8-K

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 20, 2008

CANARGO ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-32145	91-0881481
(State or other jurisdiction Of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

CanArgo Energy Corporation P.O. Box 291, St. Peter Port
Guernsey, British Isles	GY1 3RR
(Address of principal executive offices)	(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))

TABLE OF CONTENTS

Exhibit 1.1

Exhibit 99.1

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 1—Registrant’s Business and Operations

Item 1.01. Entry into a Material Agreement

          On October 20, 2008, the Company entered into eight separate amendment agreements (each an “Amendment Agreement”) in terms of which the Company and the standby underwriters to the Company’s Rights Offering (“Standby Underwriters”) agreed to amend the terms of the eight standby underwriting agreements entered into between the Company and the Standby Underwriters on or about July 24, 2008 (“Standby Underwriting Agreements”). In terms of the Amendment Agreements, each of which is in substantially similar form, the parties agreed that the subscription period for the Rights Offering would be extended from a maximum of four weeks to a maximum of seven weeks. Save as thereby amended, the Company and the Standby Underwriters agreed that the original Standby Underwriting Agreements remain in full force and effect in accordance with their terms.

A copy of the form of Amendment Agreement is attached hereto as Exhibit 1.1.

Section 8—Other Events

Item 8.01. Other Events.

          October 20, 2008 — Guernsey, Channel Islands — CanArgo Energy Corporation (OSE:CNR; AMEX:CNR) (“CanArgo” or the “Company”) announced today that it has determined to extend the scheduled expiration dates and times of the Rights Offering as follows:

1. The expiration date of the Rights Offering in the U.S. has been extended from 4:00 p.m., U.S. Eastern time on October 31, 2008, the scheduled U.S. Expiration Time, until 4:00 p.m., U.S. Eastern time on November 21, 2008;

2. The expiration of trading in the Rights has been extended on the AMEX from 4:00 p.m., U.S. Eastern time on October 30, 2008 until 4:00 p.m., U.S. Eastern time on November 20, 2008;

3. The expiration of withdrawal rights in the U.S. has been extended from 5:30 p.m., U.S. Eastern time on October 30, 2008 until 5:30 p.m., U.S. Eastern time on November 20, 2008;

4. Beneficial owners resident in the U.S. exercising or selling their Rights should complete and deliver to their broker, custodian bank or other nominee their Beneficial Owner Election Form or other similar form furnished to them by their broker, custodian bank or other nominee well in advance of 5:00 p.m., U.S. Eastern time, on November 20, 2008, the last business day prior to the scheduled November 21, 2008 amended U.S. Expiration Time of this Rights Offering, such that such form will be received by

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Computershare (the “U.S. Subscription Agent”) by 5:00 p.m., U.S. Eastern time, on November 20, 2008. Since the Rights Offering in the U.S. was extended to November 21, 2008, if a record holder of a Subscription Rights Certificate wishes to sell his Rights through the U.S. Subscription Agent, he must deliver his properly completed and executed Subscription Rights Certificate, with appropriate instructions, to the U.S. Subscription Agent, who will only facilitate subdivisions, transfers or direct sales (other than on the AMEX) of Rights until 5:00 p.m. U.S. Eastern time, on November 18, 2008, three business days prior to the scheduled November 21, 2008 amended U.S. expiration date of this Rights Offering; and

5. Beneficial owners who hold their Rights or Shares in the DTC System should contact the U.S. Subscription Agent at (800) 962-4284 if they have questions or for further details.

          Each of the underwriters to the Rights Offering has agreed to such extension (see Item 1.01 for a description of the terms of the amendments to the Standby Underwriting Agreements). The underwriters have previously advised the Company that, in light of current market conditions, they are unable or unwilling, or may be unable or unwilling, to fulfill their underwriting obligations.

          The extension of the expiration times of the Rights Offering will enable the Company (1) to continue discussions with the Standby Underwriters and (2) to advance discussions which it has commenced with other parties who have expressed an interest in providing alternative underwriting of the Rights Offering.

