RHYTHMONE PLC ANNOUNCES AUDITED FULL YEAR FINANCIAL YEAR 2017 RESULTS Company Returns to Full-Year Underlying Profitability led by 28% Growth of “Core” Revenues London, England and San Francisco, CA – 15 May 2017 – RhythmOne plc (LSE AIM: RTHM, “Company” or “Group”), today reports audited results for the year ending 31 March 2017 (“FY2017” or “the Period”). The Company’s FY2017 conference call will be webcast live at https://investor.rhythmone.com at 9:30AM BST; 4:30AM EST; 1:30AM PST. Financial Highlights (Audited) Year ended Year ended 31 March 31 March 2017 2016 (audited) (audited) Change $000 $000 % or $ Operating Metrics: Total Revenue1 175,381 166,716 5% Core Revenue2 149,025 116,058 28% Non-Core Revenue3 26,356 50,658 (48%) Adjusted EBITDA4 1,386 (10,475) $11,861 Cash and Cash Equivalents, and Marketable Securities 75,204 78,486 (4%) Statutory Metrics: Revenue 149,025 116,058 28% Loss from Continuing Operations (14,029) (75,527) $61,499 Loss from Discontinued Operations net of Tax (4,761) (16,726) $11,965 Loss for the year (18,790) (92,253) $73,463 Loss per share attributed to RhythmOne Cents Cents Cents Basic (4.45) (22.88) 18.43 Loss per share from Continuing Operations Basic (3.32) (18.73) 15.41 1 Completed transformational shift to Core mobile, video and programmatic products, resulting in a return to revenue growth and profitability5; Significant growth of Core mobile, video and programmatic products that has driven financial performance across key metrics: – Total revenues1 of $175.4M, 85% from Core products (FY2016: $166.7M, 70%) – Core product revenues up 28% to $149.0M (FY2016: $116.1M) – Adjusted EBITDA4 improvement of $11.9M to $1.4M (FY2016: ($10.5M Loss) Strong half-on-half growth across key metrics: – H2 2017 total revenues1 of $94.7M (H1 2017: $80.7M) – H2 2017 adjusted EBITDA4 of $3.9M (H1 2017: ($2.5M Loss) Exited all Non-Core products – including sale of Prime Visibility Agency services business; Completed the acquisition of Perk Inc., a mobile-first supply side rewards, engagement and content platform, enhancing the Company’s base of unique, engaged audiences; Invested approximately $5M in product development and capital expenses to strengthen and improve Core product lines; Continued cost discipline, with Operating Expense from Continuing Operations before exceptional costs during the Period of $ $60.6 (FY2016: $73.4M), a decrease of more than 18%, or $12.8M over the previous year; and Ended the Period with a strong, debt-free balance sheet with over $75.2M in cash and cash equivalents, and marketable securities; Operational Highlights RhythmOne platform now ranks #1 internationally and #2 in the US in quality as measured by Pixalate (February 2017), and #5 in volume as measured by comScore (February 2017), featuring within the top 5% of the competitive set; Core operating KPIs for Continuing Operations for the Period are as follows: Metric6 H12016 H22016 FY2016 H12017 H22017 FY2017 Volume Billions 4,012.4 6,996.3 11,008.6 7,469.4 13,099.2 20,568.5 Desktop7 % - - - 51.3 42.5 45.7 Mobile7 % - - - 48.7 57.5 54.3 Fill Rate8 % 1.69 0.62 1.01 0.58 0.31 0.41 Price9 $/CPM 0.93 1.22 1.04 1.54 2.01 1.76 Core opportunity volume and price grew by 87% and 69% year-on-year, respectively; Expanded into 15 new international markets, which collectively represent approximately 10% of Core programmatic revenues in the Fourth Quarter; Enhanced proprietary brand safety technology (“RhythmGuard”) through integrations with leading traffic quality partners, including Grapeshot, WhiteOps, Integral Ad Science, DoubleVerify and Moat, and ad quality partners, The Media Trust and RiskIQ; Added 29 programmatic demand side partners, including marquee platforms such as AppNexus, Drawbridge and Opera Mediaworks; Expanded programmatic supply relationships – adding 18 new partners including AppNexus, FreeWheel, MobFox, SwitchConcepts and Teads; Forged or expanded direct relationships with major brands such as Honda, Nestle, Marzetti, Ford, Chipotle, McDonalds, US Air Force, DropBox, Square Inc., Delta Faucets, Ocean Spray, Vistaprint, Mai Jim, JetBlue, Whole Foods, Exxon Mobile, Autozone, ADP, Black & Decker and Capella University; Signed over 450 publisher partners, including Lifebuzz, Arkadium, Krush, Cheetah mobile, Comicbook.com, Spanishdictionary.com, Daily Motion and Twitch; and 2 Integrated Perk’s mobile apps and websites into the RhythmMax platform, enabling programmatic demand partners to access Perk’s engaged user base. Commenting on the results, S. Brian Mukherjee, CEO of RhythmOne, said: “The fundamental re-structuring of our business that we set in motion over two years ago is now complete. We are delighted to report the achievement of our objectives for the year, marking a dramatic shift in the