Engine Media Holdings, Inc. – s. 4(b) of Ont. Reg. 289/00 under the OBCA

Headnote

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

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).

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 ENGINE MEDIA HOLDINGS, INC.

CONSENT (Subsection 4(b) of the Regulation)

UPON the application (the Application) of Engine Media Holdings, 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 Applicant's registered and head office is located in Ontario and the Commission is the principal regulator of the Applicant.

3. The Applicant intends to apply to the Director under the OBCA 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 Applicant's authorized share capital consists of an unlimited number of common shares (the Common Shares). The Common Shares are listed on the TSX Venture Exchange (TSXV) under the symbol "GAME". The Applicant's Common Shares trade on the OTCQB under the symbol "MLLLF". As at the close of business on September 11, 2020, the Applicant had 7,766,136 issued and outstanding Common Shares.

5. 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 Alberta and British Columbia (collectively, the Legislation). The Applicant will remain a reporting issuer in these jurisdictions following the Continuance.

6. The Applicant is not in default of any provision of the OBCA, the Act or the Legislation, including the regulations made thereunder.

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

8. The Applicant is not subject to any proceeding under the OBCA, the Act or the Legislation.

9. The proposed continuance of the Applicant under the laws of British Columbia was voted on and duly approved by the shareholders of the Applicant at the annual general and special meeting held on July 15, 2020. No shareholder exercised dissent rights pursuant to section 185 of the OBCA.

10. The Company was originally incorporated, and currently exists, under the laws of the Province of Ontario but has no meaningful nexus to Ontario at this time. In order to maintain flexibility to apply to list its Common Shares on the NASDAQ, the Board has determined that it would be in the best interests of the Company to effect the Continuance, if and when determined by the Board.

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

12. The common shares of the Applicant will continue to be listed on the TSXV following the Continuance.

13. 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.

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 20th day of October, 2020.

"Mary Anne De Monte-Whelan"

Commissioner

Ontario Securities Commission

"Ray Kindiak"

Commissioner

Ontario Securities Commission