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RHYTHMONE PLC (LSE AIM:RTHM) TO ACQUIRE PERK INC. (TSE:PER) EXCLUSIVE MOBILE, VIDEO SUPPLY AND STRATEGIC DEMAND RELATIONSHIPS TO HELP FORTIFY CORE PROGRAMMATIC PLATFORM

5 DECEMBER, 2016

RhythmOne plc

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FORWARD-LOOKING STATEMENTS This announcement contains (or may contain) certain forward-looking statements with respect to certain of RhythmOne’s plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. RhythmOne cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as 'aim', 'anticipate', 'target', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', or other words of similar meaning. Examples of forward-looking statements include, among others, statements regarding RhythmOne's future financial position, income growth, impairment charges, business strategy, projected levels of growth in its markets, projected costs, estimates of capital expenditure, and plans and objectives for future operations of RhythmOne and other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, UK domestic and global economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation, the success of future acquisitions and other strategic transactions and the impact of competition - a number of which factors are beyond RhythmOne's control. As a result, RhythmOne's actual future results may differ materially from the plans, goals, and expectations set forth in RhythmOne's forward-looking statements. Any forward-looking statements made herein by or on behalf of RhythmOne speak only as of the date they are made. Except as required by the FCA, AIM or applicable law, RhythmOne expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in RhythmOne expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based. Neither the content of the Company’s website (or any other website) nor the content of any website accessible from hyperlinks on the Company’s website (or any other website) is incorporated into, or forms part of, this announcement. COPYRIGHT STATEMENT © 2016 RhythmOne, LLC. All rights reserved. All materials contained herein are the property of RhythmOne, LLC. and may only be used, copied or distributed with the express written permission of RhythmOne, LLC. Other products and companies referred to herein are the trademarks or registered trademarks of their respective companies or mark holders.

Safe Harbor & Copyright Statements

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Agenda

BACKGROUND

RATIONALE

OFFERINGS

FINANCIALS

CONCLUSIONS

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Announcement

Target •  Definitive agreement to purchase all outstanding shares of Perk, Inc. (TSE:PER) •  Perk is a Canada based mobile-first rewards and engagement platform with over

20M registered users and substantial mobile and video advertising inventory

Consideration •  Approximately $42.5M, all stock transaction at £0.381/1R share (30-day VWAP) •  Equates to C$2.90/Perk share, c.11.5% (Close) and 43.6% (30-day VWAP) premium

Execution •  Plan of Arrangement under the Business Corporations Act (Ontario), Canada •  Perk’s Directors, Management and AVG Ventures, LP (significant shareholder), have

entered into customary voting and support agreements

Impact •  Accretive in FY2018, adds material Revenue and Profit scale for 1R •  Liquidity and scaled growth platform for Perk who will own c.17.9% of 1R

Strategy •  Enhances Core RhythmMax platform with unique mobile, video supply at scale •  Brings on board key strategic demand relationships to drive fill rate and pricing

Timeline •  Expected close in January 2017, complete planned integration by March 2017 •  Subject to approvals and customary closing conditions for such transactions

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Digital Advertising

CONNECT AUDIENCES AND BRANDS THROUGH DIGITAL CONTENT ACROSS DEVICES

CONTENT

BRAND

DEVICE

CONSUMER

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Ecosystem

SUPPLY

Owned

Extended

Controlled

DEMAND

Direct

Programmatic

Network

CONTENT

DATA

Amplify Distribute Monetize

First Party Second Party Third Party

REVENUE = VOLUME X FILL RATE X PRICE

(Volume) (Fill Rate, Price)

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ATD: Agency Trading Desks DSP: Demand Side Platform SSP: Supply Side Platform

Platform

RG: RhythmGuard – traffic quality filter RMP: RhythmMax for Publishers DMP: Data Management Platform

SUPPLY

Owned

Extended

Controlled

DEMAND

Direct

Programmatic

Network

SSP WEBSITE SSP CONSUMER EXCHANGE ATD BRAND AGENCY DSP NETWORK

Tag Manager/

SDK

Rhythm Guard

Rhythm Exchange

Analytics & Reporting

Ad Server

DMP

RMP

UNIFIED PROGRAMMATIC TRADING PLATFORM, WITH UNIQUE AUDIENCES OF UNIFORM QUALITY AT SCALE

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Agenda

BACKGROUND

RATIONALE

OFFERINGS

FINANCIALS

CONCLUSIONS

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Growth Vectors

INT’L

UNIQUES

DEMAND

FILL RATE

EMEA and APAC O&O, Controlled

PRICING

Video, Native Private Marketplaces Direct, Integrations

PERK PROVIDES UNIQUE SUPPLY AND STRATEGIC DEMAND RELATIONSHIPS

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Growth Focus

GROW UNIQUE AUDIENCES

FORTIFY CORE PLATFORM

EXPAND DEMAND FOOTPRINT

SUPPLY

Owned

Extended

Controlled

DEMAND

Direct

Programmatic

Network

CONTENT

DATA

Amplify Distribute Monetize

First Party Second Party Third Party

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Strategic Fit

CURRENT FUTURE

SUPPLY

Owned

Extended

Controlled

DEMAND

Direct

Programmatic

Network

CONTENT

DATA

Amplify Distribute Monetize

First Party Second Party Third Party

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UNIQUES DATA CREATIVES OPTIMIZATION CONTENT BRAND PERFORMANCE CORE

MOBILE

VIDEO

PROGRAMMATIC

AUDIENCES

Product Fit AD TECH

Strong Emerging Legend:

