Minsud Resources Corp. (formerly known as Rattlesnake Ventures Inc.)

May 12, 2011 12:18 ET

Rattlesnake Announces Closing of Qualifying Transaction Resulting Issuer Re-Named "Minsud Resources Corp."

TORONTO, ONTARIO--(Marketwire - May 12, 2011) - Rattlesnake Ventures Inc., now named "Minsud Resources Corp." (the "Corporation") (TSX VENTURE:RVI.H), is pleased to announce it has completed its previously announced acquisition of Minsud Resources Inc. ("Minsud") by way of a "three-cornered" amalgamation, which amalgamation constituted the Corporation's qualifying transaction (the "Qualifying Transaction") pursuant to the policies of the TSX Venture Exchange (the "TSXV"). Further details on the Qualifying Transaction, including the Filing Statement dated April 27, 2011, are available on SEDAR at www.sedar.com under the Corporation's profile. Upon the issuance of the Exchange Bulletin by the TSXV announcing its final approval of the Qualifying Transaction, the Corporation's shares are expected to resume trading on the TSXV under the symbol "MSR".

Minsud owns 95% of Minera Sud Argentina S.A. ("MSA"). The remaining 5% of MSA is part of a put and call option agreement between Compañía de Tierras Sud Argentino S.A. and the Corporation. MSA holds a significant portfolio of exploration properties in Argentina including its flagship Chita Valley gold, silver and copper project in San Juan Province, Argentina.

Pursuant to the Qualifying Transaction and the filing of articles of amendment of the Corporation, and prior to the amalgamation, the name of the Corporation was changed to "Minsud Resources Corp." and the pre-amalgamation issued and outstanding shares of the Corporation were consolidated on a 2 pre-consolidated for 1 post-consolidated basis.

The $5.509 million gross proceeds raised by Minsud pursuant to the previously announced subscription receipt financings were released from escrow and the common shares and warrants of Minsud were issued to the investors.

The Corporation acquired all of the issued and outstanding Minsud shares and warrants by way of a three-cornered amalgamation among the Corporation, Minsud and the Corporation's wholly-owned subsidiary, 1830835 Ontario Inc., to form Minsud Argentina Inc., now a wholly-owned subsidiary of the Corporation. As a result of the amalgamation, all of the Minsud shares (31,822,500) and warrants (13,772,500) were exchanged for an equal amount of the Corporation's shares (31,822,500) and warrants (13,772,500).

Upon effecting the consolidation and after the exercise of all outstanding stock options of the Corporation, the Corporation had 2,810,500 shares outstanding and issued an additional 31,822,500 shares in connection with the Qualifying Transaction. In total, the Corporation now has 34,633,000 shares issued and outstanding on a post-consolidation basis (and 54,498,600 shares on fully diluted basis).

The board of directors of the Corporation now consists of Scott F. White, Carlos A. Massa, Alberto F. Orcoyen, Diego E. Perazzo and Charles Beaudry. The following persons have been appointed as senior officers of the Corporation: Carlos A. Massa – President and Chief Executive Officer, Diego E. Perazzo – Chairman, and Paul F. Andersen – Chief Financial Officer and Corporate Secretary.

About Minsud Resources Corp.:

The Corporation, through its Argentinean subsidiary Minera Sud Argentina S.A. ("MSA"), is a mineral exploration company focused on exploring MSA's flagship Chita Valley project, primarily for gold, silver and copper in San Juan Province, Argentina. Additionally, MSA holds a portfolio of approximately 75,000 ha of 100% owned exploration properties in Patagonia. Most of the key properties held by MSA are located in mining friendly provinces of San Juan and Santa Cruz, Argentina.

Carlos Massa, President and CEO said, "with the closing of the Qualifying Transaction the Corporation and MSA are now well capitalized to fast-track the exploration of the Chita Valley project and to continue adding value through its property pipeline."

Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Corporation assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Corporation. Additional information identifying risks and uncertainties is contained in filings by the Corporation with Canadian securities regulators, which filings are available under the Corporation's profile at www.sedar.com.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release. Neither 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 release).

Contact Information

  • Minsud Resources Corp.
    Paul F. Andersen
    Chief Financial Officer and Corporate Secretary
    (416) 947-0464
    (416) 364-8797 (FAX)