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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