JOHN ARTHUR ROCHE MCLOUGHLIN and

MCL VENTURES INC.

WHEREAS:

(A)         On April 29, 2011, the British Columbia Securities Commission (“BCSC”) issued a decision (“BCSC Decision”) against John Arthur Roche McLoughlin (“MCLOUGHLIN”) and MCL Ventures Inc. (“MCL”);

(B)         On February 8, 2012, 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 MCLOUGHLIN and MCL;

(C)         On March 21, 2012, the hearing proceeded before a panel of the Commission;

(D)         Upon reviewing the documentary evidence and hearing the submissions of counsel for staff of the Commission, no one appearing for the respondents, and upon reviewing the Affidavits of Service, filed, and being satisfied as to service upon the respondents, 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, MCLOUGHLIN cease trading in securities except for his own account through one account with a registrant.

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 MCLOUGHLIN.

3.                            THAT, pursuant to section 148.3 of the Act, MCLOUGHLIN resign any position he holds as a director or officer of any issuer and be prohibited from becoming or acting as a director or officer of any issuer.

4.                            THAT, this order shall remain in force as against MCLOUGHLIN until the later of April 29, 2026 and the date upon which the Commission receives confirmation that MCLOUGHLIN has paid to the BCSC the administrative penalty ordered pursuant to paragraph 7 of the BCSC Decision.

5.                            THAT, pursuant to sections 148 and 19(5) of the Act, trading in securities of MCL cease permanently and 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 MCL permanently.

BY ORDER OF THE COMMISSION

                                                                        Director, Legal and Enforcement