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SpendSmart Networks, Inc. Completes Raise of $2.4 Million Tender Offering

SAN LUIS OBISPO, CA — (Marketwired) — 02/17/16 — SpendSmart Networks, Inc. (OTCQB: SSPC) dba “SMS Masterminds,” a national full-service provider of mobile and loyalty marketing solutions, announced today that it closed its warrant tender financing, which raised approximately $2.4 million in gross proceeds. SMS Masterminds received net proceeds of approximately $2.26 million, after deducting agent fees and other tender offer expenses. Approximately 16 million warrants held by accredited investors were amended and exercised at an exercise price of $0.15 with each receiving a share of common stock and a new warrant with an exercise price of $0.15 for each original warrant converted.

“We are pleased with the results of this financing which involved our existing investors,” said Alex Minicucci, CEO of SMS Masterminds. “The response indicates continued support by our shareholders and confidence in our business going forward. We intend to use the proceeds to continue the development of our products and services, working capital and other general corporate purposes.”

Maxim Group, LLC was the warrant agent for the transaction.

This release does not constitute an offer to sell or the solicitation of an offer to buy any securities. The shares of common stock and the shares of common stock issuable upon exercise of the warrants have not been registered under the Securities Act of 1933, as amended, or any applicable state securities laws and may not be offered or sold in the United States, absent registration or an applicable exemption from such registration requirements.

SpendSmart Networks provides proprietary loyalty systems and a suite of digital engagement and marketing services that help local merchants build relationships with consumers and drive revenue. These services are implemented and supported by a vast network of certified digital marketing specialists, aka “Certified Masterminds,” who drive revenue and consumer relationships for merchants via loyalty programs, mobile marketing and website development. Consumers– dollars go further when they spend it with merchants in the SpendSmart network of merchants, as they receive exclusive deals, earn rewards and ultimately build a connection with their favorite merchants.

Certain statements in this release are forward-looking statements under the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about SpendSmart–s financials, investors, investment bankers, growth and performance, future financial results and performance, costs and revenue, and other statements that are not historical in nature, particularly those that utilize terminology such as “plans,” “anticipates,” “will,” “proposed,” “may,” “expects,” “future,” “continue,” “show promise,” other words of similar meaning, derivations of such words and the use of future dates. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Risks and uncertainties may cause SpendSmart–s actual results to be materially different than those expressed in or implied by such forward-looking statements. Particular risks and uncertainties include, among others, uncertainties regarding licensee and subscriber acquisition, and achieving market acceptance, SpendSmart–s ability to develop other licenses; and other risks and uncertainties described in SpendSmart–s filings with the Securities and Exchange Commission, including its most recent annual report on Form 10-K for the fiscal year ended December 31, 2014 filed on April 3, 2015 with the SEC and the quarterly report on Form 10-Q filed on August 14, 2015. All forward-looking statements in this release speak only as of the date of this release and are based on SpendSmart–s current beliefs and expectations. SpendSmart undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Alex Minicucci

+1 877-541-8398

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