Rattlesnake Ventures Inc.
TSX VENTURE : RVI.H

February 07, 2011 11:55 ET

Rattlesnake Amends Letter of Intent With Minsud Resources Inc.

TORONTO, ONTARIO--(Marketwire - Feb. 7, 2011) -

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

Rattlesnake Ventures Inc. ("Rattlesnake") (TSX VENTURE:RVI.H), a capital pool company listed on the NEX Exchange, is pleased to announce that it has amended certain aspects of its letter of intent dated December 24, 2010 (the "Letter of Intent") with Minsud Resources Inc. ("Minsud") that sets out the basic terms of the business combination between Rattlesnake and Minsud which is more particularly described in the news release of Rattlesnake dated January 5, 2011 (the "Proposed Transaction"). The Proposed Transaction is intended to be the Qualifying Transaction of Rattlesnake pursuant to Policy 2.4 of the TSX Venture Exchange (the "Exchange").

Pursuant to the terms of an amending agreement dated February 2, 2011, the terms of the Letter of Intent have been amended as follows:

Rattlesnake initially announced that it will issue 18,000,000 of its post-consolidation common shares ("Rattlesnake Shares") to Minsud in exchange for 100% of Minsud's issued and outstanding common shares (the "Share Exchange"). The Letter of Intent has been amended to increase the number of Rattlesnake Shares pursuant to the Share Exchange by 50,000. As such, the total number of Rattlesnake Shares to be issued pursuant to the Share Exchange is 18,050,000. 

The Letter of Intent provided that two causes for termination included the failure to execute the definitive agreement of the Proposed Transaction by February 28, 2011 and/or the failure to satisfactorily complete due diligence efforts by January 31, 2011. Rattlesnake and Minsud have agreed that these dates shall be extended to April 30, 2011 and March 31, 2011, respectively.

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 Minsud was supplied by Rattlesnake and Minsud, respectively, for inclusion herein, and Rattlesnake and its directors and officers have relied on Minsud 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 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 EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE 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
    Minsud Resources Inc.
    Paul F. Andersen
    Director
    (416) 947-0464
    (416) 364-8797 (FAX)