Confirmation of Reduction of Capital

RHYTHMONE PLC

CONFIRMATION OF REDUCTION OF CAPITAL

London, England and San Francisco, CA - 27 July 2017 - RhythmOne plc (LSE AIM: RTHM, "Company" or "1R") is pleased to announce that the reduction of capital described in the circular to shareholders published on 1 June 2017 (the "Reduction of Capital") was, on 26 July 2017, approved by the High Court of Justice of England and Wales (the "Court"). The Court order approving the Reduction of Capital has now been registered with the Registrar of Companies and accordingly the Reduction of Capital has now become effective.

The amount standing to the credit of the Company's share premium account has been cancelled and the Reduction of Capital has created distributable reserves of approximately £142,825,734 (equivalent to approximately $186,359,256 at the prevailing spot foreign exchange rate as at approximately 4.00 p.m. (BST) on 26 July 2017).

The Reduction of Capital is a legal and accounting adjustment and is not expected to have any direct impact on the market value of the ordinary shares of the Company, or the number of ordinary shares in issue.

The creation of this distributable reserve as result of the Reduction of Capital will afford the Company more flexibility to make distributions to its shareholders, if thought fit by the Directors.

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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