Rattlesnake Ventures Inc.
TSX VENTURE : RVI.P

November 23, 2010 13:50 ET

Rattlesnake Ventures Announces Transfer to NEX and Extension of Qualifying Transaction With the Fanotech Group

TORONTO, ONTARIO--(Marketwire - Nov. 23, 2010) -

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

All amounts in Canadian Dollars

Rattlesnake Ventures Inc. ("Rattlesnake" or the "Company") (TSX VENTURE:RVI.P), a capital pool company announced today its listing on the TSX Venture Exchange will transfer to the NEX effective Wednesday, November 24, 2010. The trading symbol of the Company will change from RVI.P to RVI.H. Trading in the Company's shares will remain suspended. 

Extension of Agreement with Fanotech Group

Rattlesnake is also pleased to announce that it has extended until November 29, 2010 the previously announced letter of intent with the Fanotech group of companies (the "Fanotech Group"), which sets out the principal terms and conditions pursuant to which it is intended that Rattlesnake and the Fanotech Group 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 Industrial Issuer pursuant to the policies of the Exchange. The Proposed Transaction will be an arm's length transaction as the directors and officers of Rattlesnake presently have no interest in the Fanotech Group. 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 THE FANOTECH GROUP (www.Fanotech.ca)

The Fanotech Group includes Fanotech Enviro Inc., Fanotech Waste Equipment Inc., Fanotech Enterprises Inc., and Fanocorp Ltd. The Fanotech Group was established on May 18, 1993 by Gabriele Tomassoni and currently operates in facilities located in Bracebridge, Ontario and Huntsville, Ontario. The Fanotech Group is in the business of manufacturing industrial containers and mobile products for the waste industry. The Fanotech Group has grown to be the recognized leader in terms of design and performance of waste management equipment in Ontario and Quebec. 

THE PROPOSED QUALIFYING TRANSACTION

Consolidation of Rattlesnake Shares

Prior to the completion of the Proposed Transaction, Rattlesnake will have amended 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 approximately 2.4 million 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 any outstanding warrants. It is presently expected that all outstanding options and warrants of Rattlesnake will be exercised in advance of closing the Proposed Transaction.

Proposed Transaction

Rattlesnake will issue 20,000,000 Rattlesnake Shares to the shareholders of the Fanotech Group in exchange for 100% of the issued and outstanding shares of Fanotech Enviro Inc., Fanocor Enterprises Inc., Fanotech Waste Equipment Inc. and Fanocorp Ltd. by way of an amalgamation, plan of arrangement, share exchange or other similar form of transaction. The Rattlesnake Shares will be issued at an ascribed value of $0.30 per share. The Proposed Transaction will represent a reverse takeover of Rattlesnake by the Fanotech Group.

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) entering into of a definitive agreement by Rattlesnake and the Fanotech Group on or before November 29, 2010 (the "Definitive Agreement"); (ii) completion of satisfactory due diligence by each of Rattlesnake and the Fanotech Group; (iii) the approval of the Proposed Transaction by each of Rattlesnake and the Fanotech Group's respective board of directors; (iv) the receipt of any required approvals of the shareholders of Rattlesnake and the Fanotech Group; (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; and (vi) certain other conditions typical in a transaction of this nature. Further details of the Proposed Transaction will be available in a subsequent press release.

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 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 are suspended, will remain suspended until the Proposed Transaction is completed. 

Stock Options

It is intended that the Resulting Issuer will grant up to 2,000,000 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 $0.30 for the Stock Options.

Name Change

It is intended that the Resulting Issuer will be re-named "Fanocorp Ltd." 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 22.4 million Rattlesnake Shares are anticipated to be issued and outstanding.

Control Position

The Fanotech Group of companies manufactures a comprehensive line of waste handling products ranging from transfer station compactors, trailers, mobile equipment and garbage disposal bins. The business operates from two facilities located in Bracebridge and Huntsville, Ontario. The Fanotech Group was started by Gabriele Tomassoni over forty years ago (1993 in paragraph above). Following the completion of the Proposed Transaction, Gabriele Tomassoni and his wife, Laura Tomassoni, both of Bracebridge Ontario, will each be a control person of the Fanotech Group.

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 include the following individuals:

Directors

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), Gate-to-Wire Solutions Inc. (PINK SHEETS:GWIR), Wireless Age Communications Inc. (PINK SHEETS:WLSA) and Lumonall, Inc. (PINK SHEETS:LUNL).

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 is has served as a founder, director, officer and investor. 

NEX LISTING

On August 23, 2010, Rattlesnake was notified of requirement to either complete a Qualifying Transaction by the issuance of a final exchange bulletin or transfer to NEX or delist its shares from the TSXV on or before November 22, 2010. Rattlesnake did not expect to complete the Qualifying Transaction described above prior to the November 22, 2010 deadline. Rattlesnake called a special meeting of shareholders on November 12, 2010 whereshareholder approval to transfer to NEX was granted. 

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 the Fanotech Group was supplied by Rattlesnake and the Fanotech Group, respectively, for inclusion herein, and Rattlesnake and its directors and officers have relied on the Fanotech Group 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
    Fanocorp Ltd.
    John G. Simmonds
    Chairman and Chief Executive Officer
    (905) 833-2451
    (905) 833-9847 (FAX)