CanArgo Energy Corp. (fka CANRQ)

[cunning plan]

The latest info:

http://www.sec.gov./Archives/edgar/data/310316/000095012310002364/u08168e8vk.htm

Section 1 — Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
See Item 1.03 below regarding the creation of the Liquidating Trust.

Item 1.02. Termination of a Material Definitive Agreement.
See Item 1.03 below regarding the termination of the Debtor-in-Possession Credit Agreement.

Item 1.03 Bankruptcy or Receivership.
As previously disclosed in the Current Report on Form 8-K filed on October 28, 2009 by CanArgo Energy Corporation (the “Company”), on October 28, 2009 the Company filed a voluntary petition seeking relief under Chapter 11 (the “Chapter 11 Case”) of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The Chapter 11 Case is being administered under the caption In re CanArgo Energy Corporation, No. 09-16453. On December 23, 2009 the Bankruptcy Court entered an order approving the Company’s Prepackaged Plan of Reorganization Under Chapter 11 of the Bankruptcy Code in substantially the form of the Prepackaged Plan originally filed on October 28, 2009 (“Modified Plan”).

On January 8, 2010 the Modified Plan was declared effective (the “Effective Date”) and the Company ceased operations and transferred all of its operating assets to Blake Oil & Gas, a company with limited liability organized under the laws of the Bailiwick of Guernsey, British Isles (“Blake O & G”) and established a liquidating trust (“Liquidating Trust”) which will administer the Company’s continuing litigation against certain standby underwriters in the Company’s 2008 rights offering and distribute any net proceeds which may arise therefrom. The Debtor-in-Possession Financing provided by Persistency, a Cayman Islands Company (“Persistency”) has been terminated and all amounts outstanding thereunder have been converted into shares of convertible preferred stock issued by Blake O & G.

As soon as practicable after the Effective Date the Company will be dissolved and the stockholders of record on the Effective Date shall be entitled to receive trust interests as described in the Liquidating Trust agreement, certain creditors of the Company will receive ordinary shares or notes issued by Blake O & G, and Blake O & G will receive a preferred tranche of trust interest as described in the Liquidating Trust agreement. None of the securities issued by the Liquidating Trust or Blake O & G will be registered under the Securities Act of 1933, as amended, or the Securities Exchange of 1934, as amended. The Liquidating Trustee in respect of the Liquidating Trust is Walker Truesdell & Associates, Inc., 380 Lexington Avenue, Suite 1014, New York, NY 10168; Attn: Hobart Truesdell, Sharon Roth; Telecopy: 212-687-0994; Telephone: [phone]; Email: [e-mail]

The trust interests will be issued in uncertificated form, evidenced by notations on the books and records of the Liquidating Trustee. Pursuant to the Liquidating Trust agreement, the trust interests may not be transferred, assigned, pledged or hypothecated by a beneficiary, except subject to the following requirements: (i) to brothers and sisters (whether by the whole or half blood), spouse, ancestors, and lineal descendants of such beneficiary; (ii) any trust or estate in which such beneficiary holds more than a 50% interest of the beneficial interests (excluding contingent interests); (iii) any corporation, partnership, or other organization in which such beneficiary is the beneficial owner of more than 50% of the equity securities (excluding directors’ qualifying shares) so long as the beneficiary and the transferee certify that there is no current intention of changing the direct and indirect ownership of the transferee; (iv) any person or entity that holds directly or indirectly more than 50% of the voting securities of such beneficiary; (v) upon a will or under the laws of descent and distribution; or (vi) upon consent by the Liquidating Trustee. The securities of Blake O & G are also subject to certain restrictions on transfer. This description of the securities to be issued in connection with the Modified Plan is qualified in its entirety by the terms of Modified Plan and the Liquidating Trust.

A copy of the Order declaring the Modified Plan effective, as well as copies of the Modified Plan and the Liquidating Trust Agreement may be obtained via the Bankruptcy Court’s Case Management/Electronic Case Filing system at http://ecf.mdb.uscourts.gov and in paper format at the following address: Bankruptcy Clerk’s Office, U.S. Bankruptcy Court, Alexander Hamilton Custom House, One Bowling Green, New York, NY 10004-1408 (telephone number: [phone]) and the foregoing is qualified in its entirety by the provisions of the Modified Plan and Liquidating Trust Agreement.

Section 2—Financial Information

Item 2.01. Completion or Acquisition or Disposition of Assets.
See Item 1.03 above.

Section 3—Securities and Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As a result of the Modified Plan being declared effective on January 8, 2010, the Company’s common stock, par value $.10 per share, which had been trading in the pink sheets under the symbol “CANRQ”, has ceased trading. See Item 1.03 above.