TORONTO, ONTARIO--(Marketwire - Feb. 9, 2012) -
Company / Societe : Rock Energy Inc. TSX Symbol / Symbole TSX : RE Reason / Motif : Pending News / Nouvelle en attente Halt Time (ET) / Heure de la suspension (HE) HH: 16 MM 33 PM ET / HH 16h MM 33 (HE)
Please note that IIROC is not able to provide any additional information regarding a specific trading halt. Information is limited to general enquiries only.
FOR FURTHER INFORMATION PLEASE CONTACT:
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Source: Investment Industry Regulatory Organization of Canada (IIROC)
New Director Brings Strong Leadership and Banking Experience
CHATTANOOGA, Tenn.--(BUSINESS WIRE)-- Mr. Robert R. “Bob” Lane was elected to the Board of Directors of First Security Group, Inc. (NASDAQ: FSGI) effective February 7, 2012. Mr. Lane was elected to the First Security Board pursuant to the terms of First Security’s outstanding Series A Fixed Rate Perpetual Preferred Stock issued to the U.S. Treasury in connection with First Security’s participation in the TARP Capital Purchase Program. Based on Mr. Lane’s qualifications and expertise, First Security also asked Mr. Lane to join the Board of First Security’s wholly-owned subsidiary, FSGBank, N.A., and Mr. Lane has accepted.
“Bob has over 40 years of banking and financial service consulting experience. His election provides additional strength and depth to our Board,” said First Security CEO and President Michael Kramer. “We appreciate the process undertaken by the U.S. Treasury to provide both the potential director and bank the chance to interact prior to the appointment. From our first interactions with Bob, we were confident that he could contribute to our Company. Mr. Lane brings exceptional qualifications and we welcome him to the FSG team.”
Mr. Lane currently serves as a Faculty Advisor for the Fisher College of Business at the Ohio State University as well as serving as Chief Executive Officer of Lane Leadership Group, LLC., a consulting company specializing in executive coaching and professional development. From 2006 to 2010, he served as President of the Central Ohio District of KeyBank N.A. in Columbus, OH. Prior to KeyBank, Mr. Lane served as a Director for Crowe Horwath and Company, LLP, where he was responsible for the East Coast business development and also provided strategic planning services for banking clients. Mr. Lane also served as Chairman and Chief Executive Officer of First Union National Bank of Tennessee, a subsidiary of First Union Corporation, from 1988 to 1993.
“After completing my initial due diligence, First Security appeared to potentially be a very unique situation. The next step was meeting with members of the Board and the executive management team, during which I gained a full understanding of the distinct opportunities that exist for First Security,” Mr. Lane said. “I consider it a privilege to join the First Security team and look forward to assisting in the execution of a well-defined strategic plan to make FSGBank the bank of choice in east and middle Tennessee as well as north Georgia.”
Mr. Lane will have the same fiduciary duties and obligations to the shareholders of First Security as any other member of the Board. The appointment to the Board of FSGBank is subject to the completion of the regulatory application process.
Founded in 1999, First Security’s community bank subsidiary, FSGBank, has 30 full-service banking offices along the interstate corridors of eastern and middle Tennessee and northern Georgia. In Dalton, Georgia, FSGBank operates under the name of Dalton Whitfield Bank; along the Interstate 40 corridor in Tennessee, FSGBank operates under the name of Jackson Bank & Trust. FSGBank provides retail and commercial banking services, trust and investment management, mortgage banking, financial planning and Internet banking services (www.FSGBank.com).
First Security Group, Inc.John R. Haddock, CFO, 423-308-2075
Source: First Security Group, Inc.
JACKSON, Miss.--(BUSINESS WIRE)-- Trustmark Corporation (NASDAQ: TRMK) President and CEO, Gerard R. Host will address analysts and investors attending the Sterne Agee 2012 Financial Institutions Investor Conference at The Peabody Hotel, Orlando, Florida, on Monday, February 13, 2012 at 8:45 a.m. Eastern Time (7:45 a.m. Central Time).
Interested parties may access a live listen-only webcast of Host’s comments and follow his slide presentation by clicking on the link provided under the Investor Relations section of our website at www.trustmark.com. The presentation will be archived and available through February 24, 2012.
Trustmark Corporation is a financial services company providing banking and financial solutions through over 150 offices in Florida, Mississippi, Tennessee and Texas.
