VANCOUVER, March 4, 2013 /CNW/ -
TSX VENTURE COMPANIES:
BULLETIN TYPE: Cease Trade Order
BULLETIN DATE: March 1, 2013
TSX Venture Company
A Cease Trade Order has been issued by the British Columbia Securities Commission on March 1, 2013 against the following company for failing to file the documents indicated within the required time period:
| Symbol | Tier | Company | Failure to File | |||||||||||||
| EST |
2 |
Estrella Gold Corporation |
A Technical Report for the Colpayoc Gold Project, completed in accordance with the Act & Regulations, supporting Estrella's Disclosure of the results of the PEA (the required record). |
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Upon revocation of the Cease Trade Order, the Company's shares will remain suspended until the Company meets TSX Venture Exchange requirements. Members are prohibited from trading in the securities of the Company during the period of the suspension or until further notice.
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3MV ENERGY CORP. ("TMV")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: March 4, 2013
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced February 26, 2013:
| Number of Units: | 200,000 units | |||
| Each unit ("Unit") is comprised of one common share and one common share purchase warrant. |
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| Purchase Price: | $0.25 per Unit | |||
| Warrants: | 200,000 share purchase warrants to purchase 200,000 shares | |||
| Warrant Exercise Price: | $0.50 for a period of 18 months from closing. | |||
| Number of Placees: | 2 placees | |||
| No Insider / Pro Group Participation |
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BCM RESOURCES CORPORATION ("B")
BULLETIN TYPE: Private Placement-Non-Brokered
BULLETIN DATE: March 4, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced January 16, 2013:
| Number of Shares: | 510,000 shares | ||||||||
| Purchase Price: | $0.10 per share | ||||||||
| Number of Placees: | 2 placees | ||||||||
| Insider / Pro Group Participation: | ||||||||
| Insider=Y / | ||||||||
| Name | ProGroup=P | # of Shares | ||||||
| Deborah Goldbloom | Y | 360,000 | ||||||
| Aggregate Pro Group Involvement | P | 150,000 | ||||||
| [1 placee] | ||||||||
| Finder's Fee: | Canaccord Genuity Corp. will receive a finder's fee of $750.00 and 7,500 Agent's Options that are exercisable at $0.15 per share to November 28, 2013. |
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Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly. Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.
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BROOKFIELD INVESTMENTS CORPORATION ("BRN.PR.A")
BULLETIN TYPE: Declaration of Dividend
BULLETIN DATE: March 4, 2013
TSX Venture Tier 1 Company
The Issuer has declared the following dividend(s):
| Dividend per Class 1 Preferred Share: | $0.29375 | |||||
| Payable Date: | March 31, 2013 | |||||
| Record Date: | March 20, 2013 | |||||
| Ex-Dividend Date: | March 18, 2013 | |||||
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CAPITAL BLF INC. ("BLF")
BULLETIN TYPE: Halt
BULLETIN DATE: March 4, 2013
TSX Venture Tier 2 Company
Effective at 5:00 a.m. PST, March 4, 2013, trading in the shares of the Company was halted at the request of the Company, pending news. This regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Market Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.
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CARDIOCOMM SOLUTIONS, INC. ("EKG")
BULLETIN TYPE: Halt
BULLETIN DATE: March 4, 2013
TSX Venture Tier 2 Company
Effective at 8:42 a.m. PST, March 4, 2013, trading in the shares of the Company was halted at the request of the Company, pending news. This regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Market Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.
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CARDIOCOMM SOLUTIONS, INC. ("EKG")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: March 4, 2013
TSX Venture Tier 2 Company
Effective at 9:45, PST, March 4, 2013, shares of the Company resumed trading, an announcement having been made.
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CRAILAR TECHNOLOGIES INC. ("CL")
BULLETIN TYPE: Private Placement-Non-Brokered, Convertible Debenture/s
BULLETIN DATE: March 4, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced February 12, 2013:
| Convertible Debenture | $5,000,000 | ||||||
| Conversion Price: | Convertible into 1,724,138 common shares (additional maximum of 538,305 common shares upon a Change of Control may be issuable) |
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| Maturity date: | September 30, 2017 | ||||||
| Interest rate: | 10 % per annum | ||||||
| Number of Placees: | 13 placees | ||||||
| Insider / Pro Group Participation: | ||||||||
| Insider=Y / | ||||||||
| Name | ProGroup=P | # of Shares | ||||||
| Aggregate Pro Group Involvement | P | 41,379 | ||||||
| (3 placees) | ||||||||
| Finders' Fees: | $13,300 cash payable to Macquarie Private Wealth Inc. | |||||||||||
| $133,350 cash payable to Global Securities Corporation | ||||||||||||
| $133,350 cash payable to Difference Capital Funding Inc. | ||||||||||||
| $70,000 cash payable to Cormark Securities Inc. | ||||||||||||
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly.