revenue, product and cost profile of the Company. Driven by programmatic growth, Core products now represent 85% of total revenues1, compared with 70% in FY2016. During the Period, the Company took critical steps to definitively exit all remaining Non-Core product lines that are no longer considered strategic to future growth. The exit of Non-Core products is expected to eliminate the volatility associated with falling and unpredictable revenue streams and, on a go forward basis, aligns Company resources and initiatives with dominant industry growth trends. RhythmOne has grown into a significant, recognized digital advertising platform with massive scale, cutting edge technology and quality, differentiated supply. Based on current revenue dynamics, we expect our unified programmatic platform, RhythmMax, to be the principal driver of future Company growth. The platform now ranks #1 internationally and #2 in the US in quality according to Pixalate, Inc. and #5 in volume according to comScore, Inc. We are proud to have built and scaled what we believe is an industry-leading platform. The significant steps we took in FY2017 to realign the business around our Core capabilities and achieve operational efficiency have set the stage for higher quality topline growth and continued profitability5 in the coming Financial Year. In the Company’s audited FY2017 financial statements, Core revenue is revenue from Continuing Operations, while Non-Core revenue is revenue from Discontinued Operations. The Company anticipates FY2018 to be a period of continued expansion, through both organic efforts and scale acquisitions, as opportunities to consolidate the industry proliferate.” Notes: 1. Total revenue is revenue from Core and Non-Core product lines. It comprises revenue recognized within both Continuing and Discontinued Operations. 2. Core revenue is revenue recognized within Continuing Operations in the audited financial statements. 3. Non-Core revenue is revenue recognized within Discontinued Operations in the audited financial statements. 4. This press release contains references to adjusted EBITDA and adjusted Loss for the Period attributable to equity holders of the parent. These financial measures do not have any standardized meaning prescribed by IFRS and are therefore referred to as non-GAAP measures. The non-GAAP measures used by RhythmOne may not be comparable to similar measures used by other companies. Adjusted EBITDA is defined as profit/(loss) for the year before finance income and expense, taxes, depreciation and amortisation, share based payment expense and exceptional costs. Management believes that this measure is a useful supplemental metric as it provides an indication of the results generated by the Company’s principal trading activities prior to consideration of how the results are impacted by non- recurring costs, how the results are taxed in various jurisdictions, or how the results are affected by the accounting standards associated with the Group’s share based payment expense. 5. On an adjusted EBITDA basis. 6. Comparative Core operating metrics are adjusted to include on-platform (RhythmMax) and off-platform (third-party) products. 3 7. Volume of transactions (ad requests) processed through the platform. Volumes are continuously optimized for performance and yield. 8. Proportion of the transaction volume monetized, which is impacted by seasonality and fluctuations in demand and supply. 9. Average price across all ad formats, expressed as Cost per Mille or Thousand Impressions. Press Contacts for RhythmOne Analyst and Investor Contact Financial Media Contacts Dan Slivjanovski Edward Bridges / Charles Palmer RhythmOne plc FTI Consulting LLP (UK) 020 3727 1000 Nomad and Broker for RhythmOne Nick Westlake (Nomad) / Lorna Tilbian / Mark Lander Numis Securities Limited (UK) 020 7260 1000 Overview RhythmOne’s operating objective for FY2017 was sustainable growth and a return to underlying profitability5, accomplished through a fundamental restructuring of the Company’s product portfolio. Over the past two years, RhythmOne continued to invest in its Core strategic capabilities of mobile, video and programmatic trading. Concurrently, the Company fully exited Non-Core product lines that no longer are considered strategic to future growth. Importantly, the measured approach RhythmOne has taken to managing a reduction in the Non-Core cost basis ensures a neutral to net positive impact on expected future growth and profitability5. Performance in FY2017 was led by strong growth in Core revenues and, in particular, programmatic trading. In FY2017, the Company showed a return to underlying profitability5, delivering approximately $1.4M in adjusted EBITDA4. The performance in the second half of the year was particularly