Trustmark CorporationInvestors:Louis E. Greer, 601-208-2310Treasurer and Principal Financial OfficerorF. Joseph Rein, Jr., 601-208-6898Senior Vice PresidentorMedia:Melanie A. Morgan, 601-208-2979Senior Vice President
Source: Trustmark Corporation
TORONTO, ONTARIO -- (MARKET WIRE) -- 02/09/12 -- Whiteknight Acquisitions Inc. ("Whiteknight") (TSX VENTURE: WKA.P), a Capital Pool Company, is pleased to provide an update to its Qualifying Transaction (as such term is defined in Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange) (the "Exchange") with Smart Employee Solutions Inc. ("SES"), previously announced on July 27, 2011 (the "Qualifying Transaction").
On December 9, 2011, Whiteknight entered into an engagement letter (the "Engagement Letter") with Canaccord Genuity Corp. ("Canaccord"), pursuant to which Canaccord has agreed to sell, on a commercially reasonable efforts basis, 5 million shares of Whiteknight at $0.30 per share for aggregate gross proceeds of $1.5 million (the "Offering"). For its services as agent on the Offering, Canaccord will receive broker warrants which will entitle it to purchase that number of common shares of Whiteknight equal to 10.0% of the common shares sold pursuant to the Offering, with each such warrant to be exercisable at $0.30 per share for a 24 month period. The Offering will close concurrently with closing of the Qualifying Transaction, and conditional approval of the Qualifying Transaction from the Exchange is a condition to closing.
SES is pleased to announce that it closed interim financings of $1.305 million through the issuance of convertible promissory notes (the "Interim Convertible Notes") in late 2011. The Interim Convertible Notes will convert into shares of Whiteknight on completion of the Qualifying Transaction at a conversion price of $0.24 per share. In addition, for each $1 of principal subscribed for under the Interim Convertible Notes, purchasers also received one warrant to purchase shares of SES at an exercise price of $0.30 exercisable until May 31, 2014 (the "Interim Warrants"). The Interim Warrants will be exchanged for warrants to purchase common shares of Whiteknight on closing of the Qualifying Transaction, with such warrants bearing the same terms, conditions and exercise price as the Interim Warrants.
SES also wishes to provide an update with respect to is business model and activities. Management of SES, a group benefits solutions provider, has more clearly defined its service offerings and revenue model.
SES Benefits Canada Corporation is the third party administrator ("TPA") and the primary operating entity within the SES group of companies. SES's TPA services will fall into four categories:
1. Administrative Services - Front End: this will include the onboarding of
clients and their employees, including all associated administrative
activities. SES collects and administers premiums from clients and
remits to the underlying insurers. SES will also administers and pays
commissions to individual insurance brokers ("Brokers"), and provides
quotes to clients through direct interfacing with various insurers.
2. Administrative Services - Back End: this will include administering and
paying claims per pre-approved guidelines from insurers. The only claims
to be paid are health and dental claims. All pooled claims will be paid
directly from the insurer and adjudicated by the insurer. SES will
interface between the insurer and the client (employees) and may handle
select administrative activities.
3. Adjudication: SES owns its own adjudication platform where claims are
adjudicated and processed per the Group Benefit Plan design agreed to
between the insurer and the client with the assistance of the Broker and
the TPA. Only health and dental claims will be adjudicated.
4. Administrative Services - Reporting: this will involve aggregating all
the client data from all administrative environments in conjunction with
all adjudication data. Data structures will marry this data together
with standard reporting templates and data mining tools that allow
clients to have the capability to design and produce their own reports.
SES will have the only adjudication platform in the country tied to a
fully integrated front and back end administration and reporting
environment.
SES intends to seek revenue in accordance with the following model:
-- Commissions: from the sale of health and dental group benefits, as well
as Pooled Group Benefits (life, AD&D, Travel, etc.), a portion of which
is shared with the Broker.
-- Profit Sharing on Pooled Benefits: typically pooled benefits contribute
60%-70% of premiums to profits. SES is negotiating a profit sharing of
Pooled Benefits profits with select insurers.
-- Group Benefits Mark-Ups: SES is negotiating preferred rates on health
and dental benefits in the form of bulk buying discounts. Not all of
these discounts will be passed on to the client.
-- Administrative Fees: SES has the ability to charge both clients and
insurers administrative fees at all levels, including front end, back
end and reporting. Clients pay the fees directly. Insurers will both pay
directly for services and reporting and allow SES better pricing, which
contributes to Group Benefit mark-up profits.
-- Adjudication Fees: SES is the only TPA in Canada that owns its own
adjudication environment. Adjudicators typically are paid 4% to 12% of
premiums by insurers to do adjudications. SES expects to operate its
complete adjudication environment for between 2% and 3% of premiums,
leaving a pretax profit of between 4% and 10%, depending on the client
and the insurer.