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CYNAPSUS TERAPEUTICS INC. ("CTH")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: March 4, 2013
TSX Venture Tier 2 Company
Effective at 5:00 a.m., PST, March 4, 2013, shares of the Company resumed trading, an announcement having been made.
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EQUITORIAL CAPITAL CORP. ("EXX.P")
BULLETIN TYPE: Remain Halted
BULLETIN DATE: March 4, 2013
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange ('TSXV') Bulletin dated March 1, 2013, effective at 8:45 a.m., March 4, 2013, trading in the shares of the Company will remain halted pending receipt and review of acceptable documentation regarding the Qualifying Transaction pursuant to TSXV Listings Policy 2.4. This regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Market Regulator of the Exchange, pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.
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ERIN VENTURES INC. ("EV")
BULLETIN TYPE: Warrant Term Extension, Amendment
BULLETIN DATE: March 4, 2013
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange Bulletin dated September 25, 2012 the Bulletin should have read in part as follows:
| Exercise Price of Warrants: | $0.25 | |||||
| The rest of the bulletin remains unchanged. |
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GOLD ROYALTIES CORPORATION ("GRO")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: March 4, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation pursuant to a Purchase Agreement dated February 28, 2013 and an NSR Royalty Assignment and Assumption Agreement dated February 28, 2013 in reference to an Asset Purchase and Sale and Royalty Agreement dated December 16, 2010 (collectively, the "Agreement") between the Company and Benton Resources Inc. ("Benton"), an Arms Length Party. As per terms of the Agreement, the Company has agreed to acquire from Benton a 1% net smelter return royalty interest which applies to any ores mined beyond a production of 2.5 million aggregate ounces of gold, platinum and palladium from the Bermuda Project, located near Marathon, Ontario. In consideration, the Company will issue 352,565 shares at a deemed price of $0.78 per share (the "Share Consideration").
Additionally, the Exchange notes that Benton has agreed to a one year contractual escrow period on the Share Consideration that will commence on the date of closing.
| No Insider / Pro Group Participation |
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GOSSAN RESOURCES LIMITED ("GSS")
BULLETIN TYPE: Halt
BULLETIN DATE: March 4, 2013
TSX Venture Tier 2 Company
Effective at 6:28 a.m. PST, March 4, 2013, trading in the shares of the Company was halted at the request of the Company, pending news. This regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Market Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.
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GOSSAN RESOURCES LIMITED ("GSS")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: March 4, 2013
TSX Venture Tier 2 Company
Effective at 7:15 a.m., PST, March 4, 2013, shares of the Company resumed trading, an announcement having been made.
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GREAT ATLANTIC RESOURCES CORP. ("GR")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: March 4, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing an option agreement dated October 19, 2012 (the 'Agreement') between the Company and Jonathan Atkinson Keen (the 'Optionor'). Pursuant to the terms of the Agreement, the Company may earn a 100% legal and beneficial interest in the Rawdon Hills Gold - Antimony Property (the 'Property'). The Company will pay the Optionor $35,000 over two years, and issue 150,000 shares at a deemed price of $0.06 per share as consideration. The Company has also agreed to exploration commitments totaling $65,000 over three years. The Property is subject to a 3% NSR, of which the Company may repurchase 1.5% by paying the Optionor $150,000.
Please refer to the Company's news release dated November 23, 2012 for further details.
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KAIROS CAPITAL CORPORATION ("KRS.P")
BULLETIN TYPE: Suspend-Failure to Complete a Qualifying Transaction within 24 months of Listing
BULLETIN DATE: March 4, 2013
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange Bulletin dated January 28, 2013, effective at the open, Tuesday, March 5, 2013, trading in the shares of the Company will be suspended, the Company having failed to complete a Qualifying Transaction within 24 months of its listing.
Members are prohibited from trading in the securities of the Company during the period of the suspension or until further notice.
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MAYA GOLD & SILVER INC. ("MYA")
BULLETIN TYPE: Halt
BULLETIN DATE: March 4, 2013
TSX Venture Tier 2 Company
Effective at 5:59 a.m. PST, March 4, 2013, trading in the shares of the Company was halted at the request of the Company, pending news. This regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Market Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.
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MAYA GOLD & SILVER INC. ("MYA")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: March 4, 2013
TSX Venture Tier 2 Company
Effective at 7:45 a.m., PST, March 4, 2013, shares of the Company resumed trading, an announcement having been made.
