theScore, Inc. -- s. 1(11)(b)

Order

Headnote

Subsection 1(11)(b) -- Order that the Issuer is a reporting issuer for the purposes of Ontario securities law -- Issuer already a reporting issuer in each of British Columbia, Alberta, Manitoba, Saskatchewan, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador (the "Remaining Provinces") -- Issuer's securities listed for trading on the TSX Venture Exchange -- Continuous disclosure requirements in the Remaining Provinces substantially the same as those in Ontario -- Issuer has a significant connection to Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b).

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED

(the Act)

AND

IN THE MATTER OF

theSCORE, INC.

ORDER

(Clause 1(11)(b))

UPON the application of theScore, Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") for a designation order pursuant to clause 1(11)(b) of the Act that, for the purposes of Ontario securities law, the Applicant is a reporting issuer in Ontario;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON the Applicant having represented to the Commission as follows:

1. The Applicant is a company governed by the Business Corporations Act (Ontario) (the "OBCA").

2. The Applicant was incorporated under the OBCA on August 30, 2012.

3. The registered office of the Applicant is located at 66 Wellington Street West, Toronto Dominion Bank Tower, Suite 5300, Toronto, ON M5K 1E6.

4. The authorized capital of the Applicant consists of an unlimited number of Class A Subordinate Voting Shares ("Class A Shares"), 5,566 Special Voting Share and an unlimited number of preference shares, issuable in series, of which 95,015,276 Class A Shares, 5,566 Special Voting Shares and no preference shares are issued and outstanding. An aggregate of 9,500,000 Class A Shares of the Applicant are also reserved for issuance on the exercise of stock options that may be granted by the Applicant.

5. The Applicant became a reporting issuer or reporting issuer equivalent on October 19, 2012, pursuant to applicable securities legislation in each of British Columbia, Alberta, Manitoba, Saskatchewan, Québec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador (the "Remaining Provinces") as a result of a court approved statutory plan of arrangement under section 192 of the Canada Business Corporations Act completed on October 19, 2012.

6. The Applicant is not on the list of defaulting reporting issuers maintained pursuant to applicable securities legislation in the Remaining Provinces and, to the best of its knowledge, is not in default of any of its obligations under applicable securities legislation in the Remaining Provinces.

7. The continuous disclosure materials filed by the Applicant under the applicable securities legislation in the Remaining Provinces are available on the System for Electronic Document Analysis and Retrieval (SEDAR) under the Applicant's profile.

8. The continuous disclosure requirements under the applicable securities legislation in the Remaining Provinces are substantially the same as the requirements under the Act.

9. The Applicant's Class A Shares are listed and posted for trading on the TSX Venture Exchange (the "TSXV") and currently trade under the trading symbol "SCR".

10. The Applicant is not in default under any of the rules, regulations or policies of the TSXV.

11. Pursuant to the policies of the TSXV, a listed-issuer, which is not otherwise a reporting issuer in Ontario, must assess on an annual basis whether it has a "Significant Connection to Ontario" (as defined in the policies of the TSXV) and, upon becoming aware that it has a significant connection to Ontario, promptly make a bona fide application to the Commission to be deemed a reporting issuer in Ontario.

12. The Applicant has determined that it has a "Significant Connection to Ontario" as its mind and management are principally located in Toronto, Ontario and it has registered and beneficial shareholders resident in Ontario who beneficially own more than 10% of the issued and outstanding equity securities of the Applicant.

13. Neither the Applicant nor any of its officers, directors or, to the knowledge of the Applicant and its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, has:

(a) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority;

(b) entered into a settlement agreement with a Canadian securities regulatory authority; or

(c) been the subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

14. Other than as set forth in paragraph 15 of this Order, neither the Applicant nor any of its officers, directors or, to the knowledge of the Applicant and its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has been subject to:

(a) any known or ongoing or concluded investigations by:

(i) a Canadian securities regulatory authority; or

(ii) a court or regulatory body, other than the Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

15. The statement in paragraph 14, is qualified by the following disclosure:

(a) Mr. William Thomson was a director of Imperial PlasTech Inc., which was subject to certain orders under the Companies Creditors Arrangement Act (Canada) and the Bankruptcy and Insolvency Act (Canada) from the period from June 12, 2003 to April 11, 2006. Mr. Thomson resigned as a director of Imperial PlasTech Inc. in January 2005.

16. Other than as set forth in paragraph 17 of this Order, neither any of the officers or directors of the Applicant nor, to the knowledge of the Applicant and its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has been at the time of such event an officer or director of any other issuer which is or has been subject to:

(a) any cease trade order or similar order, or order that denied access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the preceding 10 years; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

17. The statement in paragraph 16, is qualified by the following disclosure:

(a) Mr. William Thomson was the Chairman of Asia Media Group Corporation, a TSXV listed company, at the time it had its shares cease traded on November 25, 2002 for failure to file certain financial statements. The cease trade order has not been revoked and Asia Media Group Corporation was voluntarily dissolved in November 2006;

(b) Mr. William Thomson was a director of Open EC Technologies Inc. ("Open EC"), a TSXV listed company from November 2005 to November 2009. In September 2008, the United States Securities and Exchange Commission (the "SEC") revoked the registration of each class of registered securities of Open EC for failure to make required periodic filings with the SEC; and

(c) Mr. Ralph Lean was a director of National Construction Inc., a TSXV listed company, from 2002 to 2003. National Construction Inc. had its shares cease traded on July 23, 2003, after Mr. Lean had ceased to be a director, for failure to file certain financial statements during the time Mr. Lean was acting in his capacity as director.

AND UPON the Commission being satisfied that granting this Order would not be prejudicial to the public interest;

IT IS ORDERED pursuant to clause 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law.

DATED at Toronto, this 7th day of November, 2012.

"Jo-Anne Matear"
Manager, Corporate Finance
Ontario Securities Commission