Live Reel Media Corporation - s. 4(b) of the Regulation

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Canada Business Corporations Act.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.

Canada Business Corporations Act, R.S.C. 1985, c. C-144, as am.

Securities Act, R.S.O. 1990, c. S.5, as am.

Regulations Cited

Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b).

IN THE MATTER OF

THE REGULATION MADE UNDER

THE BUSINESS CORPORATIONS ACT,

R.S.O. 1990, c. B.16, AS AMENDED

(the "OBCA")

R.R.O. 1990 ONTARIO REG. 289/00

(the "Regulation")

AND

IN THE MATTER OF

LIVE REEL MEDIA CORPORATION

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application (the "Application") of Live Reel Media Corporation (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting a consent from the Commission for the Applicant to continue in another jurisdiction, as required by subsection 4(b) of the Regulation;

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

AND UPON the Applicant having represented to the Commission that:

1. The Applicant was amalgamated under the laws of Ontario on March 18, 1997 and its registered office is located at 429 Spadina Road, Toronto, Ontario M5P 2W3. On October 12, 2006, the Applicant filed articles of amendment under the OBCA to change its name from "Noble House Entertainment Inc." to its current name.

2. The Applicant's authorized share capital consists of an unlimited number of common shares of which 14,521,744 were issued and outstanding as of October 18, 2006. The Applicant's outstanding common shares are quoted for trading on the Over-the-Counter Bulletin Board in the United States of America.

3. The Applicant intends to apply (the "Application for Continuance") to the Director under the OBCA for authorization to continue under the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended (the "CBCA"), pursuant to section 181 of the OBCA.

4. Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation under the OBCA, the Application for Continuance must be accompanied by a consent from the Commission.

5. The Applicant is an offering corporation under the OBCA and is a reporting issuer under the Securities Act, R.S.O. 1990, c. S-5, as amended (the "Act").

6. The Applicant is not in default of any of the provisions of the Act or the regulations or rules made under the Act and is not on the list of defaulting reporting issuers.

7. The Applicant is not a party to any proceeding or, to the best of its knowledge, information and belief, pending proceeding under the Act.

8. The Applicant intends to remain a reporting issuer in the Province of Ontario following the continuance.

9. The Applicant's shareholders authorized the continuance of the Applicant as a corporation under the CBCA by special resolution at a meeting of shareholders held on October 4, 2006 (the "Meeting") by more than 66 2/3 of the votes cast.

10. The management information circular of the Applicant dated September 10, 2006, provided to all the shareholders of the Applicant in connection with the Meeting, included a summary of the differences between the CBCA and the OBCA and advised holders of the Applicant's common shares of their dissent rights in connection with the continuance pursuant to Section 185 of the OBCA.

11. The continuance of the Applicant under the CBCA has been proposed because the Applicant believes it to be in its best interest to conduct its affairs in accordance with the CBCA. The OBCA requires that a majority of a corporation's directors be resident Canadians whereas the CBCA requires that, subject to certain exceptions, only one-quarter of directors need be resident Canadians. The Applicant's management believes that the continuance under the CBCA would better serve the interests of the Applicant by providing it with greater flexibility in attracting experienced directors of any nationality to serve it.

12. The material rights, duties and obligations of a corporation governed by the CBCA are substantially similar to those of a corporation governed by the OBCA.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION HEREBY CONSENTS to the continuance of the Applicant as a corporation under the CBCA.

DATED October 20, 2006.