It's time to rumble. This sleeping baby could have potential. Looks like they have an agreement that the note will not be converted into shares, so no dilution.
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Form 8-K for CANARGO ENERGY CORP
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16-Jan-2009
Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financi
Item 1.01 Entry into a Material Definitive Agreement
On June 28, 2006 CanArgo Energy Corporation, ("CanArgo"), entered into a Notes Purchase Agreement ("the Purchase Agreement") with Persistency Capital ("Persistency") relating to the 12% Subordinated Convertible Guaranteed Notes, due June 28, 2010 (the "Subordinated Notes").
On January 16 , 2009 CanArgo entered into a further agreement (the "Agreement") with Persistency whereby Persistency agrees and covenants that prior to April 20, 2009, absent the Company's consent, or an event of default which results in the Subordinated Notes becoming immediately due and payble, or a Change of Control as defined in the Purchase Agreement (other than as a result of a transaction with Persistency or its affiliate), it will not convert or exchange, or seek to convert or exchange, any or all of the Subordinated Notes into shares of Common Stock of the Issuer, or into any other security convertible or exchangeable into shares of Common Stock of the Issuer, pursuant to Section 11.7 of the Note Agreement.
A copy of the Agreement is attached hereto as Exhibit 10.1.
Item 7.01. Regulation FD Disclosure.
January 16, 2009 - Guernsey, British Isles - CanArgo Energy Corporation ("CanArgo" or the "Company") (OSE: CNR, NYSE ALTERNEXT: CNR.BC) today announced that the Company has filed a lawsuit with the Oslo Conciliation Board, as court of first instance in Oslo, Norway, against Caldwell Associates Limited, Provincial Securities Limited and Heritage Cie S.A., three of the underwriters of the Company's recent rights offering.
The defendant parties have not given notification that they are represented by legal attorneys in the matter. CanArgo is therefore, under Norwegian law, required to bring the lawsuit before the Conciliation Board, instead of directly in the Oslo District Court. The Conciliation Board may however refer the matter to the Oslo District Court.
CanArgo is in preliminary settlement discussions with certain of the other five underwriters (who in aggregate account for $5m of the total $24.2m underwriting commitments) and accordingly at this time has not filed a complaint against those five underwriters.
CanArgo is an independent oil and gas exploration and production company with its oil and gas operations currently located in Georgia.
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.
A copy of the Press Release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Exhibit Description
10.1 Agreement dated January 16, 2009 between CanArgo Energy Corporation and
Persistency.
99.1 Press Release dated January 16, 2008 issued by CanArgo Energy
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