Rattlesnake Ventures Inc.
TSX VENTURE : RVI.P

Vecture Inc.

April 28, 2010 14:19 ET

Rattlesnake Agrees to a Business Combination With Vecture Inc. as Its Qualifying Transaction

TORONTO, ONTARIO--(Marketwire - April 28, 2010) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR THROUGH UNITED STATES WIRE SERVICES

All amounts in Canadian Dollars

Rattlesnake Ventures Inc. ("Rattlesnake") (TSX VENTURE:RVI.P), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), is pleased to announce that it has entered into a letter of intent dated April 27, 2010 with Vecture Inc. ("Vecture"), which sets out the principal terms and conditions pursuant to which it is intended that Rattlesnake and Vecture will complete a business combination (the "Proposed Transaction").

The Proposed Transaction is intended to be the Qualifying Transaction of Rattlesnake pursuant to Policy 2.4 of the Exchange. It is expected that the combined entity after completion of the Proposed Transaction (the "Resulting Issuer"), will qualify as a Tier 1 Technology/Industrial Issuer pursuant to the policies of the Exchange. The Proposed Transaction will not be a Non- Arm's Length Qualifying Transaction (as that term is defined in Policy 2.4). The directors and officers of Rattlesnake presently have no interest in Vecture. It is intended that the Proposed Transaction shall take place by way of an amalgamation, plan of arrangement, share exchange or other similar form of transaction.

ABOUT VECTURE INC. (www.vectureinc.com)

Vecture is incorporated under the laws of Ontario. It is ISO9001:2008 certified and operates as a design and manufacturing electronics company in Concord, Ontario. Vecture is an industry leading designer and manufacturer of value added ODM solutions for battery management and charging of leading edge technology chemistries such as lithium ion and lithium phosphate. 

Vecture delivers green technology to industrial market sectors in the Americas and Europe. Customers include government, quasi-government and non-government groups in the military, medical and automotive [electric vehicle, hybrid and plug in hybrid] sectors. Customers are battery pack manufacturers and end equipment builders who demand the highest performance and proprietary technology.

In addition to manufacturing and design, Vecture owns various intellectual property assets which are used as a competitive advantage to foster recurring customer revenue and loyalty in its licensing and other business relationships. 

Based on audited financial statements for the year ended December 31, 2009, Vecture had sales of $9,854,570 (2008 – $8,644,600), costs of goods sold of $5,471,152 (2008 - $4,750,269), gross profit of $4,383,418 (2008 - $3,894,331), expenses of $4,390,127 (2008 - $3,554,898) and net income before taxes of $571,345 (2008 - $721,707). In addition, as at December 31, 2009, Vecture had total assets of $4,368,518 (2008 - $5,135,147) and total liabilities of $2,431,899 (2008 – $3,769,875), shareholders' equity of $100 (2008 - $100) and retained earnings of $1,936,519 (2008 - $1,365,274).

THE PROPOSED QUALIFYING TRANSACTION

Consolidation of Rattlesnake Shares

Prior to the completion of the Proposed Transaction, Rattlesnake will amend its articles of incorporation to effect the consolidation of its common shares (the "Consolidation") such that approximately each three (3) pre-Consolidation common shares of Rattlesnake will become one (1) post-Consolidation common share of Rattlesnake (each a "Rattlesnake Share") such that there will be issued and outstanding 2,411,667 Rattlesnake Shares on a fully diluted basis. Prior to the completion of the Proposed Transaction, all outstanding stock options of Rattlesnake shall be exercised or cancelled and Rattlesnake shall, on a best efforts basis, encourage the exercise of all outstanding warrants. It is presently expected that all outstanding options and warrants of Rattlesnake will be exercised in advance of the closing of the Proposed Transaction.

Proposed Transaction

Rattlesnake will issue 30,000,000 Rattlesnake Shares to Vecture in exchange for 100% of the issued and outstanding shares of Vecture by way of an amalgamation, plan of arrangement, share exchange or other similar form of transaction. The Proposed Transaction will represent a reverse takeover of Rattlesnake by Vecture.

The completion of the Proposed Transaction is subject to the approval of the Exchange and all other necessary approvals. The completion of the Proposed Transaction is also subject to certain other additional conditions precedent, including, but not limited to: (i) the entering into of a definitive agreement by Rattlesnake and Vecture on or before May 31, 2010 (the "Definitive Agreement"); (ii) completion of satisfactory due diligence by each of Rattlesnake and Vecture; (iii) the approval of the Proposed Transaction by each of Rattlesnake and Vecture's respective board of directors; (iv) the receipt of all required approvals of the shareholders of Rattlesnake and Vecture, including the receipt of the approval of Rattlesnake's shareholders for the Consolidation; (v) the absence of any material change or change in a material fact which might reasonably be expected to have a material adverse effect on the financial and operational conditions or the assets of each of the parties to the Definitive Agreement; (vi) that on or before the execution of the Definitive Agreement, Vecture, its directors and officers shall have entered into lock-up agreements with Rattlesnake whereby they will agree to vote in favour of the Proposed Transaction; and (vii) certain other conditions typical in a transaction of this nature.

