Stingray signs definitive agreement to acquire TuneIn

Mr. Eric Boyko reports STINGRAY ACQUIRES TUNEIN, CREATING AN AUDIO STREAMING AND ADVERTISING POWERHOUSE Stingray Group Inc. has entered into a definitive agreement to acquire TuneIn Holdings Inc., a pioneer in live audio streaming and ad monetization. The transaction is valued at up to $175-million (U.S.), based on TuneIn's forecasted sales of $110-million (U.S.) and adjusted EBITDA (1) (earnings before interest, taxes, depreciation and amortization) of $30-million (U.S.) for the 12-month period ending Dec. 31, 2025. Stingray will pay $150-million (U.S.) at closing and up to $25-million (U.S.) 12 months following the closing. Stingray secured an additional $150-million (U.S.) term loan under its renewed credit facility to finance the transaction. The transaction is subject to the receipt of the approval of TuneIn's stockholders, applicable regulatory approvals, as well as customary closing conditions for transactions of this nature, and is expected to close by year-end 2025. This acquisition is expected to significantly expand Stingray's global digital audio footprint, accelerate its growth in streaming services and bolster its advertising offering by incorporating TuneIn's comprehensive ad platform, which delivers targeted audio, video and display advertising solutions. The acquisition will enhance Stingray's reach by combining its premium music and video content with TuneIn's robust partnerships with major device manufacturers, automotive companies and content providers. TuneIn currently serves over 75 million active listeners each month worldwide, providing access to more than 100,000 radio stations, podcasts, music channels, news, sports and audiobooks. TuneIn's content is distributed across more than 200 platforms and connected devices, including over 50 in-car audio systems, in over 100 countries. "This acquisition marks a pivotal moment in Stingray's journey to further strengthen its position as a global leader in audio entertainment and digital advertising sales," stated Eric Boyko, president, co-founder and chief executive officer of Stingray. "We are crafting an unmatched audio ecosystem by merging Stingray's extensive technology infrastructure and content distribution capabilities with TuneIn's expertise in monetization, advertising technology and diverse content offerings. We're particularly excited about expanding our reach in the automotive sector, where TuneIn and Stingray have both established strong integrations with leading manufacturers. This aligns perfectly with our strategy to meet listeners wherever they are -- at home, in the car or at retail locations. Together, we are poised to redefine audio for a connected world, delivering extraordinary value to our listeners, content partners and advertisers." This transaction creates a global audio leader with meaningful scale. The combination of TuneIn's active listeners and Stingray's existing distribution provides advertisers with a highly engaged audience. This acquisition solidifies Stingray's position as a key player in the rapidly growing digital audio advertising market and enhances its portfolio with a profitable, growing digital asset, pushing the combined entity's pro forma revenue beyond $400-million (U.S.) ($560-million (Canadian)) (2). "Stingray is the ideal partner to propel TuneIn's next chapter of growth," said Richard Stern, co-chairman and CEO of TuneIn. "Our global reach and advanced advertising capabilities, combined with Stingray's audio and video distribution, creates a significant growth opportunity for both our companies. Joining forces with Stingray allows us to accelerate our mission of delivering the world's best audio content to listeners everywhere, while creating powerful new avenues for advertisers to connect with a highly engaged audience." Following the acquisition, the TuneIn platform will continue to operate under its existing brand. For more details regarding the transaction, please refer to the investor presentation in the investor relations section of the Stingray website. A media kit, including logos and images, is available for download from the website. Advisers National Bank Capital Markets is acting as financial adviser to Stingray, and Davies Ward Phillips & Vineberg LLP is acting as Stingray's legal counsel. Houlihan Lokey Capital Inc. is acting as financial adviser to TuneIn, and Skadden, Arps, Slate, Meagher & Flom LLP is acting as TuneIn's legal counsel. About Stingray Group Inc. Stingray, a global music, media and technology company, is an industry leader in television (TV) broadcasting, streaming, radio, business services and advertising. Stingray provides an array of global music, digital and advertising services to enterprise brands worldwide, including audio and video channels, 97 radio stations, subscription video-on-demand content, FAST (free ad-supported television) channels, karaoke products and music apps, and in-car and on-board infotainment content. Stingray Business, a division of Stingray, provides commercial solutions in music, in-store advertising, digital signage, and AI-driven (artificial intelligence) consumer insights and feedback. Stingray Advertising is North America's largest retail audio advertising network, delivering digital audio messaging to more than 33,500 major retail locations. Stingray has close to 1,000 employees worldwide and reaches 540 million consumers in 160 countries. About TuneIn Holdings Inc. TuneIn, the world's leader in live audio, brings together live sports, news, music, audiobooks, podcasts and radio from around the globe, empowering listeners to hear what they love wherever here might be. With more than 75 million monthly active users and distribution across 200 platforms and connected devices, TuneIn is one of the most widely used streaming audio platforms in the world. TuneIn broadcasts over 100,000 owned and operated and partner radio stations, and more than five million podcasts. TuneIn Premium subscribers also unlock exclusive access to commercial-free news from top networks like CNN, Fox News Radio, MSNBC, CNBC and Bloomberg, as well as commercial-free music channels to fit every mood. (1) This is a non-IFRS (international financial reporting standards) measure and is not a standardized financial measure. Stingray's method of calculating financial measures may differ from the methods used by other issuers and, accordingly, the definition of this non-IFRS financial measure may not be comparable with similar measures presented by other issuers. (2) Represents expected revenue and adjusted EBITDA as of the 12-month period ending December, 2025. We seek Safe Harbor.