UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 12, 2006
CANARGO ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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001-32145
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91-0881481 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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CanArgo Energy Corporation
P.O. Box 291, St. Peter Port
Guernsey, British Isles
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GY1 3RR |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (44) 1481 729 980
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
The matters discussed in this Current Report on Form 8-K include forward looking statements,
which are subject to various risks, uncertainties and other factors that could cause actual results
to differ materially from the results anticipated in such forward looking statements. Such risks,
uncertainties and other factors include the uncertainties inherent in oil and gas development and
production activities, the effect of actions by third parties including government officials,
fluctuations in world oil prices and other risks detailed in the Company’s Reports on Forms 10-K
and 10-Q filed with the Securities and Exchange Commission. The forward-looking statements are
intended to help shareholders and others assess the Company’s business prospects and should be
considered together with all information available. They are made in reliance upon the safe harbor
provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Company cannot give assurance that the results
will be attained.
Section 3 — Securities and Trading Markets
Item 3.02. Unregistered Sales of Equity Securities.
Effective October 12, 2006, CanArgo Energy Corporation (AMEX: CNR; OSE: CNR) (“CanArgo” or the
“Company”) issued an aggregate of 12,263,368 shares (“Shares”) of common stock, par value $0.10 per
share, in connection with a private placement in Norway intended to qualify for the exemption from
registration afforded by Section 4(2) of The Securities Act of 1933, as amended (“Securities Act”)
and Regulation S promulgated under the Securities Act, for aggregate gross proceeds of NOK
(Norwegian Kroner) 111,596,239 ($16,687,039 equivalent based upon a conversion rate of NOK 6.6876
per dollar) before placing fees and expenses estimated at NOK 6,695,774 ($1,001,222 equivalent).
CanArgo has agreed to register the Shares for resale under the Securities Act. As a result of the
delays incurred in registering the Reg. S Shares we have paid subscribers a cash liquidity penalty
of 5% of the subscription price of their Shares in the aggregate amount of NOK 5,579,812 ($834,352
equivalent). The net proceeds of the placement will be used by the Company for working capital;
future capital expenditures in Georgia, including, without limitation, securing drilling equipment;
and other related activities.
Section 9—Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Exhibit Description
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4.1
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Form of Subscription Agreement dated as of September 19, 2006 by and between CanArgo Energy
Corporation and the Purchaser named therein. |
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