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PNI Shareholders Approve Arrangement Transaction Involving Acquisition by Staples

VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 07/08/14 -- July 8, 2014 - PNI Digital Media Inc. ("PNI") (TSX: PN)(OTCQX: PNDMF), a leading innovator in digital media solutions for retailers, is pleased to announce that PNI's shareholders have approved the previously announced arrangement (the "Arrangement") with Staples, Inc. ("Staples") pursuant to which, among other things, Staples will acquire, through its wholly-owned subsidiary Staples Canada Acquisition ULC, all of the issued and outstanding common shares of PNI for $1.70 in cash per common share. PNI's shareholders met at a special meeting earlier today in Vancouver and voted 99.03% in favour of the Arrangement. The Arrangement was also approved by 99.01% of the votes cast at the Special Meeting excluding the votes cast by any PNI shareholders that were required to be excluded in order to obtain "minority approval" pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. Shareholder approval of the Arrangement was a condition to the completion of the Arrangement.

PNI is seeking a final order (the "Final Order") of the Supreme Court of British Columbia to approve the Arrangement, which is expected to be granted on July 10, 2014. Once the Final Order is received, the Arrangement is expected to be completed on or about July 11, 2014.

In order to receive their consideration under the Arrangement, PNI's shareholders should follow the instructions that are set out in PNI's Notice of Special Meeting and Management Information Circular dated June 4, 2014, available under PNI's profile on SEDAR at www.sedar.com.

About PNI Digital Media Inc.

PNI Digital Media operates the PNI Digital Media Platform, which provides transaction processing and order routing services for major retailers. The PNI Digital Media Platform connects consumer-ordered digital content, whether from online, in-store kiosks, desktop software or mobile phones, with retailers that have on-demand manufacturing capabilities for the production of personalized products such as photos, photo books, photo calendars, business cards and stationery. PNI Digital Media successfully generates millions of transactions each year for retailers and their thousands of locations worldwide.

Further information on our company can be found at www.pnimedia.com.

The statements that are not historical facts contained in this release are forward-looking statements that involve risks and uncertainties, including those related to the completion of the Arrangement and the expected timing therefor. PNI Digital Media's actual results could differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to shareholder and final court approvals, changes in technology, employee retention, inability to deliver on contracts, failure of customers to continue marketing the online solution, competition, general economic conditions, foreign exchange and other risks detailed in the Company's annual report and other filings. Additional information related to the Company can be found on SEDAR at www.sedar.com and on the SEC'S website at www.sec.gov/edgar.shtml. The information contained herein is subject to change without notice, and PNI does not undertake any obligation to publicly update or revise any forward-looking statements, except as required by law. PNI Digital Media shall not be liable for technical or editorial errors or omissions contained herein.

Neither TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this release. PNI Digital Media relies upon litigation protection for "forward-looking" statements.

PNI Digital Media is a registered trademark of PNI Digital Media Inc.

Contacts:
TMX Equicom
James Binckly
(416) 815-0700 x228
[email protected]

PNI Digital Media Inc.
Cameron Lawrence
(604) 893-8955 x229
[email protected]
www.pnimedia.com

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