Deferred Consideration Payment to RadiumOne Inc

RHYTHMONE PLC ANNOUNCES DEFERRED CONSIDERATION PAYMENT TO RADIUMONE, INC.

London, England and San Francisco, CA - 19 July 2017 - RhythmOne plc (LSE AIM: RTHM, "Company" or "1R"), a digital advertising technology company that connects audiences with brands through content across devices, today announces that it has made a deferred consideration payment in the amount of $5M in cash to RadiumOne, Inc., associated with the transaction that closed on 26 June 2017.

Pursuant to the terms of the transaction agreement, the Company acquired certain assets and related liabilities from RadiumOne, Inc. for consideration of up to $22M. The consideration included an upfront payment of $5.5M in cash with up to a further $16.5M being held back as security for certain indemnification obligations of RadiumOne, Inc. and payable at a future date in Company shares or, in certain circumstances, cash at the Company's discretion.

The deferred consideration amount resulted in 30,956,849 Company shares being held back from the consideration payable on closing based on a price of $0.53 per share. The current payment of $5M in cash against this deferred consideration amount reduces the number of Company shares held back by 9,380,864, for a current maximum number of 21,575,985 Company shares to be issued by the Company at a later date, not to exceed one year from the date of closing. Any Company shares issued will be subject to a lock-up of one year from the date of closing, subject to limited exceptions.

About RhythmOne

RhythmOne is a technology-enabled digital media company that connects online audiences with brands through premium content across devices. Founded in 2004 in the UK, the Company pioneered Internet video search and works with digital advertisers, publishers and content providers to offer fully integrated, cross-screen solutions that span desktop and mobile video, rich media, display, social and native advertising, and content formats. Through its fully integrated programmatic platform, RhythmMax, the Company offers digital advertising inventory across owned, controlled and extended supply sources. The RhythmMax platform includes unique brand safety technology, RhythmGuard, which combines leading third-party verification and proprietary filtering technologies to ensure inventory quality in brand safe environments. RhythmOne's goal is to maximize the return on advertising spend and provide the most efficient and effective marketplace for digital advertising. The Company is headquartered in San Francisco, United States with offices in the US, UK and Canada. For more information, please visit www.rhythmone.com.

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