As a TPA, SES provides extensive sales expertise and conducts far more administrative activities than the typical TPA. In addition, SES handles adjudication and is currently finishing development on a state of the art reporting capability, none of which is available with most other TPAs, or Insurers. This gives SES multiple revenue streams, with optimal flexibility to pass savings on to clients and share profits with joint venture client referral partners.
Management of SES and Whiteknight will file a filing statement, which will disclose the services and revenue model of SES in greater detail, on www.sedar.com under Whiteknight's profile, once conditional approval of the Exchange is obtained in respect of the Qualifying Transaction. Readers are encouraged to read the filing statement for more detailed information concerning Whiteknight, SES, and the resulting issuer.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
Cautionary Note Regarding Forward Looking Statements
This Press Release contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Issuer or Resulting Issuer to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Examples of such statements include: (A) the intention to complete the Qualifying Transaction and the Offering; (B) the description of the resulting issuer that assumes completion of the transactions described herein; and the intention to grow the business and operations of the resulting issuer.
Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this Press Release. Such forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: the ability of the Whiteknight, SES, or the resulting issuer, as the case may be to obtain necessary financing; satisfy conditions under the transaction documents; satisfy the requirements of the Exchange with respect to the Qualifying Transaction and the Offering; the economy generally; consumer interest in the services and products of the resulting issuer; competition; and anticipated and unanticipated costs. While Whiteknight, SES, or the resulting issuer, as the case may be anticipate that subsequent events and developments may cause its views to change, the Whiteknight, SES, or the resulting issuer, as the case may be specifically disclaim any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing the Whiteknight's, SES's or the resulting issuer's views as of any date subsequent to the date of this Press Release. Although Whiteknight, SES, and the resulting issuer have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The factors identified above are not intended to represent a complete list of the factors that could affect Whiteknight, SES, or the resulting issuer. Additional factors will be noted under "Risk Factors" in the filing statement which will be filed on SEDAR in respect of this transaction.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Contacts: Whiteknight Acquisitions Inc. David Mitchell President and CEO (416) 574-4818 dmitchell@stillbridge.com Smart Employee Solutions Inc. (SES) John McKimm President and CEO (416) 460 2817 john@johnmckimm.com
Source: Whiteknight Acquisitions Inc.
TORONTO, ONTARIO--(Marketwire - Feb. 9, 2012) - Whiteknight Acquisitions Inc. ("Whiteknight") (TSX VENTURE:WKA.P), a Capital Pool Company, is pleased to provide an update to its Qualifying Transaction (as such term is defined in Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange) (the "Exchange") with Smart Employee Solutions Inc. ("SES"), previously announced on July 27, 2011 (the "Qualifying Transaction").
On December 9, 2011, Whiteknight entered into an engagement letter (the "Engagement Letter") with Canaccord Genuity Corp. ("Canaccord"), pursuant to which Canaccord has agreed to sell, on a commercially reasonable efforts basis, 5 million shares of Whiteknight at $0.30 per share for aggregate gross proceeds of $1.5 million (the "Offering"). For its services as agent on the Offering, Canaccord will receive broker warrants which will entitle it to purchase that number of common shares of Whiteknight equal to 10.0% of the common shares sold pursuant to the Offering, with each such warrant to be exercisable at $0.30 per share for a 24 month period. The Offering will close concurrently with closing of the Qualifying Transaction, and conditional approval of the Qualifying Transaction from the Exchange is a condition to closing.
SES is pleased to announce that it closed interim financings of $1.305 million through the issuance of convertible promissory notes (the "Interim Convertible Notes") in late 2011. The Interim Convertible Notes will convert into shares of Whiteknight on completion of the Qualifying Transaction at a conversion price of $0.24 per share. In addition, for each $1 of principal subscribed for under the Interim Convertible Notes, purchasers also received one warrant to purchase shares of SES at an exercise price of $0.30 exercisable until May 31, 2014 (the "Interim Warrants"). The Interim Warrants will be exchanged for warrants to purchase common shares of Whiteknight on closing of the Qualifying Transaction, with such warrants bearing the same terms, conditions and exercise price as the Interim Warrants.
SES also wishes to provide an update with respect to is business model and activities. Management of SES, a group benefits solutions provider, has more clearly defined its service offerings and revenue model.
SES Benefits Canada Corporation is the third party administrator ("TPA") and the primary operating entity within the SES group of companies. SES's TPA services will fall into four categories:
1. Administrative Services - Front End: this will include the onboarding of
clients and their employees, including all associated administrative
activities. SES collects and administers premiums from clients and
remits to the underlying insurers. SES will also administers and pays
commissions to individual insurance brokers ("Brokers"), and provides
quotes to clients through direct interfacing with various insurers.
