2009 BCSECCOM 36



Amended Notice of Hearing

Andrew Gordon Walker, Dale Michael Paulson
and Giuliano Angelo Tamburrino

Section 161 of the Securities Act, RSBC 1996, c. 418

Background
1. PanTerra Resource^ Corp. (PanTerra) is an Alberta corporation. It is a resource development company listed and trading on the TSX Venture Exchange (TSXV). From April 2006 PanTerra has been operating under new directors, officers and management.

2. Andrew Gordon Walker resides at West Vancouver, British Columbia. Walker was a director of PanTerra from June 2004 to April 10, 2006 and held the office of corporate secretary. Walker was a member of the Law Society of British Columbia at the material time and his law office was PanTerra’s registered and records office.

3. Dale Michael Paulson resides at Surrey, British Columbia. He was a director of PanTerra from August 2004 to October 2005 and held the office of Vice President, Finance.

4. Giuliano Angelo Tamburrino resides at Edmonton, Alberta. Tamburrino was a director of PanTerra from June 2004 to May 2006 and held the office of President at the material time.

5. Cavallino Investment Corp. (Cavallino) is an Alberta corporation. Tamburrino is the sole director and shareholder of Cavallino.

6. Vista Nova Capital Inc. (Vista Nova) is an Alberta corporation, beneficially owned by an associate of Tamburrino.

7. In February 2005, PanTerra transferred $86,380.97 from its bank account to the trust account of Walker’s law firm (Trust Account). Walker, in concert with Paulson and Tamburrino disbursed $86,380.98 from the Trust Account to two PanTerra shareholders, to acquire from them 614,470 PanTerra shares.

8. Walker subsequently instructed PanTerra’s transfer agent to distribute the 614,470 PanTerra shares among the Respondents by issuing three PanTerra share certificates to Paulson, Walker and Cavallino.

9. In February 2005, PanTerra paid a $50,000 finder’s fee (Finder’s Fee) to Vista Nova, by issuing 200,000 PanTerra shares purportedly for Vista Nova’s efforts in finding a property located in the Redwater area of Alberta (Redwater Property).

10. Neither Vista Nova nor its beneficial owner introduced the Redwater Property to PanTerra or were involved in any negotiations for its acquisition. The Respondents were aware that Vista Nova did not “find” the Redwater Property at the time they caused or acquiesced in the payment of the Finder’s Fee to Vista Nova.

11. In March 2006, Walker, in concert with Paulson and Tamburrino, caused PanTerra’s transfer agent to re-issue to an individual the share certificate originally issued to Vista Nova for the Finder’s Fee. This individual agreed to sell the PanTerra shares and deliver the proceeds to the Respondents.

12. By engaging in the above conduct the Respondents perpetrated a fraud against PanTerra and its shareholders contrary to section 57 and 57.1 of the Act

False Filing
13. In a series of required filings with the Commission, PanTerra stated that it spent $136,455.97 on the Redwater Property and that Vista Nova received PanTerra shares as payment for the Finder’s Fee.

14. This disclosure was false and misleading. PanTerra did not spend $136,455.97 on the Redwater Property. Rather, the Respondents misappropriated the sum of $136,380.98 by acquiring shares from third parties and receiving the proceeds of the Finder’s Fee.

15. By making false and misleading statements in required filings with the Commission PanTerra contravened section 168.1(1)(b) of the Act.

16. The Respondents authorized, permitted or acquiesced in PanTerra’s false and misleading filings and therefore, under section 168.2 of the Act also contravened section 168.1(1)(b).

Public Interest
17. The Respondents acted contrary to the public interest by engaging in the conduct set out above.

Hearing Process

“Brenda Leong”

Executive Director