Vistula Communications
Services, Inc. Announces $16.3 Million Private Placement
Proceeds to be used towards acquisition
of the intellectual property rights for V-Cube™
NEW YORK – May 22, 2006 -- Vistula
Communications Services, Inc. (OTC Bulletin Board: VSTL),
a global supplier of flexible and reliable Voice over Internet
Protocol ("VoIP") services to major telecommunications
carriers and Internet Service Providers, today announced it
has entered into definitive stock and warrant purchase agreements
with a select group of accredited institutional investors
intended to raise gross proceeds of $16.5 million in a private
placement. The transaction is expected to close shortly.
Under the terms of the financing, Vistula will sell an aggregate
of 16.5 million shares of common stock at a price of $1.00
per share. The investors will also receive warrants to purchase
an additional 13.2 million shares of common stock at an exercise
price of $1.00 per share, which will expire in five years.
The shares and warrants will be issued in a private placement
transaction under Regulation D of the Securities of Act of
1933. Vistula is required to file a registration statement
covering the common stock purchased by the investors and the
common stock underlying all warrants within 45 days of the
closing.
This financing will provide the funds necessary for Vistula
to complete its purchase of the intellectual property rights
to the hosted V-Cube™ IP PBX solution, which serves
as Vistula’s core Voice over IP technology offering.
The V-Cube™ solution facilitates full contact communication
services including Voice, Video, Conferencing, Call Contact
Center and IVRS across enterprise IP networks and provides
a centralized administration, provisioning and maintenance
interface. V-Cube™ offers a flexible cost effective
IP Communication solution with Personal Call Control.
About Vistula
Vistula is a telecommunications company providing hosted,
managed VoIP (Voice over Internet Protocol) services to carriers,
cable operators, service providers and transit network operators.
Vistula features solutions that enable telecommunications
providers to rapidly deploy VoIP services over converged infrastructure
through an integrated applications suite. Vistula has already
signed Telstra Global business unit, as well as IUSACom in
Mexico, among many other international carriers and ISPs that
have installed or are currently testing the V-Cube(TM) platform.
Vistula trades on the OTCBB under the symbol: VSTL. For more
information visit: http://www.vistula.com.
This announcement shall not constitute an offer to sell or
a solicitation of an offer to buy any of these securities.
This press release is being issued pursuant to and in accordance
with Rule 135c under the Securities Act.
This press release contains certain forward-looking statements
within the meaning of the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995, which
reflect management's expectations regarding future events
and speak only as of the date hereof. Our actual results,
performance or achievements may differ significantly from
the results, performance or achievements discussed in or implied
by the forward-looking statements. Factors that could cause
such a difference include material changes in our business
or prospects, difficulties obtaining financing to fund our
operations, failure to establish brand recognition for our
products, failure to retain existing customers or attract
new customers, failure to compete effectively in our industry,
general market and economic conditions, and other factors
that are detailed from time to time in Vistula's SEC reports,
including those detailed in our Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2005. Vistula disclaims
any intent or obligation to update any forward-looking statements.
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