Rattlesnake Ventures Inc.
TSX VENTURE : RVI.P

December 16, 2009 19:40 ET

Rattlesnake Extends Letter Agreement With Industrial Minerals Canada Inc.

TORONTO, ONTARIO--(Marketwire - Dec. 16, 2009) -

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 an amending agreement with Industrial Minerals Canada Inc. ("IMCI") and its sole shareholder, Industrial Minerals, Inc. ("IMI") (OTCBB:IDSM), to extend and amend the letter of intent dated October 27, 2009 between the parties which sets out the principal terms and conditions pursuant to which it is intended that Rattlesnake and IMCI will complete the previously announced business combination.

Pursuant to the terms of the amending agreement, the terms of the letter of intent have been changed to: (1) extend the deadline for a definitive agreement from December 15, 2009 to February 15, 2010; (2) allow for the appointment of a new financial advisor for IMCI's proposed financing in connection with the business combination; and (3) provide for a minimum financing of $3,000,000 rather than $5,000,000.

The foregoing is only a summary of the amending agreement and readers are urged to read the entire amending agreement, which has been filed under Rattlesnake's profile on SEDAR at www.sedar.com.

ABOUT IMCI AND IMI

IMCI is incorporated under the laws of Ontario and is a wholly-owned subsidiary of IMI. IMI is incorporated under the laws of the State of Delaware and is a reporting issuer in the Province of British Columbia. No person directly or indirectly beneficially holds a controlling interest in, or otherwise controls or directs, IMI.

IMCI has a 100% ownership interest in a large graphite deposit (the "Bissett Creek Project") located less than 20km from the Trans-Canada highway, east of North Bay, Ontario. A full feasibility study was completed on the Bissett Creek Project by Kilborn Engineering and others in 1989 (which pre-dates National Instrument 43-101 and is therefore not compliant), but the Bissett Creek Project was not developed due to a decline in graphite prices in the 1990s.

Financial statements are not available for IMCI, the financial information for which is currently consolidated into the financial statements of IMI. Separate financial statements for IMCI will be prepared in connection with the Proposed Transaction.

About Graphite

Consumption of graphite continues to grow due to the ongoing industrialization of China, India and other emerging economies, and new applications such as Li ion batteries, fuel cells, nuclear and solar power will create significant incremental demand in the future. There is up to 20 times more graphite than lithium, in a lithium ion battery. China, which produces 80% of the world's supply, is seeing production and exports leveling off and export taxes and a licensing system have been instituted. There has been little worldwide exploration and consequently few potential development projects exist. As a result, IMCI is well positioned to benefit from the continued improvement in graphite demand and prices.

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, IMI and IMCI was supplied by Rattlesnake, IMI and IMCI, respectively, for inclusion herein, and Rattlesnake and its directors and officers have relied on IMI and IMCI 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
    Industrial Minerals Canada Inc.
    Gregory Bowes
    Director
    (613) 241-9959