ANDREW GORDON WALKER

WHEREAS:

(A)         On October 7, 2010, the British Columbia Securities Commission (“BCSC”) issued a Decision against Andrew Gordon Walker (“WALKER”);

(B)         Subsequent to the BCSC Decision, WALKER sought leave of the Court of Appeal for British Columbia to appeal orders of the BCSC including the BCSC Decision;

(C)         On January 6, 2011, The Manitoba Securities Commission (“Commission”) issued a Notice of Hearing (“Notice”) giving notice of its intention to hold a hearing to consider whether or not it was in the public interest to grant orders pursuant to Section 148.4 of The Securities Act, R.S.M. 1988, c. S50 as amended (“Act”) with respect to WALKER;

(D)         On January 6, 2011, WALKER’s application for leave to appeal was granted by an in Chambers decision of the Court of Appeal for British Columbia;

(E)         The BCSC Decision remains in effect at this time;

(F)          On March 9, 2011, the hearing as against WALKER proceeded before a panel of the Commission;

(G)         Upon reviewing the documentary evidence and hearing the submissions of counsel for staff of the Commission, no one appearing for the respondent, and upon reviewing the Affidavit of Service, filed, and being satisfied as to service upon the respondent, the Commission is of the opinion that it is in the public interest to make this order.

IT IS ORDERED:

1.                            THAT, pursuant to section 148 of the Act, WALKER cease trading in securities, until the later of:

(a)          October 7, 2020, and;

(b)          the date upon which WALKER pays the administrative penalty as ordered in the BCSC Decision referred to above;

except that WALKER, or an issuer all the securities of which are owned by him or members of his immediate family, may trade or purchase securities for his or its own account (other than in consideration for services rendered, finders fees, or for vending assets to public issuers) through not more than two accounts with a registrant, if he first gives the registrant a copy of this order.

2.                            THAT, pursuant to section 148.3 of the Act, WALKER resign any position he holds as a director or officer of any issuer, other than an issuer all the securities of which are owned by him or members of his immediate family, and is prohibited from acting as a director or officer of any issuer, other than an issuer all the securities of which are owned by him or members of his immediate family, until the later of:

(a)          October 7, 2020, and;

(b)          the date upon which WALKER pays the administrative penalty as ordered in the BCSC Decision referred to above.

3.                             THAT, in the event the orders of cease trade and director and officer resignation and prohibition against WALKER as found in the BCSC Decision are varied, struck, replaced by substitution, or otherwise changed as a result of the appeal proceedings identified above, upon the request of WALKER, staff of the Commission, or the Commission itself, this order may be brought back before a panel of the Commission for a review as to its terms and such further order as the Commission deems necessary.

BY ORDER OF THE COMMISSION

Director, Legal and Enforcement