Securities Law & Instruments

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF

GOLDPOINT RESOURCES CORPORATION,

PASQUALINO NOVIELLI ALSO KNOWN AS LEE OR LINO NOVIELLI,

BRIAN PATRICK MOLONEY ALSO KNOWN AS BRIAN CALDWELL,

AND ZAIDA PIMENTEL ALSO KNOWN AS ZAIDA NOVIELLI

ORDER

(Sections 127 and 127.1 of the Act)

WHEREAS on December 19, 2008, a Notice of Hearing was issued by the Ontario Securities Commission (the "Commission") pursuant to sections 37, 127 and 127.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") in connection with an Amended Statement of Allegations filed by Staff of the Commission ("Staff") on December 18, 2008 in respect of Goldpoint Resources Corporation ("Goldpoint"), Pasqualino Novielli also known as Lee or Lino Novielli ("Novielli"), Brian Patrick Moloney also known as Brian Caldwell ("Moloney") and Zaida Pimentel also known as Zaida Novielli ("Pimentel") (collectively, the "Respondents").

AND WHEREAS on September 21, 22, 23, 24, 25, 28 and 30, 2009, October 1, 2009 and December 16, 2009, the Commission held the hearing on the merits in this matter;

AND WHEREAS on May 5, 2011, the Commission issued its Reasons and Decision on the merits in this matter (the "Merits Decision");

AND WHEREAS the Commission is satisfied that the Respondents carried out a fraudulent investment scheme, and that the Respondents have not complied with Ontario securities law and have acted contrary to the public interest, as described in the Merits Decision;

AND WHEREAS on August 15, 2012, the Commission held a hearing with respect to the sanctions and costs to be imposed in this matter;

AND WHEREAS the Commission is of the opinion that it is in the public interest to make this order;

IT IS ORDERED THAT:

(a) pursuant to paragraph 2 of subsection 127(1) of the Act, the trading in any securities by Goldpoint, Novielli, Moloney and Pimentel cease permanently;

(b) pursuant to paragraph 2.1 of subsection 127(1) of the Act, the acquisition of any securities by Goldpoint, Novielli, Moloney and Pimentel is prohibited permanently;

(c) pursuant to paragraph 3 of subsection 127(1) of the Act, any exemptions contained in Ontario securities law do not apply to Goldpoint, Novielli, Moloney and Pimentel permanently;

(d) pursuant to paragraph 6 of subsection 127(1) of the Act, Novielli, Moloney and Pimentel are reprimanded;

(e) pursuant to paragraph 7 of subsection 127(1) of the Act, Novielli, Moloney and Pimentel resign any positions that they may hold as a director or officer of an issuer;

(f) pursuant to paragraph 8 of subsection 127(1) of the Act, Novielli, Moloney and Pimentel are prohibited permanently from becoming or acting as a director or officer of any issuer;

(g) pursuant to paragraph 8.2 of subsection 127(1) of the Act, Novielli, Moloney and Pimentel are prohibited permanently from becoming or acting as a director or officer of any registrant;

(h) pursuant to paragraph 8.4 of subsection 127(1) of the Act, Novielli, Moloney and Pimentel are prohibited permanently from becoming or acting as a director or officer of any investment fund manager;

(i) pursuant to paragraph 9 of subsection 127(1) of the Act, Novielli, Moloney and Pimentel shall pay an administrative penalty in the amount of $300,000 each which is designated for allocation or for use by the Commission in accordance with subsection 3.4(2)(b) of the Act;

(j) pursuant to paragraph 10 of subsection 127(1) of the Act, Goldpoint, Novielli and Moloney shall jointly and severally disgorge to the Commission the amount of $1,110,188 obtained as a result of their non-compliance with Ontario securities law which is designated for allocation or for use by the Commission in accordance with subsection 3.4(2)(b) of the Act;

(k) pursuant to paragraph 10 of subsection 127(1) of the Act, Pimentel, Goldpoint, Novielli and Moloney shall jointly and severally disgorge to the Commission the amount of $586,562 obtained as a result of their non-compliance with Ontario securities law which is designated for allocation or for use by the Commission in accordance with subsection 3.4(2)(b) of the Act;

(l) pursuant to section 127.1 of the Act, Goldpoint, Novielli, Moloney and Pimentel shall jointly and severally pay costs in the amount of $210,241.39.

DATED at Toronto at this 1st day of February, 2013.

"Mary G. Condon"