MSA Mesa Exploration Corp

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.H) a capital pool
company listed on the NEX Exchange (the "Exchange") is pleased to announce that
it has entered into a letter of intent dated December 24, 2010 with Minsud
Resources Inc. ("Minsud"), that sets out the basic terms and conditions pursuant
to which it is intended that Rattlesnake and Minsud 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 2 Mining Issuer pursuant to the requirements 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 Minsud.
It is intended that the Proposed Transaction shall take place by way of an
amalgamation, arrangement, share exchange or other similar form of transaction.


ABOUT MINSUD

Minsud is a private company headquartered in Toronto, Ontario and was
incorporated on August 12, 2010 under the Business Corporations Act (Ontario).
Minsud intends to acquire prior to closing of the Proposed Transaction not less
than 95% of Minera Sud Argentina S.A. ("MSA"), a private Argentinean company. In
addition, Minsud intends to own an option to purchase the remaining 5% of MSA.


MSA is presently owned by six shareholders and is controlled by Compania de
Tierras Sud Argentina S.A. ("CTSA"). CTSA is a private subsidiary (incorporated
in Argentina) wholly owned by the Benetton family through private Italian
holding companies.


MSA controls highly prospective properties in the favourable Argentinean mining
provinces of San Juan and Santa Cruz.


In San Juan, MSA consolidated the District Mining of Chita Valley by signing
three adjacent Option Agreements for properties in the heart of a low
sulphidation and porphyry system which cover 12,900ha plus 4,500ha claimed but
not yet granted. 


Among a total of 100,000ha covered by claims and mining concessions at
Patagonia, MSA has two strategically located exploration projects in Santa Cruz.
The La Rosita project is 10km away from Coeur D'Alene Mines Corporation's Mina
Martha property and the San Antonio project is located on regional trend and
approximately 40km northwest of the Cerro Vanguardia mine.


The Proposed Transaction

Prior to the completion of the Proposed Transaction, Rattlesnake will effect the
consolidation of its common shares such that each two (2) pre-consolidation
common shares will become one (1) post-consolidation common share (each an
"Rattlesnake Share") such that there will be issued and outstanding 2,810,500
Post-Consolidation common shares of Rattlesnake. 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 assumed that all
outstanding options and warrants will be exercised in advance of the Proposed
Qualifying Transaction.


Prior to the completion of the Proposed Transaction Minsud will have entered
into a definitive agreement with the shareholders of MSA, as a result of which,
the shareholders of MSA will have exchanged, prior to the closing date, a
sufficient amount of their shares of MSA, which as of the date hereof amount to
a total of 10,852,000 shares, for shares of Minsud so that, after the completion
of such exchange, Minsud shall become the owner of at least 95% of the total
number of issued and outstanding shares of MSA (the "MSA Swap"), and will
receive from the remaining shareholder(s) an irrevocable option to buy the
remaining 5% of the total number of issued and outstanding shares of MSA at the
same price and an irrevocable covenant to not divest or encumber such shares.
The MSA Swap will represent a reverse takeover of Minsud by MSA. 


Share Exchange

Rattlesnake will issue 18,000,000 Rattlesnake Shares to Minsud in exchange for
100% of its issued and outstanding shares. Following the share exchange and the
Brokered Private Placement, described further below, it is estimated that
approximately 20% of the Resulting Issuer will be owned by CTSA at closing or
13.22% on a fully diluted basis. This transaction will represent a reverse
takeover of Rattlesnake by Minsud. 


Sponsorship

Rattlesnake intends to make an application to the Exchange for an exemption from
the sponsorship requirements in connection with the Proposed Transaction. There
is no assurance that such exemption will be granted. Trading in Rattlesnake
common shares are presently suspended. It is uncertain whether the shares of
Rattlesnake will resume trading until the Proposed Transaction is completed and
approved by the Exchange.


Stock Options

It is intended that the Resulting Issuer will grant 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. The number of Stock Options will
equal 10% of the issued and outstanding shares of the Resulting Issuer. The
Stock Options will be issued at a price which is the greater of the Brokered
Private Placement or the price per share of the Proposed Transaction.


Name Change

It is intended that the Resulting Issuer will be named "Minsud Resources 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).


PROPOSED BROKERED PRIVATE PLACEMENT 

Brokered Private Placement

The Proposed Transaction will be completed contemporaneously with a brokered
equity offering (the "Brokered Offering"). Portfolio Strategies Securities Inc.
("PSSI") has executed a preliminary agreement, which is subject to satisfactory
due diligence and the completion of a formal agency agreement, and has agreed to
act as agent for and on behalf of the Resulting Issuer pursuant to the Brokered
Offering to raise, on a commercially reasonable efforts basis, gross proceeds of
$5,000,000 from the sale of units (the "Private Placement Units") at a price of
not less than $0.40 per Private Placement Unit. 


Each Private Placement Unit will consist of one common share and one
non-transferable common share purchase warrant (a "Warrant"), with each Warrant
entitling the holder thereof to purchase one additional common share at $0.60
per common share for a period of 24 months from the date that the Proposed
Transaction closes. 


