptive Rights Exercise was funded by certain shareholders of Newco2 through follow-on investments in the share capital of Newco2.

As such, EB acquired control over 1,647,213 Multiple Voting Shares representing approximately 9.2% of the total Multiple Voting Shares outstanding, approximately 2.2% of the total shares outstanding of Stingray and approximately 7.0% of the total voting rights outstanding of Stingray. Each Multiple Voting Share confers the right to ten votes per share.

EB also acquired control over 3,414,160 Subordinate Voting Shares of Stingray under a previously announced lock-up and voting trust agreement in connection with the NCC Acquisition, representing approximately 6.2% of the total Subordinate Voting Shares outstanding, approximately 4.6% of the total shares outstanding of Stingray and approximately 1.5% of the total voting rights outstanding of Stingray.

Prior to these transactions, EB had control over 11,294,285 Multiple Voting Shares, 21,052 Subordinate Voting Shares and 1,452,850 Subscription Receipts. Assuming the full exchange of the Subscription Receipts, EB would acquire control over a maximum of 12,747,135 Multiple Voting Shares and 21,052 Subordinate Voting Shares, representing approximately 17.3% of the total shares outstanding of Stingray and approximately 54.2% of the total voting rights outstanding of Stingray.

Immediately after these transactions, EB has control over 12,941,498 Multiple Voting Shares and 3,435,212 Subordinate Voting Shares, representing approximately 22.2% of the total shares outstanding of Stingray and approximately 56.5% of the total voting rights outstanding of Stingray.

EB acquired control over the Multiple Voting Shares so as to limit the dilution of his voting rights and acquired control over the Subordinate Voting Shares pursuant to the NCC Acquisition, 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.

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)