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NATURALLY SPLENDID ENTERPRISES LTD. ("NSP")
[formerly Race Capital Corp. ("RCE.P")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Short Form Offering Document-Distribution, Name Change, Resume Trading
BULLETIN DATE: March 4, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing the Company's Qualifying Transaction described in its Amended and Reinstated Filing Statement dated February 1, 2013. As a result, at the opening on March 5, 2013, the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the following:
| 1. | Acquisition: | |
The acquisition of all of the issued capital of Naturally Splendid Enterprises Ltd. in consideration of the issuance of 11,599,971 shares.
In addition:
| (i) | 1,800,000 existing CPC escrow shares will be transferred to the incoming directors for nominal consideration, details as follows: |
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| Transferor | Transferee | Number of Shares |
| Peter Hughes | Bryan Carson | 900,000 |
| Peter Hughes | Craig Goodwin | 180,000 |
| Charles Jenkins | Craig Goodwin | 585,000 |
| Livio Susin | Craig Goodwin | 135,000 |
| (ii) | 2,050,000 stock options with a 5-year term and an exercise price of $0.175 are being issued to 8 individuals. |
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| 2. | Short Form Offering Document - Distribution: | |
The Company's Short Form Offering Document dated February 4, 2013 was filed with and accepted by TSX Venture Exchange on February 5, 2013. The Exchange has now been advised that the Offering closed on February 28, 2013.
TSX Venture Exchange has been advised that closing occurred on February 28, 2013, for gross proceeds of $1,750,000.
| Agent: | Canaccord Genuity Corp. | |||
| Offering: | 10,000,000 shares. | |||
| Share Price: | $0.175 per share. | |||
| Agents' Warrants: | 600,600 non-transferable warrants exercisable to purchase one share at $0.175 per share to February 25, 2014. |
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The Exchange has been advised that the above transactions, approved by Directors on February 28, 2013 have been completed.
| Insider / Pro Group Participation: | ||||||||
| Insider=Y / | ||||||||
| Name | ProGroup=P | # of Shares | ||||||
| Aggregate Pro Group Involvement | P | 285,000 | ||||||
| [4 Placees] |
| 3. | Name Change | |
Pursuant to a resolution passed by the Directors on February 28, 2013, the Company has changed its name to "Naturally Splendid Enterprises Ltd." There is no consolidation of capital.
Effective at the opening on Tuesday, March 5, 2013, the common shares of Naturally Splendid Enterprises Ltd. will commence trading on TSX Venture Exchange and the common shares of Race Capital Corp will be delisted. The Company is classified as a "Distribution and Marketing" company.
| Capitalization: | Unlimited | shares with no par value of which | |||
| 25,599,971 | shares are issued and outstanding | ||||
| Escrow: | 11,127,410 | ||||
| Transfer Agent | Olympia Trust Company | ||||
| Trading Symbol: | NSP | (New) | |||
| CUSIP Number: | 63902L100 | (New) | |||
| 4. | Resume Trading | ||
Effective at the opening on Tuesday, March 5, 2013, the common shares of the Company will resume trading.
| Company Contact: | Chuck Jenkins, CFO | |||
| Company Address: | Suite 605, 1166 Alberta St., Vancouver, B.C. V6E 3Z3 | |||
| Company Phone Number: | (604) 685-6375 | |||
| Company Fax Number: | (604) 909-1163 | |||
| Company Email Address: | [email protected] | |||
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ROXGOLD INC. ("ROG")
BULLETIN TYPE: Halt
BULLETIN DATE: March 4, 2013
TSX Venture Tier 2 Company
Effective at 5:46 a.m. PST, March 4, 2013, trading in the shares of the Company was halted at the request of the Company, pending news. This regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Market Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.
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ROXGOLD INC. ("ROG")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: March 4, 2013
TSX Venture Tier 2 Company
Effective at 7:45 a.m., PST, March 4, 2013, shares of the Company resumed trading, an announcement having been made.
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SELWYN RESOURCES LTD. ("SWN")
BULLETIN TYPE: Halt
BULLETIN DATE: March 4, 2013
TSX Venture Tier 1 Company
Effective at 5:00 a.m. PST, March 4, 2013, trading in the shares of the Company was halted at the request of the Company, pending news. This regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Market Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.
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TRANSITION METALS CORP. ("XTM")
BULLETIN TYPE: Halt
BULLETIN DATE: March 4, 2013
TSX Venture Tier 2 Company
Effective at 5:20 a.m. PST, March 4, 2013, trading in the shares of the Company was halted at the request of the Company, pending news. This regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Market Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.
