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Microcap & Penny Stocks : Tokyo Joe's Cafe / Anything goes

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To: Joe Copia who wrote (27323)	6/24/1998 8:23:00 PM
From: Zakattack	Read Replies (2) of 34592

GARN... News! biz.yahoo.com Wednesday June 24, 5:00 pm Eastern Time Company Press Release SOURCE: Garnet Resources Corporation Garnet and Aviva Announce Signing of Merger Agreement DALLAS, June 24 /PRNewswire/ -- Garnet Resources Corporation (OTC Bulletin Board: GARN - news) and Aviva Petroleum Inc. (Amex: AVV; London: AVP) announced today that they have signed an Agreement and Plan of Merger. Shareholders of Garnet will receive one share of Aviva common stock for each ten shares of Garnet common stock that they hold. Garnet shareholders holding less than l,000 Garnet shares or who would receive fractional Aviva common shares after the exchange will receive cash in the amount of $0.02 for each Garnet share held. Garnet shareholders entitled to receive Aviva common stock will be issued one Aviva depositary share for each five shares of Aviva common stock that they receive as a result of the merger. The Aviva depositary shares trade on the American Stock Exchange under the symbol ''AVV''. Aviva also announced that it has entered into Debenture Purchase Agreements with the holders of $15 million in principal amount of Garnet's outstanding 9 1/2% Convertible Subordinated Debentures due December 21, 1998, providing for the acquisition of the Debentures for an aggregate of approximately 12.9 million shares of Aviva common stock. The acquisition of the Debentures is a condition to Aviva's obligation to consummate the merger. Aviva has reached agreement in principle with its bank lender regarding the terms of a $15 million credit facility. The loan proceeds will be used to refinance the outstanding bank debt of Aviva and Garnet. The refinancing of such bank debt is also a condition of Aviva's obligation to consummate the merger. Completion of the merger is planned to take place during the third quarter of this year and is subject to various contingencies including the execution of a definitive credit agreement and the approval of the merger by the shareholders of Aviva and Garnet. A Joint Proxy Statement, to be filed shortly with the Securities and Exchange Commission, will be sent to shareholders of both companies prior to special meetings of the shareholders of each company to be called at a later date. Garnet is engaged in international oil and gas exploration and production activities, principally in Colombia and Papua New Guinea, and conducts its operations in Colombia through its subsidiary Argosy Energy International. SOURCE: Garnet Resources Corporation

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