SOURCE: Digital Ecosystems Corp.

February 13, 2006 09:00 ET

Digital Ecosystems Signs Definitive Agreement With GSL Energy

BELLINGHAM, WA -- (MARKET WIRE) -- February 13, 2006 -- Digital Ecosystems Corp. ("Digital") (OTC BB: DGEO) is pleased to announce today that it has entered into a definitive agreement with GSL Energy Corporation ("GSL"), a Maryland corporation, for the purpose of acquiring at least 80% of the issued and outstanding shares of GSL. Pursuant to the terms of the agreement and subject to closing, 100,000,000 shares of GSL's issued and outstanding common stock held by certain of GSL's stockholders will be converted on a one for one basis into shares of Digital's common stock (the "Exchange"), and Digital will assume the obligations of GSL to issue additional shares of the common stock of GSL pursuant to options issued under GSL's stock option plan, certain agreements entered into by GSL, and GSL's convertible debentures and convertible notes outstanding.

GSL presently has 103,241,000 shares of its common stock issued and outstanding, and has options, convertible debentures and convertible notes outstanding to acquire additional shares of the common stock of GSL. Upon closing of the Exchange, Digital will own and operate the assets of GSL and change its business to that of GSL. Closing of the Exchange is subject to a number of conditions, including the following: (i) satisfactory completion of due diligence by both parties; and (ii) delivery of financial statements of GSL required under securities laws.

Digital President G. Leigh Lyons stated, "We are excited by the potential of the GSL assets and properties and are anxious to begin development activities on these new assets. In particular, we look forward to drilling and developing the GSL acreage in the Piceance Basin -- in my opinion, one of the more exciting onshore plays in North America at the moment. With the continued cooperation and effort of both management teams we anticipate and look forward to the closing of this transaction."

About GSL Energy Corporation

GSL is a global oil and gas exploration and production company that has acquired primarily unconventional oil and natural gas prospects in North America and Australia. These GSL mineral assets include approximately 17,000 net mineral acres in the Piceance Basin of Colorado. The Piceance Basin is one of the most active natural gas regions in the Rocky Mountains with established gas production. GSL expects to proceed with a 25 well drilling program in the Piceance Basin with operations scheduled to commence in the second quarter of 2006. The Piceance Basin is an active natural gas production region with more than 5,800 active oil and gas wells.

Forward-Looking Statements:

This press release contains forward-looking statements, particularly as related to, among other things, Digital's business strategy. The words or phrases "would be," "will allow," "intends to," "may result," "are expected to," "will continue," "anticipates," "expects," "estimate," "project," "indicate," "could," "potentially," "should," "believe," "considers" or similar expressions are intended to identify "forward-looking statements." Actual results could differ materially from those projected in the forward-looking statements as a result of a number of risks and uncertainties. Such forward-looking statements are based on current expectations, involve known and unknown risks, a reliance on third parties for information, and other factors that may cause Digital's actual results, performance or achievements, or developments in its industry, to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from anticipated results include risks and uncertainties related to our ability to consummate the acquisition of GSL, general economic conditions and other factors that are detailed in Digital's Quarterly and Annual Reports and other documents Digital files from time-to-time with the Securities and Exchange Commission. Statements made herein are as of the date of this press release and should not be relied upon as of any subsequent date. Digital cautions readers not to place undue reliance on such statements. Digital does not undertake, and specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement and there is no assurance that the stated transitions will be completed. Actual results may differ materially from Digital's expectations and estimates.


Digital Ecosystems Corp.

Gregory L. Lyons, President

Contact Information

  • Investor Relations Contact:
    Brad Long