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April 2005Source Energy Corp. Announces
Letter of Intent to Acquire Vista.com Inc. SALT
LAKE CITY --(Business Wire)-- April 22, 2005 -- Source Energy Corp., a
Utah corporation ("Source Energy" or the "company") (OTCBB: SRCX),
announced the execution of a letter of intent to acquire Vista.com
Inc., a Washington corporation ("Vista"), entered into on April 19,
2005.
Source Energy and Vista have entered into a
non-binding agreement regarding the acquisition of Vista, and have
agreed to negotiate the terms of a definitive acquisition agreement.
Pending the approval of the definitive acquisition agreement by the
boards of directors of Source Energy and Vista, and Vista shareholder
approval for the transaction, Source Energy will acquire Vista in a
merger, by exchanging one share of Source Energy common stock for each
share of Vista common stock outstanding at the time of the merger and
assuming all of Vista's outstanding options, warrants and convertible
securities. Vista presently has outstanding approximately 10,550,000
shares of common stock and 2,800,000 options, warrants and convertible
securities.
Upon completion of the merger, Vista
will operate as a wholly owned subsidiary of Source Energy. The new
company will be led by the management team and board of directors from
Vista. Other executive management positions and members of the board of
directors may be designated prior to the closing of the transaction. If
the parties enter into the definitive acquisition agreement, the merger
will be subject to the completion of due diligence and other customary
closing conditions. There is no assurance this transaction will be
completed.
In connection with the merger, Vista
would pay a fee of $300,000 and 500,000 shares of Vista common stock,
which shares would be exchanged in the merger for Source Energy common
stock, to Jensen Services Inc. and Craig Carpenter, president, director
and the majority shareholder of Source Energy, as consideration for the
payment and indemnification of all liabilities of Source Energy arising
prior to the closing, except for $75,000 currently owed to
Carpenter.
About Source
Energy
The company has been in the business of oil
and gas exploration and production.
About
Vista
Vista operates a small business Internet
interchange that delivers affordable Web services to small business
owners. The Vista Internet interchange enable customers to promote
their business with local and national search engine marketing
campaigns, sell their products through an integrated online store,
process credit card and electronic check transactions, complete
point-of-sale transactions, build ongoing relationships with their
customers, and measure and manage their business transactions. Vista's
goal is to help small businesses benefit from technology innovations
that make it easier to attract new customers, sell more products and
build stronger customer relationships. For more information on Vista's
business, please visit its Web site at www.vista.com.
This press
release does not constitute an offer of any securities for
sale.
This press release contains certain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. These forward-looking statements involve certain risks and
uncertainties that could cause actual results to differ, including,
without limitation, the company's limited operating history and history
of losses, the inability to successfully market the company's products
and technology, the inability to successfully obtain further funding,
the inability to raise capital on terms acceptable to the company, the
inability to achieve commercial acceptance of the company's products
and technology, the inability to compete effectively in the
marketplace, the inability to improve or implement effective systems,
procedures and controls, the strength of the company's intellectual
property and those of the company's competitors, the inability to
protect the company's intellectual property, the inability to attract,
train and retain key personnel, the inability to complete the merger
with Vista.com Inc. and such other risks that could cause the actual
results to differ materially from those contained in the company's
projections or forward-looking statements. All forward-looking
statements in this press release are based on information available to
the company as of the date hereof, and the company undertakes no
obligation to update forward-looking statements to reflect events or
circumstances occurring after the date of this press
release.
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