Sponsorship

Portfolio Strategies Securities Inc. ("PSSI"), subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the transaction and any equity financing requirements of the resulting issuer. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion. Trading in Rattlesnake Shares, which have been halted, will remain halted until PSSI is retained; the sponsorship materials are filed and approved by the Exchange and Rattlesnake otherwise complies with any additional Exchange requirements. 

Stock Options

It is intended that the Resulting Issuer will grant up to 3,240,000 incentive stock options ("Stock Options") on closing of the Proposed Transaction, subject to the approval of the Exchange, to employees, consultants, directors, officers of the Resulting Issuer and its subsidiaries, if any. Rattlesnake hereby reserves the exercise price of $0.40 for the Stock Options.

Name Change

It is intended that the Resulting Issuer will be re-named "Vecture Inc." or such other name as the parties may reasonably agree upon, and the Resulting Issuer will be governed by the Business Corporations Act (Ontario). The Resulting Issuer will endeavour to affect the change of name as soon as possible and in any case not later than the next regularly scheduled meeting of shareholders of Rattlesnake.

Capitalization of the Resulting Issuer

Following the completion of the Proposed Transaction, approximately 32.4 million Rattlesnake Shares are anticipated to be issued and outstanding.

DIRECTORS AND SENIOR MANAGEMENT OF THE RESULTING ISSUER

Subject to and following the closing of the Proposed Transaction, the directors and senior officers of the Resulting Issuer are expected to be the following individuals:

Mr. Angelo Catenaro, President, Chief Executive Officer and Director

Angelo Catenaro was an original founder of Vecture in 2001. Mr. Catenaro served as VP of Business Development until June of 2008 when he became President and CEO. Prior to Vecture, Mr. Catenaro comes from a sporting background having played Professional Ice Hockey in Europe for 15 years.

Mr. Ken Chisholm, Chief Technical Officer and Director

Ken Chisholm has over 40 years experience as an electronics engineer and is an original founder of Vecture in 2001. Ken is a graduate of Bristol Business School with a Master of Business Administration degree. He also holds a Higher National Certificate and Management Post Graduate Diploma in business also from the Bristol Business School. Ken has enjoyed a diverse and distinguished career with experience as a rocket designer, systems engineer and at the executive sales management level with multinational chip semiconductor manufacturers such as Maxim and Texas Instruments. For the past 12 years Ken has been specializing in the development battery management systems.

Mr. John G. Simmonds, Chairman of the Board

Mr. Simmonds has been in the electronics and communications industries for over 40 years. He began his career with A.C. Simmonds & Sons Limited, a company founded by his grandfather in 1918. During his career, Mr. Simmonds has served as Chairman and Director of numerous public companies and has had extensive experience in building successful executive and management teams for operating companies. Mr. Simmonds is currently the Chairman & CEO of Newlook Industries Corp. (TSX VENTURE:NLI), Gamecorp Ltd. (CNSX:GGG), Interamerican Gaming Inc. (OTCBB:IAGM), Gate-to-Wire Solutions Inc. (OTCBB:GWIR), and Wireless Age Communications Inc. (OTCBB:WLSA).

Mr. Scott F. White, Director

Scott White has served as co-founder and Chief Executive Officer of Parlay Entertainment Inc. (TSX VENTURE:PEI) since 1998. Prior to that time, Mr. White was the founding partner of Bush Frankel White, Barristers & Solicitors where he practiced in the areas of corporate/commercial, administrative and business law serving a multinational, primarily corporate client base. In addition to practicing law, Mr. White has been involved in a number of private and public enterprises where he has served as a founder, director, officer and investor. 

READER ADVISORY

Investors are cautioned that, except as disclosed in the information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed 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.

All information contained in this news release with respect to Rattlesnake and Vecture was supplied by Rattlesnake and Vecture, respectively, for inclusion herein, and Rattlesnake and its directors and officers have relied on Vecture for any information concerning them.

Statements in this press release may contain forward-looking information including, operating costs, administrative costs, acquisitions and dispositions, capital spending, access to credit facilities, income taxes, regulatory changes, and other components of cash flow and earnings. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expects" and similar expressions. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Rattlesnake. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

The forward-looking statements contained in this press release are made as of the date of this press release, and Rattlesnake does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance, and, if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

THE TSX VENTURE EXCHANGE HAS IN NO WAY PASSED UPON THE MERITS OF THE PROPOSED TRANSACTION AND HAS NEITHER APPROVED OR DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE. NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS PRESS RELEASE.

Contact Information

  • Rattlesnake Ventures Inc.
    Scott White
    President and Chief Executive Officer
    (416) 704-6611
    (905) 337-2395 (FAX)
    or
    Rattlesnake Ventures Inc.
    David Callander
    Chief Financial Officer
    (416) 459-1649
    (905) 337-2395 (FAX)
    or
    Vecture Inc.
    Angelo Catenaro
    President
    (905) 761-0331 ext. 232
    www.vectureinc.com