Item 8.01. Other Events.
On November 6, 2008, the Board of Directors of CanArgo Energy Corporation
(OSE:CNR; AMEX:CNR) ("CanArgo" or the "Company") resolved to proceed with the
Rights Offering as planned and, to the extent that stockholders do not take up
their Rights, to call upon the Standby Underwriters to comply with their
underwriting obligations. In the event that any Standby Underwriter fails to
comply with its underwriting obligations when called upon to do so, the Company
will at that time consider its options and remedies. Regardless, the shares
already subscribed for by Rights Holders will be issued according to the
previously announced schedule. The Rights Offering will expire on November 11,
2008 in Norway and on November 21, 2008 in the United States. The Rights will no
longer be exercisable in Norway after November 11, 2008 and in the United States
after November 21, 2008 and will have no value.
As previously announced, the Company has been advised by the Standby
Underwriters that they are, or may be, unable or unwilling to fulfill their
underwriting obligations. There are no new developments with regard to the
willingness or capability of the Standby Underwriters to fulfill their
underwriting obligations.
Effective October 24, 2008, in connection with the purchase of Glitnir
Securities AS, the Manager and Norwegian Subscription Agent of the Rights
Offering, from its Icelandic parent by its employees and RS Platou Markets AS, a
firm specializing in shipbroking, financing and sale of ships and other assets
relating to the shipping and offshore oil and gas sector, the firm changed its
name to RS Platou Markets AS. The address and phone numbers of the Manager and
Norwegian Subscription Agent and the terms of its engagement remain the same.
On November 7, 2008, the Company filed its Quarterly Report on Form 10-Q
for the fiscal quarter ended September 30, 2008 (the "Form 10-Q") which,
together with the foregoing, amends and is incorporated by reference into the
Registration Statement on Form S-3 (registration number 333-150625) declared
effective by the Securities and Exchange Commission on October 3, 2008. Rights
holders are urged to review the Form 10-Q and, in particular, "Part I - Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Part II - Item 1A. Risk Factors." On November 10, 2008, the
Company filed with the Oslo Stock Exchange a Supplement to its Norwegian
Offering Circular dated October 3, 2008 reporting the financial results for the
third fiscal quarter of the Company.
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The foregoing does not constitute an offer to sell or a solicitation of an
offer to purchase any securities by the Company which offer can only be made
pursuant to the registration statement filed pursuant to the Securities Act and
declared effective by the Securities and Exchange Commission and in compliance
with all other applicable securities laws and stock exchange rules and
regulations.
CanArgo is an independent oil and gas exploration and production company
with its oil and gas operations currently located in Georgia.