2. Administrative Services - Back End: this will include administering and
paying claims per pre-approved guidelines from insurers. The only claims
to be paid are health and dental claims. All pooled claims will be paid
directly from the insurer and adjudicated by the insurer. SES will
interface between the insurer and the client (employees) and may handle
select administrative activities.
3. Adjudication: SES owns its own adjudication platform where claims are
adjudicated and processed per the Group Benefit Plan design agreed to
between the insurer and the client with the assistance of the Broker and
the TPA. Only health and dental claims will be adjudicated.
4. Administrative Services - Reporting: this will involve aggregating all
the client data from all administrative environments in conjunction with
all adjudication data. Data structures will marry this data together
with standard reporting templates and data mining tools that allow
clients to have the capability to design and produce their own reports.
SES will have the only adjudication platform in the country tied to a
fully integrated front and back end administration and reporting
environment.
SES intends to seek revenue in accordance with the following model:
-- Commissions: from the sale of health and dental group benefits, as well
as Pooled Group Benefits (life, AD&D, Travel, etc.), a portion of which
is shared with the Broker.
-- Profit Sharing on Pooled Benefits: typically pooled benefits contribute
60%-70% of premiums to profits. SES is negotiating a profit sharing of
Pooled Benefits profits with select insurers.
-- Group Benefits Mark-Ups: SES is negotiating preferred rates on health
and dental benefits in the form of bulk buying discounts. Not all of
these discounts will be passed on to the client.
-- Administrative Fees: SES has the ability to charge both clients and
insurers administrative fees at all levels, including front end, back
end and reporting. Clients pay the fees directly. Insurers will both pay
directly for services and reporting and allow SES better pricing, which
contributes to Group Benefit mark-up profits.
-- Adjudication Fees: SES is the only TPA in Canada that owns its own
adjudication environment. Adjudicators typically are paid 4% to 12% of
premiums by insurers to do adjudications. SES expects to operate its
complete adjudication environment for between 2% and 3% of premiums,
leaving a pretax profit of between 4% and 10%, depending on the client
and the insurer.
As a TPA, SES provides extensive sales expertise and conducts far more administrative activities than the typical TPA. In addition, SES handles adjudication and is currently finishing development on a state of the art reporting capability, none of which is available with most other TPAs, or Insurers. This gives SES multiple revenue streams, with optimal flexibility to pass savings on to clients and share profits with joint venture client referral partners.
Management of SES and Whiteknight will file a filing statement, which will disclose the services and revenue model of SES in greater detail, on www.sedar.com under Whiteknight's profile, once conditional approval of the Exchange is obtained in respect of the Qualifying Transaction. Readers are encouraged to read the filing statement for more detailed information concerning Whiteknight, SES, and the resulting issuer.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
Cautionary Note Regarding Forward Looking Statements
This Press Release contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Issuer or Resulting Issuer to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Examples of such statements include: (A) the intention to complete the Qualifying Transaction and the Offering; (B) the description of the resulting issuer that assumes completion of the transactions described herein; and (C) the intention to grow the business and operations of the resulting issuer.
Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this Press Release. Such forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: the ability of the Whiteknight, SES, or the resulting issuer, as the case may be to obtain necessary financing; satisfy conditions under the transaction documents; satisfy the requirements of the Exchange with respect to the Qualifying Transaction and the Offering; the economy generally; consumer interest in the services and products of the resulting issuer; competition; and anticipated and unanticipated costs. While Whiteknight, SES, or the resulting issuer, as the case may be anticipate that subsequent events and developments may cause its views to change, the Whiteknight, SES, or the resulting issuer, as the case may be specifically disclaim any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing the Whiteknight's, SES's or the resulting issuer's views as of any date subsequent to the date of this Press Release. Although Whiteknight, SES, and the resulting issuer have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The factors identified above are not intended to represent a complete list of the factors that could affect Whiteknight, SES, or the resulting issuer. Additional factors will be noted under "Risk Factors" in the filing statement which will be filed on SEDAR in respect of this transaction.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
FOR FURTHER INFORMATION PLEASE CONTACT:
Whiteknight Acquisitions Inc.
David Mitchell
President and CEO
(416) 574-4818
dmitchell@stillbridge.com
Smart Employee Solutions Inc. (SES)
John McKimm
President and CEO
(416) 460 2817
john@johnmckimm.com
Source: Whiteknight Acquisitions Inc.
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