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October 2005Source Energy and Vista.com
announce merger agreement
Salt Lake City, Utah --
(October 24, 2005) -- Source Energy Corporation, a Utah corporation
(“Source Energy”) (OTCBB: SRCX), and Vista.com, Inc., a Washington
corporation (“Vista”), today announced the signing of a definitive
merger agreement.
Pending approval by the
shareholders of Vista, Source Energy will acquire all of the issued and
outstanding shares of Vista in a stock-for-stock transaction. As
approved by the boards of directors of each company, the merger
agreement calls for the exchange of all outstanding shares of Vista
common stock for 15,966,838 share of Source Energy common stock, or
approximately 97.5% of Source Energy’s post-merger outstanding common
stock. Source Energy will also assume all of Vista’s outstanding
options, warrants and convertible promissory
notes.
Upon completion of the merger, the combined
company will be led by the former executive management team and board
of directors of Vista. The combined company’s business will focus on
offering integrated Internet technology solutions to small
businesses.
“This merger will accelerate our
strategic growth plans by providing access to public capital markets
for funding corporate expansion and potential acquisition activity,”
said John Wall, who will become the chairman and chief executive
officer of the combined company. “Today, we’ve taken an important step
towards fulfilling our promise of providing small businesses with the
resources they need to efficiently run and grow their everyday
business.”
The companies expect the merger to close
in November 2005.
About Source
Energy
Source Energy has been in the business of oil
and gas exploration and production.
About
Vista
Headquartered in Redmond, WA, Vista offers
integrated Internet technology solutions designed to help small
businesses grow their revenues, reach and serve consumers, and run
everyday operations. Vista integrates its core services and products on
a proprietary Internet technology platform—a place where small
businesses effectively reach and serve their consumers, efficiently
conduct operations and transactions, and seamlessly access vital
information about their consumers, business, and partners. For more
information on Vista, go to www.vista.com
Vista.com is a
registered trademark of Vista.com,
Inc.
(more)
This press release
does not constitute an offer of any securities for
sale.
***
This press release contains
statements and information about management’s view of the Company’s
future expectations, plans and prospects that constitute
forward-looking statements for purposes of the safe harbor provisions
under the Private Securities Litigation Reform Act of 1995. These
statements are subject to risks and uncertainties that could cause
actual results and events to differ materially from those anticipated,
including risks and uncertainties associated with the possibility that
the merger may not close, the realization of anticipated benefits of
the transaction, general economic conditions, the combined company’s
inability to sufficiently anticipate market needs and develop products
and product enhancements that achieve market acceptance, higher than
anticipated expenses the combined company may incur in future quarters,
and the combined company’s working capital deficit and its ability to
continue as a going concern.
Media & Analyst
Contacts:
Source Energy:
Craig
Carpenter
Source Energy Corporation
3040 Granite
Meadow Lane
Sandy, Utah 84092
(801)
943-5490
Vista.com:
Bob
Silver
Sr. Vice President / GM Seattle
MWW
Group
1809 7th Avenue, Suite 600
Seattle, WA
98101
206-689-8505
206-355-2993 cell
bsilver@mww.com
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