Mr. Rob Goehring reports

REWARDSTREAM SOLUTIONS INC. ANNOUNCES AGREEMENT TO SELL REFERRAL AND REWARD BUSINESS

Rewardstream Solutions Inc. has agreed to sell its referral and reward business to a strategic partner. In order to facilitate the pursuit of new business opportunities that will increase shareholder value, the company intends to reorganize itself by accepting an offer to purchase all of the outstanding shares of the company's wholly owned subsidiary, Rewardstream Solutions NA Inc. (RSNA), by Buyapowa Ltd. Subject to approval of the reorganization by the TSX Venture Exchange and by the company's shareholders, immediately prior to completion of the reorganization, the company expects to transfer all of the assets and liabilities of its referral and reward business to its wholly owned subsidiary RSNA through an asset purchase agreement.

"We are pleased to announce this reorganization, which we strongly believe is a win for both the operating company and the current shareholders," stated Rob Goehring, chief executive officer of Rewardstream. "The acquisition of the business by Buyapowa, a company pursuing the same business as Rewardstream, but in Europe and Asia, will enable the staff and customers of Rewardstream to continue independently while allowing the public company to seek new opportunities and thus create value for shareholders."

Transaction details

Pursuant to a purchase and sale agreement between the company and Buyapowa dated May 4, 2018, the company has agreed to sell to Buyapowa all the issued and outstanding shares in the capital of RSNA in consideration for a cash payment of $150,000 and sliding-scale royalty payment based on licence fees received from existing and active RSNA customers. The royalty commences at a 15-per-cent rate for an initial 11-month period and decreases over time, resulting in a perpetual 1-per-cent royalty after a period of 47 months.

Completion of the reorganization is subject to approval of the TSX-V and the company's shareholders as well as other customary closing conditions. The company and Buyapowa are at arm's length. No finders' fees are payable in connection with the reorganization.

Shareholder approval details

The company has called an annual general and special meeting of its shareholders to, among other things, approve the reorganization. The meeting is scheduled to be held on Wednesday, June 6, 2018, at Suite 800, 1199 W Hastings St., Vancouver, B.C. Shareholders as of the record date will receive notice of and be entitled to vote at the meeting. A management information circular will be mailed to shareholders of the company and will provide additional information about the reorganization.

The management information circular will include the unanimous recommendation of the board of directors of the company for the company's shareholders to vote for the reorganization. The management information circular will be available on SEDAR under the company's issuer profile.

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