          In the meantime, and particularly in view of the scheduled expiration time concerning the VPS Subscription Rights, the Company has determined a further extension of the subscription period for Rights Holders who hold their Shares or Rights in the VPS System. According to the Norwegian Prospectus Section 5.4 an announcement was made on October 20, 2008 concerning the extension of the subscription period which contains an update of the relevant dates in respect of the VPS Subscription Rights, as follows:

1.	The subscription period for VPS Subscription Rights has been extended to 17:30 CET 11 November 2008;
2.	The VPS Subscription Rights may be transferred or assigned until 11 November 2008 at 17:30 CET;
3.	The VPS Subscription Rights may be traded on Oslo Børs under the ticker symbol “CNR T” until 11 November 2008 at 17:30 CET. Settlement for the sale of VPS Subscription Rights will still follow normal T+3 cash settlement procedures;
4.	The VPS Subscription Rights may be exercised until 11 November 2008 at 17:30 CET;
5.	Subscriptions on the basis of VPS Subscription Rights must be made on the Subscription Form attached to the Norwegian Prospectus as appendix 7. Properly completed Subscription Forms must be received by the Manager no later than 11 November 2008 at 17:30 CET;
6.	After the expiration time on 11 November 2008, unexercised VPS Subscription Rights will expire and have no value; and
7.	If VPS Subscription Rights Holders have any questions they should contact the Norwegian Subscription Agent at +47 22 01 63 00.

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     The foregoing hereby amends the terms of the Rights Offering and is incorporated by reference into the Registration Statement on Form S-3 (registration number 333-150625) declared effective by the Securities and Exchange Commission on October 3, 2008.

The foregoing does not constitute an offer to sell or a solicitation of an offer to purchase any securities by the Company which offer can only be made pursuant to the registration statement filed pursuant to the Securities Act and declared effective by the Securities and Exchange Commission and in compliance with all other applicable securities laws and stock exchange rules and regulations.

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.

Section 9—Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Exhibit Description
1.1	Form of Amendment Agreement to Standby Underwriting Agreement dated as of October 20, 2008 by and between CanArgo Energy Corporation and each of the Standby Underwriters.
99.1	Press Release dated October 20, 2008 issued by CanArgo Energy Corporation.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CANARGO ENERGY CORPORATION
Date: October 20, 2008	By:	/s/ Jeffrey Wilkins
	Jeffrey Wilkins, Corporate Secretary

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EX-1.1

Exhibit 1.1

AMENDMENT TO UNDERWRITING AGREEMENT

This agreement (the “Agreement”) has been entered into by and between

	CanArgo Energy Corporation, a Delaware corporation, having a place of business at P.O. Box 291, St. Peter Port, Guernsey, GY1 3RR, British Isles (the “Company”); and
	[           ] (the “Underwriter”).
1	BACKGROUND
1.1	On or around 24 July 2008 the Company and the Underwriter entered into an underwriting agreement (the “Underwriting Agreement”) in terms of which the Underwriter agreed to underwrite part of a primary offering of 242,107,390 common shares of US$0.10 in the Company (the “Shares”) at a subscription price of US$0.10 per Share. The Company also entered into underwriting agreements with other foreign investors (such investors, together with the Underwriter, the “Underwriting Group”).
1.2	Certain members of the Underwriting Group have indicated to the Company that they may be unable or unwilling to comply with their underwriting commitments. Accordingly, the Company is in the process of exploring alternative financing and/or underwriting arrangements which, if successful, may lead to the Company and the Underwriting Group agreeing that the Underwriting Group will be released (in whole or in part) from their underwriting commitments. For the avoidance of doubt, however, at this time the Company has not agreed to any such release. Nonetheless, in order to give the Company the time to explore those alternative financing and/or underwriting arrangements (and having regard to the fact that (a) the Underwriting Agreement currently provides that the Application Period shall not be more than four weeks and (b) the parties are desirous that the Company should extend the Application Period in order to enable the Company to explore alternative arrangements as aforesaid) the parties have agreed to enter into this Agreement in order to amend the Underwriting Agreement.
1.3	The expression “Application Period” shall bear the same meaning in this Agreement as is given to it in the Underwriting Agreement.
2	AMENDMENT OF UNDERWRITING AGREEMENT
2.1	Clause 7.2 of the Underwriting Agreement shall be amended by the deletion of the word “four” and the insertion of the word “seven”. Accordingly, Clause 7.2 of the Underwriting Agreement will now read “The Application Period shall not be more than seven weeks.”.
2.2	Save as amended hereby the Company and the Underwriter acknowledge and agree that the Underwriting Agreement shall remain in full force and effect in accordance with its terms.
3	GOVERNING LAW AND JURISDICTION
3.1	This Agreement shall be governed by, and construed in accordance with, Norwegian law.
3.2	In relation to any legal action or proceedings to be taken in connection with this Agreement, each of the Company and the Underwriter irrevocably submits to the exclusive jurisdiction of the Norwegian courts with Oslo District Court as due venue.