PERK’S UNIQUE SUPPLY AND STRATEGIC DEMAND RELATIONSHIPS HELP FORTIFY THE CORE RHYTHMMAX PLATFORM AND ACCELERATE GROWTH ALONG THE COMPANY’S MVP GROWTH VECTORS

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Key Benefits

Deepens Core mobile inventory and offering,

with opportunities to drive programmatic upside

MOBILE, VIDEO SUPPLY

Unique performance measurement and optimization technology helps improve fill rate and smooth seasonality

O&O PROPERTIES

TECHNOLOGY

Engaged, quality, mobile-first (98%) audiences augment

high value owned and operated supply base

Tenured, strategic always on demand relationships with

super-majors fortifies platform and position

TEAM

RELATIONSHIPS

Tenured team with decades of B2C

experience to profitably scale websites and apps

FINANCIALS

Accretive in FY2018, significantly advances financial and operating

performance

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Agenda

BACKGROUND

RATIONALE

OFFERINGS

FINANCIALS

CONCLUSIONS

15 1. Future figures will reflect adjustments and impact of standardization of accounting policies and drawdown of non-core and non-strategic product lines 2. Adjusted EBITDA defined as net income (loss) from operations before: (a) depreciation of property and equipment and amortization of intangible assets;

(b) share-based compensation; (c) income tax expense (recovery); (d) transaction and restructuring costs; and (e) other charges, net. 3. Source for scale figures: Perk

Corporate Snapshot

DRIVES DEEP ENGAGEMENT WITH CONSUMERS, ELEVATING BRAND LOYALTY AND INCREASING THE LIKELIHOOD OF PURCHASE

BUSINESS Rewarded Engagement Platform brings together the interests of advertisers and consumers to deliver deep engagement and performance Websites – O&O

HISTORY Founded 2009, IPO: 2015 TSE:PER

LOCATIONS Waterloo, Canada (HQ), Austin, Texas and Bangalore, India

EMPLOYEES 170 staff, including Technology (65), Operations (52), G&A (27), Marketing (18), Sales (8)

TECHNOLOGY Mobile Rewards and Engagement Platform, Mobile Websites, Video Content Distribution Platform, Targeting, Performance and Optimization Algorithms

FINANCIALS1 FY2015: Revenue – $49.3M; Gross Margin – 47%; Adjusted EBITDA2 – $8.4M; Jan-Sep 2016: Revenue – $52.8M; Gross Margin – 44%; Adjusted EBITDA1 - $3.4M

SCALE3 15 Mobile Apps 20M App Installs 10M Monthly Uniques

20M Registered Users 1B Actions Rewarded Monthly $50M in Rewards Distributed

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Perk Offerings

POP QUIZ PRIZE MOB SCRATCH & WIN

PERK WALLET UNLOCK & WIN PERK TV

APPS

SITES

PARTNERS

SCALE

20M REGISTERED USERS

45% 55% $85K

98% US

2% INT’L

98% MOBILE

2% DESKTOP

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Rewards & Engagement Platform

Users earn Perk Points by completing

certain actions

Brands sponsor Perk Points

Users amass Perk Points over time

Users redeem Perk Points

2

4

1

3

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Agenda

BACKGROUND

RATIONALE

OFFERINGS

FINANCIALS

CONCLUSIONS

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Financials

1. Future figures will reflect adjustments and impact of standardization of accounting policies and drawdown of non-core and non-strategic product lines 2. Jan 2017 - Mar 2017 3. Apr 2017 – Mar 2018

REVENUE1

($M) ADJUSTED EBITDA1

($M)

MATERIALLY ADVANCES FINANCIAL PERFORMANCE AND FACILITATES THE ACCELERATED DRAWDOWN OF NON-CORE, NON-STRATEGIC PRODUCTS

IMPACT FY20172 FY20183

Revenue ~6% >25%

Gross Margin - Accretive

Adj. EBITDA - Accretive

Cost Synergies - Redundant Costs, Product Rationalization

5.9

12.4 13.3

17.7 15.2

18.9 18.7

Q1 Q2 Q3 Q4 Q1 Q2 Q3

2015 (JAN-DEC)

2016 (JAN-SEP)

(0.5)

2.1 2.3

4.5

(0.6)

2.2 1.8

Q1 Q2 Q3 Q4 Q1 Q2 Q3

2015 (JAN-DEC)

2016 (JAN-SEP)

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Agenda

BACKGROUND

RATIONALE

OFFERINGS

FINANCIALS

CONCLUSIONS

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Conclusions

•  Fully aligned with core Mobile, Video, Programmatic strategy and industry trends

•  Fortify core 1R platform with unique supply and new demand

•  Onboard a successful, cohesive and tenured team to drive growth

•  Accelerate revenue scale, and profitability for 1R shareholders

•  Provide a premium, liquidity and scaled growth platform for Perk shareholders

•  Enhance capabilities and resources to compete in the second coming of ad tech