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TRANSITION METALS CORP. ("XTM")
BULLETIN TYPE: Remain Halted
BULLETIN DATE: March 4, 2013
TSX Venture Tier 2 Company
Further to the TSX Venture Exchange ('TSXV') Bulletin dated March 4, 2013, effective at 8:40 a.m., March 4, 2013, trading in the shares of the Company will remain halted pending receipt and review of acceptable documentation regarding the Change of Business and/or Reverse Takover pursuant to TSXV Listings Policy 5.2. This regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Market Regulator of the Exchange, pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.
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TWOCO PETROLEUMS LTD. ("TWO.H")
[formerly Twoco Petroleums Ltd. ("TWO")]
BULLETIN TYPE: Suspend, Transfer and New Addition to NEX, Symbol Change
BULLETIN DATE: March 4, 2013
TSX Venture Tier 1 Company
Further to the TSX Venture Exchange ('TSXV') Bulletin dated February 22, 2013 and the Company's press release dated February 28, 2013, effective at the opening on Tuesday, March 5, 2013, trading in the shares of the Company will be suspended for failure to maintain Exchange requirements.
Members are prohibited from trading in the securities of the Company during the period of the suspension or until further notice.
In accordance with TSX Venture Policy 2.5, the Company has not maintained the requirements for a TSX Venture Tier 1 or 2 company. Therefore, effective onTuesday, March 5, 2013 , the Company's listing will transfer to NEX, the Company's Tier classification will change from Tier 1 to NEX, and the Filing and Service Office will change from Calgary to NEX.
As of March 5, 2013, the Company is subject to restrictions on share issuances and certain types of payments as set out in the NEX policies.
The trading symbol for the Company will change from TWO to TWO.H. There is no change in the Company's name, no change in its CUSIP number and no consolidation of capital. The symbol extension differentiates NEX symbols from Tier 1 or Tier 2 symbols within the TSX Venture market.
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UPPER CANADA GOLD CORPORATION ("UCC")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: March 4, 2013
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing documentation pertaining to a Purchase and Sale Agreement (the "Agreement"), between Upper Canada Gold Corporation (the "Company") and an arm's length party (the "Vendor"), whereby the Company has acquired approximately 3,350 acres (the "Pine Tree-Josephine Property"), located approximately 15 miles north of Mariposa, California. The Property is subject to a 3% NSR.
Aggregate consideration to the Vendor consisted of US$5,120,000, of which approximately US$5,000,000 was paid on closing. Additionally, a finder's fee of US$303,600 was paid in connection with the transaction, of which US$253,600 was paid on closing.
For further information, please refer to the Company's news release dated March 1, 2013.
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WALKER RIVER RESOURCES CORP. ("WRR")
[formerly Rhino Exploration Inc. ("RHI")]
BULLETIN TYPE: Name Change
BULLETIN DATE: March 4, 2013
TSX Venture Tier 2 Company
Pursuant to a resolution passed by shareholders February 22, 2013, the Company has changed its name as follows. There is no consolidation of capital.
Effective at the opening, Tuesday, March 5, 2013, the common shares of Walker River Resources Corp. will commence trading on TSX Venture Exchange, and the common shares of Rhino Exploration Inc. will be delisted. The Company is classified as a 'Mineral Exploration/Development' company.
| Capitalization: | Unlimited | shares with no par value of which | |||
| 12,840,831 | shares are issued and outstanding | ||||
| Escrow: | 1,809,374 | escrow shares |
| Transfer Agent: | Computershare Investor Services Inc. | ||||
| Trading Symbol: | WRR | (new) | |||
| CUSIP Number: | 931778 10 4 | (new) | |||
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NEX COMPANY:
ANTLER HILL OIL & GAS LTD. ("AHO.H")
[formerly Primewest Exploration Inc. ("PWI.H")]
BULLETIN TYPE: Name Change, Remain Suspended
BULLETIN DATE: March 4, 2013
NEX Company
Pursuant to a resolution passed by shareholders August 14, 2012, the Company has changed its name as follows. There is no consolidation of capital.
Effective at the opening on Tuesday, March 5, 2013, the common shares of Antler Hill Oil & Gas Ltd. will remain suspended, pursuant to TSX Venture Exchange bulletin dated April 23, 2012, and the common shares of Primewest Exploration Inc. will be delisted. Members are prohibited from trading in the securities of the Company during the period of the suspension or until further notice. The Company is classified as a "Capital Pool Company''.
| Capitalization: | Unlimited | shares with no par value of which | |||
| 11,000,000 | shares are issued and outstanding | ||||
| Escrow: | 2,000,000 |
| Transfer Agent: | Olympia Trust Company | ||||
| Trading Symbol: | AHO.H | (new) | |||
| CUSIP Number: | 03718R107 | (new) | |||
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SOURCE: TSX Venture Exchange
Market Information Services at 1-888-873-8392, or email: [email protected]
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