PLANO, TX, April 19, 2012 /PRNewswire/ - Baby All Corp. (OTCBB: BABAD.OB) announced today that it has signed a Letter of Intent ("LOI") with Santa Fe Operating, Inc. The LOI is for the exchange of shares of Baby All Corp, a Delaware Corporation ("BABAD"), for all of the issued and outstanding shares of Santa Fe Operating, Inc., a Delaware Corporation ("Santa Fe"), and related matters.
It is contemplated that the stockholders of Santa Fe would be issued a minimum of 33,478,261 shares of BABAD Common Stock and no more than 44,478,261 shares of BABAD Common Stock would be outstanding after such issuance if Santa Fe successfully completes an offering of its common stock resulting in gross proceeds of at least $2,500,000 prior to the deduction of any expenses related thereto. Additionally, shareholders of Santa Fe would be issued warrants to purchase 6,773,106 shares of BABAD common stock.
The closing of the proposed transaction is subject to the satisfactory completion of due diligence, the completion of definitive documents and the approval by the Boards of Directors of both BABAD and Santa Fe. At closing, Santa Fe's management will assume management of BABAD and a majority of directors of BABAB will be directors nominated by Santa Fe.
About Baby All Corp.
Baby All Corp. is a Delaware corporation in the development stage and has not commenced operations. The business plan of the Company is to seek third party entities interested in licensing the rights to manufacture and market the patent design of an "Infant medicine dispenser".
About Santa Fe
Santa Fe Operating, Inc. is a development stage exploration oil and gas company led by an experienced management team and focused on exploration and production of oil and natural gas. The business plan is to acquire oil and gas properties for exploration and development giving priority to projects with near-term cash flow potential.
Cautionary Note Regarding Forward-Looking Statements
The company's presentation will contain forward-looking statements that involve risks and uncertainties, including the Company's beliefs about its business prospects and future results of operations. Some factors that could cause actual results to differ materially include economic and operational risks, changes in anticipated earnings, continuation of current contracts, and other factors detailed in the Company's filings with the Securities and Exchange Commission, including its most recent Forms 10-KSB and 10-QSB. The Company forecasts provided are dynamic and therefore refer only to this release date. The Company does not undertake to update any forecasts that it may make available to the investing public.
SOURCE Baby All Corp.