RACHAEL POFFENROTH

WHEREAS:

(A)         On December 7, 2011, the Alberta Securities Commission (“ASC”) issued a Decision against Rachael Poffenroth (“POFFENROTH”) and others;

(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, amongst others, POFFENROTH;

(C)         This hearing matter came before a panel of the Commission on March 21, 2012, resulting in the issuance of Order No. 6484, with respect to POFFENROTH, granting an order of substitutional service pursuant to section 144 of the Act and adjourning the matter to April 25, 2012 at 9:00 a.m.;

(D)         This hearing matter came before a panel of the Commission on April 25, 2012;

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

IT IS ORDERED:

1.                            THAT, pursuant to sections 148 and 19(5) of the Act, POFFENROTH cease trading in securities 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 POFFENROTH until and including December 6, 2014, except that this order does not preclude POFFENROTH from trading in securities through a registrant, who has first been given a copy of this order, in RRSPs, tax-free savings accounts, and RESPs, each as defined in the Income Tax Act (Canada), for the benefit of one or more of herself, her spouse, and dependent children.

2.                            THAT, pursuant to section 148.3 of the Act, POFFENROTH resign all positions she 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 and including December 6, 2021.

BY ORDER OF THE COMMISSION

                                Director, Legal and Enforcement