Stingray Digital Group Inc. Announces Closing of $21 Million Over-Allotment Option

MONTREAL, QUEBEC--(Marketwired - June 9, 2015) -

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

Stingray Digital Group Inc. ("Stingray") (TSX:RAY.A)(TSX:RAY.B) announced today that it has issued an aggregate of 3,360,000 subordinate voting shares and variable subordinate voting shares at a price of $6.25 per share, for total gross proceeds of $21 million, pursuant to the exercise in full of the underwriters' over-allotment option granted by Stingray in connection with its initial public offering completed on June 3, 2015.

Total gross proceeds realized by Stingray from the initial public offering of 13,287,100 subordinate voting shares and variable subordinate voting shares and the exercise of the over-allotment option amount to approximately $104 million. Taking into account the secondary offering by certain Novacap technologies funds and Télésystème Ltée (collectively, the "Selling Shareholders") as well as the concurrent secondary private placement by the Selling Shareholders and other shareholders of Stingray, the total raise of the initial public offering amounted to approximately $179.5 million.

The initial public offering was made through a syndicate of underwriters co-led by National Bank Financial Inc., GMP Securities L.P. and BMO Capital Markets, and comprised of CIBC World Markets Inc., TD Securities Inc. and RBC Dominion Securities Inc.

No securities regulatory authority has either approved or disapproved the contents of this news release. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of Stingray Digital Group Inc. in any jurisdiction in which such offer, solicitation or sale would be unlawful. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons except in compliance with the registration requirements of the 1933 Act and applicable state securities laws or pursuant to an exemption therefrom.

About Stingray

Stingray is a leading business-to-business multi-platform music and in-store media solutions provider operating on a global scale, reaching an estimated 110 million Pay-TV subscribers (or households) in 111 countries. Geared towards individuals and businesses alike, Stingray's products include the following leading digital music and video services: Stingray Music, Stingray Concerts, Stingray Music Videos, Stingray Lite TV, Stingray Ambiance and Stingray Karaoke. Stingray also offers various business solutions, including music and digital display-based solutions through its Stingray Business division. Stingray is headquartered in Montreal and currently has over 235 employees across the world, including in Miami, London, Amsterdam and Tel Aviv. Stingray was recognized in 2013 and 2014 as a finalist in the Top 50 of Deloitte's Technology Fast 50™ list, and figures amongst PROFIT magazine's fastest-growing Canadian companies. For more information, please visit www.stingray.com.

Forward-Looking Information

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Such forward-looking information includes information with respect to Stingray's goals, beliefs, plans, expectations, anticipations, estimates and intentions. Forward-looking information is identified by the use of terms and phrases such as "may", "would", "should", "could", "expect", "intend", "estimate", "anticipate", "plan", "foresee", "believe", and "continue", or the negative of these terms and similar terminology, including references to assumptions. Please note, however, that not all forward-looking information contains these terms and phrases. Forward-looking information is based upon a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond Stingray's control. These risks and uncertainties could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, the risk factors identified in Stingray's prospectus dated May 11, 2015, which is available on SEDAR at www.sedar.com. Consequently, all of the forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that Stingray anticipates will be realized or, even if substantially realized, that they will have the expected consequences or effects on Stingray's business, financial condition or results of operation. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained herein is provided as of the date hereof, and Stingray does not undertake to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.