NEIL ANDREW MCDONALD

WHEREAS:

(A)         The Executive Director of the Alberta Securities Commission (“ASC”) entered into a Settlement Agreement and Undertaking with Neil Andrew McDonald (“MCDONALD”) on September 24, 2010 (“Settlement”);

(B)         The Manitoba Securities Commission (“Commission”) issued a Notice of Hearing (“Notice”) on March 22, 2011 giving notice of its intention to hold a hearing to consider whether or not to grant orders pursuant to The Securities Act, R.S.M. 1988, c. S50 as amended (“Act”) with respect to MCDONALD;

(C)         MCDONALD has consented to the issuance of this order and has waived his right to a full hearing;

(D)         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, MCDONALD cease trading in securities until September 24, 2025, except that this order shall not preclude MCDONALD from trading in securities through a registrant, who has first been given a copy of this order, in:

(a)          one account for MCDONALD’s benefit;

(b)          registered retirement savings plans (“RRSPs”), registered retirement income funds (“RRIFs”), or registered education savings plans (“RESPs”), as defined in the Income Tax Act (Canada), or locked-in retirement accounts for the benefit of one or more of MCDONALD, his spouse, and his children; or

(c)          both.

2.                            THAT, pursuant to subsection 19(5) of the Act, subsection 19(1) of the Act, with respect to such of the trades referred to in that subsection, and subsection 19(2) of the Act, with respect to such of the securities referred to in that subsection, do not apply to MCDONALD until September 24, 2025.

3.                            THAT, pursuant to section 148.3 of the Act, MCDONALD resign all positions he holds as a director or officer of any issuer and be prohibited from becoming or acting as a director or officer, or both, of any issuer until September 24, 2025, except that this order shall not preclude him from acting as a director or officer, or both, of any issuer that is not a reporting issuer and does not distribute securities to the public.

BY ORDER OF THE COMMISSION

Director, Legal and Enforcement