PNI Shareholders Approve Arrangement Transaction Involving Acquisition by Staples

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.

FOR FURTHER INFORMATION PLEASE CONTACT: 
TMX Equicom
James Binckly
[phone] x228
[e-mail]


PNI Digital Media Inc.
Cameron Lawrence
[phone] x229
[e-mail]
www.pnimedia.com