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CNR > SEC Filings for CNR > Form 8-K on 5-Dec-2008All Recent SEC Filings

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Form 8-K for CANARGO ENERGY CORP


5-Dec-2008

Regulation FD Disclosure, Financial Statements and Exhibits


Item 7.01. Regulation FD Disclosure.
December 4, 2008 - Guernsey, British Isles - CanArgo Energy Corporation ("CanArgo" or the "Company") (OSE: CNR, AMEX:CNR) today provided an update in relation to the underwriting of its rights offering (the "Rights Offering") of 242,107,390 new shares (the "New Shares") of common stock in CanArgo. Prior to the launch of the Rights Offering, the Company entered into several and not joint underwriting agreements with a group of eight foreign private investors (Caldwell Associates Limited, Provincial Securities Limited, Heritage Cie S.A., Salahi Öztürk, Osman Necdel Turkay, Hasan Gürhan Berker, Fezvi Bozer and Hasip Buldanlio?lu, together the "Standby Underwriters") regarding underwriting of New Shares not subscribed by the rights holders under the Rights Offering, up to a maximum aggregate amount of 242,000,000 New Shares. Following the closure of the Rights Offering and the subscription thereunder by rights holders for a total of 12,348,303 New Shares, CanArgo, on November 25, 2008, notified the Standby Underwriters in writing of the results of the Rights Offering and of the Standby Underwriters' obligation to subscribe, in the pro rata amount of their respective underwriting commitments, for the additional 229,759,087 unsubscribed for New Shares within seven business days of such notification. That seven business day period has now expired and none of the Standby Underwriters have subscribed for any New Shares.
The Company is therefore considering its position and, in particular, the option of commencing legal proceedings against the Standby Underwriters for failure of the Standby Underwriters to comply with their underwriting obligations. CanArgo is an independent oil and gas exploration and production company with its oil and gas operations currently located in Georgia. A copy of the Press Release is attached hereto as Exhibit 99.1, The information in this item 7.01 (including its exhibit) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to liability of that section. The information in this report (including its exhibit) shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:

Exhibit No. Exhibit Description

99.1 Press Release dated December 4, 2008 issued by CanArgo Energy Corporation.

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