Wow Unlimited Media Inc.

Headnote

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Application for an order than the issuer is not a reporting issuer under applicable securities laws -- The issuer is not an OTC reporting issuer; the outstanding securities of the issuer are beneficially owned by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide; no securities of the issuer are traded on a marketplace in Canada or another country; the issuer is not in default of securities legislation except it has not filed certain continuous disclosure documents -- relief granted.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).

May 30, 2022

IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR CEASE TO BE A REPORTING ISSUER APPLICATIONS AND IN THE MATTER OF WOW UNLIMITED MEDIA INC. (the Filer)

ORDER

Background

¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).

Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):

(a) the British Columbia Securities Commission is the principal regulator for this application;

(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta and Quebec; and

(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

¶ 2 Terms defined in National Instrument 14-101 Definitions, MI 11-102 have the same meaning if used in this order, unless otherwise defined.

Representations

¶ 3 This order is based on the following facts represented by the Filer:

1. the Filer was incorporated under the Business Corporations Act (British Columbia) on August 1, 2008 as Rainmaker Entertainment Inc.; on December 15, 2016, the Filer amended its articles of incorporation to change its name to Wow Unlimited Media Inc.;

2. the Filer's head office is located at 200 -- 2025 West Broadway, Vancouver, BC V6J 1Z6;

3. the Filer is an animation and film production company;

4. the Filer is a reporting issuer in British Columbia, Alberta, Ontario and Quebec;

5. the Filer's share capital consists of common shares (Common Shares), variable voting shares (Variable Voting Shares), non-voting shares and preferred shares (collectively, the Shares);

6. the Filer entered into an arrangement agreement with Genius Brands International, Inc. (Genius Brands) and Wow Exchange Co. Inc. (then 1326919 B.C. Ltd.) (the Purchaser), then a wholly-owned subsidiary of Genius, dated October 26, 2021 pursuant to which Genius Brands, through the Purchaser, acquired all of the outstanding Shares of the Filer by way of a plan of arrangement under the Business Corporations Act (British Columbia) (the Arrangement);

7. the Arrangement closed on April 6, 2022 (the Effective Date);

8. immediately following the Effective Date, the Purchaser became the holder of all of the issued and outstanding Shares of the Filer;

9. the Common Shares and Variable Voting Shares of the Filer were delisted from the TSX Venture Exchange as of the close of trading on April 8, 2022;

10. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;

11. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;

12. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;

13. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in each of British Columbia, Ontario, Alberta and Quebec;

14. the Filer is not in default of securities legislation in any jurisdiction other than its obligations to file on or before May 2, 2022 its annual financial statements and management's discussion & analysis as required under National Instrument 51-102 Continuous Disclosure Obligations and the related certificates as required under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (collectively, the Filings);

15. the deadline to file the Filings did not occur until after the completion of the Arrangement;

16. the Filer is not eligible to use the simplified procedure under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications (NP 11-206) due to the failure to file the Filings; and

17. but for the fact that the Filer failed to file the Filings, the Filer would be eligible for the simplified procedure under NP 11-206.

Order

¶ 4 Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.

The decision of the Decision Makers under the Legislation is that the Order Sought is granted.