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Press release from CNW Group

SiriusXM Canada Announces Secondary Offering of its Class A Shares

Monday, February 27, 2012

SiriusXM Canada Announces Secondary Offering of its Class A Shares16:04 EST Monday, February 27, 2012/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/TORONTO, Feb. 27, 2012 /CNW/ - Canadian Satellite Radio Holdings Inc. ("SiriusXM Canada" or the "Company") (TSX: XSR), parent of SiriusXM Canada Inc., today announced that two of its shareholders, CSRI Inc. and Slaight Communications Inc. have entered into an agreement with Canaccord Genuity Corp. and National Bank Financial Inc. for a secondary offering, on a bought deal basis, of 8,000,000 Class A Subordinate Voting Shares of the Company (the "Class A Shares") at an offering price of $3.00 per Class A Share. The offering terms provide that CSRI Inc. will sell 6,000,000 Class A Shares with the remaining 2,000,000 Class A Shares being sold by Slaight Communications Inc.After giving effect to this offering CSRI Inc. will own 62,390,124 Class B Shares and Slaight Communications Inc. will own 47,570,361 Class B Shares. SiriusXM Canada will not receive any proceeds from this offering.A preliminary short-form prospectus relating to the offering will be filed shortly with Canadian securities regulatory authorities. Closing of the offering is expected to occur on or about March 26, 2012 and is subject to certain conditions, including the approval of the Canadian securities regulatory authorities.This press release shall not constitute an offer to sell or a solicitation of an offer to buy, which may be made only by means of the prospectus, nor shall there be any sale of the Class A Shares in any state, province or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state, province or jurisdiction. The Class A Shares have not been, and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or compliance with an applicable exemption from the registration requirements under U.S. securities laws.About SiriusXM CanadaCanadian Satellite Radio Holdings Inc. (TSX: XSR) operates as SiriusXM Canada. SiriusXM Canada is the country's leading audio entertainment company and broadcasts more than 120 satellite radio channels featuring premier sports, news, talk, entertainment and commercial-free music. SiriusXM Canada offers an array of content from the most recognized news and entertainment brands as well as from professional sports leagues including the NHL, NFL, MLB and CFL.SiriusXM programming is available on a variety of devices including pre-installed and after-market radios in cars, trucks and boats, smartphones and mobile devices, and consumer electronics products for homes and offices. SiriusXM programming is also available online at www.sirius.ca and www.xmradio.ca and on Apple, BlackBerry and Android-powered mobile devices.SiriusXM Canada has partnerships with every major automaker and its radio products are available at more than 3,000 retail locations nationwide.Forward-Looking StatementsCertain statements included above may be forward-looking in nature. Such statements can be identified by the use of forward-looking terminology such as "expects," "may," "will," "should," "intend," "plan," or "anticipates" or the negative thereof or comparable terminology, or by discussions of strategy. Forward-looking statements include estimates, plans, expectations, opinions, forecasts, projections, targets, guidance or other statements that are not statements of fact, including with respect to future operating performance and merger benefits and costs synergies. Although SiriusXM Canada believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. SiriusXM Canada's forward-looking statements are expressly qualified in their entirety by this cautionary statement. SiriusXM Canada makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made, except as required by applicable law. Additional information identifying risks and uncertainties is contained in Canadian Satellite Radio Holdings Inc.'s filings with the Canadian securities regulators, available at www.sedar.com.For further information: Investors Morlan Reddock 416-408-6899 investor.relations@siriusxm.ca Kristen Dickson TMX Equicom 416-815-0700 ext 273 kdickson@equicomgroup.com