Securities Law & Instruments

Headnote

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

Statutes Cited

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

Regulations Cited

Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b) Securities Act, R.S.O. 1990, c .S.5, as am.

IN THE MATTER OF R.R.O. 1990, REGULATION 289/00, AS AMENDED (the Regulation) UNDER THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990 c. B.16, AS AMENDED (the OBCA) AND IN THE MATTER OF THESCORE, INC.

CONSENT (Subsection 4(b) of the Regulation)

UPON the application (the Application) of theScore, Inc. (the Applicant) to the Ontario Securities Commission (the Commission) requesting the Commission's consent to the Applicant continuing in another jurisdiction pursuant to section 181 of the OBCA (the Continuance);

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 is an offering corporation under the OBCA.

2. The authorized capital of the Applicant consists of an unlimited number of class A subordinate voting shares (the Class A Subordinate Voting Shares), 5,566 special voting shares (the Special Voting Shares) and an unlimited number of preference shares, issuable in series (the Preferred Shares). As of July 15, 2019, 334,575,975 Class A Subordinate Voting Shares were issued and outstanding and 5,566 Special Voting Shares were issued and outstanding. No Preferred Shares have been issued. All of the issued and outstanding Class A Subordinate Voting Shares of the Applicant are listed for trading on the TSX Venture Exchange (the TSXV) under the symbol "SCR".

3. The Applicant intends to apply to the Director pursuant to section 181 of the OBCA (the Application for Continuance) for authorization to continue as a corporation under the Business Corporations Act (British Columbia), S.B.C. 2002, c. 57, as amended (the BCBCA).

4. The Application for Continuance is being made because the Applicant is launching a mobile sports betting business in the United States and must comply with all applicable laws and regulations relating to gaming. The Applicant believes that being governed by the BCBCA will provide it with the ability to comply with such laws and regulations, including among other things, certain laws and regulations relating to the ownership of the Applicant, which require the Applicant to introduce restrictions on the issue, transfer and ownership of securities of the Applicant, where the ability to impose such restrictions is not currently available to the Applicant under the OBCA.

5. The material rights, duties and obligations of a corporation governed by the BCBCA are substantially similar to those of a corporation governed by the OBCA. The principal differences were highlighted for shareholders in the management information circular of the Applicant dated July 15, 2019 (the Circular) in respect of the Applicant's special meeting held on August 22, 2019 (the Meeting).

6. The Applicant is a reporting issuer under the Securities Act, R.S.O. 1990, c. S.5, as amended (the Act) and the securities legislation in each of the provinces of Canada (together with the Act, the Legislation) and will remain a reporting issuer in these jurisdictions following the Continuance.

7. The Applicant is not in default of any of the provisions of the OBCA or the Legislation, including the regulations made thereunder.

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

9. The Applicant is not subject to any proceeding under the OBCA or the Legislation.

10. The Commission is the principal regulator of the Applicant and will remain the Applicant's principal regulator following the Continuance.

11. A summary of the material provisions respecting the proposed Continuance was provided to the shareholders of the Applicant in the Circular, including the reasons for the proposed Continuance and its implications. The Circular also disclosed full particulars of the dissent rights of the Applicant's shareholders under section 185 of the OBCA.

12. The Applicant's shareholders authorized the Continuance at the Meeting by a special resolution that was approved by 99.94% of the votes cast. No shareholder exercised dissent rights pursuant to section 185 of the OBCA.

13. Following the Continuance, the Applicant's name will change to "Score Media and Gaming Inc."

14. Subsection 4(b) of the Regulation requires the Application for Continuance be accompanied by a consent from the Commission.

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

THE COMMISSION CONSENTS to the Continuance of the Applicant under the BCBCA.

DATED at Toronto, Ontario this 27th day of August, 2019.

"Tim Moseley"
Commissioner
Ontario Securities Commission
"Ray Kindiak"
Commissioner
Ontario Securities Commission