PSSI will receive a cash commission equal to 8% of the gross proceeds received
by from the sale of the Private Placement Units as well as agent's options to
acquire that number of common shares equal to 8% of the number of Private
Placement Units sold under the Brokered Offering. These agent's options will
have a price equal to the price of the Private Placement Units. PSSI will also
receive reimbursement for its reasonable out-of-pocket fees and expenses in
connection with the Brokered Offering and a $25,000 work/success fee, such fee
to be payable on closing.


The proceeds from the Brokered Offering will be used by the Resulting Issuer for
exploration of the MSA properties and general working capital requirements.
Additional amounts have been allocated for costs required to complete the
Proposed Transaction and for unallocated working capital. There may be
circumstances where, for sound business reasons, a reallocation of funds may be
necessary in order for the Resulting Issuer to achieve its business objectives.


Capitalization of the Resulting Issuer

Following the completion of the Proposed Transaction and assuming completion of
the maximum number of Private Placement Units sold under the Brokered Offering,
approximately 33.3 million Rattlesnake Shares are anticipated to be issued and
outstanding. Following the completion of the Proposed Transaction and assuming
completion of the maximum number of Private Placement Units sold under the
Brokered Offering, approximately 16.8 million Rattlesnake options and warrants
are anticipated to be 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:


David G. Wahl, P. Eng, P.Geo, ICD.D - Managing Director and Director Nominee 

Mr. Wahl is the Managing Director of Southampton Associates-Consulting Engineers
& Geoscientists with 45 years experience. Mr. Wahl is a Director of several
Canadian public and private mining companies and is a member of the Institute of
Corporate Directors. 


Carlos Massa - CEO, COO and Director Nominee 

Mr. Massa is an accountant with 30 years of experience in banking and private
equity funds and was one of the founders of Latin American Minerals Inc. Over
the past five years, Mr. Massa, as CEO and Director, successfully guided the
steady growth of MSA and, in doing so, contributed to the company's
capitalization through asset generation.


Roberto Milanese - Vice President Exploration 

Mr. Milanese is an exploration geologist with 20 years experience. Mr. Milanese
served as exploration geologist for Minas Argentinas S.A. and El Desquite S.A.,
and was responsible for the recognition of a discovery at the Esquel Gold
Deposit.


Alberto F. Orcoyen - Chairman and Director Nominee 

Mr. Orcoyen has a degree in Industrial Engineering from the University of Buenos
Aires and a MBA from the Harvard Business School. Throughout his eminent career
he has held senior management positions with various industrial companies and
financial institutions including the Bank of Boston, Chase Manhattan Bank and
the Techint Group.


In 1992, Mr. Orcoyen joined the Miguens Bemberg Group, which among other
businesses was a joint venture partner with Brancote Holdings plc of London and
was the 50% owner of Minera El Desquite S.A., a private junior company, that
discovered the high grade Esquel gold deposit in 1997, which was later acquired
by Meridian Gold in 2002 for USD$311 million in total value-the acquisition was
estimated at USD$100 per in-situ reserves plus resources at that time.


Diego Eduardo Perazzo - Director Nominee 

Mr. Perazzo is an accountant with extensive experience in all aspects of
Corporate Finance. He was Chief Financial Officer at one of the largest family
controlled companies in Argentina, the Fortabatt Group. During the past 15 years
he has worked at Compania de Tierras Sud Argentina S.A., a subsidiary of the
Benetton Group in Argentina, a diversified holding company involved in ranching.
He is a founder and President of MSA.


Charles Beaudry P.Geo: - Director Nominee 

Mr. Beaudry is a seasoned mining executive with over 30 years experience in
project generation, business development, exploration geochemistry and hands on
project management including acting as Country Manager in Brazil for Noranda
Inc. from 1996 to 2001. Over his distinguished career he has participated in the
discovery of a number of significant deposits for Agip Canada Inc., Aur
Resources Inc. and Noranda/Falconbridge. Until recently he was General Manager
for New Opportunities for IAMGOLD where he headed the world-wide search for new
acquisition opportunities and established a new exploration office in Colombia. 


Scott F. White, Director Nominee 

Mr. White is presently Chief Executive Officer and a director of Rattlesnake. He
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. 


Prior to the completion of the Proposed Transaction, it is intended that
Rattlesnake's current Chief Financial Officer will resign and that a new Chief
Financial Officer will be appointed.


The completion of the Proposed Transaction and the Brokered Offering are 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
completion of the MSA Swap transaction (ii) the entering into of a definitive
agreement by Rattlesnake and Minsud on or before February 28, 2011 (the
"Definitive Agreement"); (iii) completion of satisfactory due diligence by each
of Rattlesnake and Minsud; (iv) the approval of the Proposed Transaction by each
of Rattlesnake's and Minsud's respective board of directors; (v) the approval of
the shareholders of Minsud; (vi) completion of the Brokered Offering; (vii)
approval from the Exchange to list the Resulting Issuer's shares; (viii) 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 (ix) certain other conditions typical in a transaction of this
nature.


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


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.


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.

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