* * *

Page 1 of 2

For the Underwriter	For the Company
Place and Date:	Place and Date:
Name:	Name:
Position:	Position:
Signature:	Signature:

When signing on behalf of another person, appropriate evidence of authority must be provided.

Page 2 of 2

EX-99.1

FOR IMMEDIATE RELEASE IN EUROPE & NORTH AMERICA

CANARGO ANNOUNCES A FURTHER EXTENSION OF THE EXPIRATION TIMES OF ITS RIGHTS OFFERING

October 20, 2008 – Guernsey, Channel Islands – CanArgo Energy Corporation (OSE:CNR; AMEX:CNR) (“CanArgo” or the “Company”) announced today that it has determined to extend the scheduled expiration dates and times of the Rights Offering as follows:

1	The Rights Offering expiration dates have been extended from 4:00 p.m., U.S. Eastern time on October 31, 2008, the scheduled U.S. Expiration Time, until 4:00 p.m., U.S. Eastern time on November 21, 2008, and from 5:30 p.m., CET, on October 21, 2008, the scheduled Norwegian Expiration Time, until 5:30 p.m., CET, on November 11, 2008.
2	The expiration of trading in the Rights has been extended on the AMEX from 4:00 p.m., U.S. Eastern time on October 30, 2008 until 4:00 p.m., U.S. Eastern time on November 20, 2008 and on the OSE from 5:30 p.m., CET, on October 21, 2008, until 5:30 p.m., CET, on November 11, 2008;
3	The expiration of withdrawal rights in the U.S. has been extended from 5:30 p.m., U.S. Eastern time on October 30, 2008 until 5:30 p.m., U.S. Eastern time on November 20, 2008;
4	Beneficial owners resident in the U.S. exercising or selling their Rights should complete and deliver to their broker, custodian bank or other nominee their Beneficial Owner Election Form or other similar form furnished to them by their broker, custodian bank or other nominee well in advance of 5:00 p.m., U.S. Eastern time, on November 20, 2008, the last business day prior to the scheduled November 21, 2008 amended U.S. Expiration Time of this Rights Offering, such that such form will be received by the Computershare (the “U.S. Subscription Agent”) by 5:00 p.m., U.S. Eastern time, on November 20, 2008. Since the Rights Offering in the U.S. was extended to November 21, 2008, if a record holder of a Subscription Rights Certificate wishes to sell his Rights through U.S. Subscription Agent, he must deliver his properly completed and executed Subscription Rights Certificate, with appropriate instructions, to the U.S. Subscription Agent, who will only facilitate subdivisions, transfers or direct sales (other than on the AMEX) of Rights until 5:00 p.m. U.S. Eastern time, on November 18, 2008, three business days

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prior to the scheduled November 21, 2008 amended U.S. expiration date of this Rights Offering; and

5 Beneficial owners who hold their Rights or Shares in the DTC or VPS Systems should contact the U.S. Subscription Agent at (800) 962-4284 or the Norwegian Subscription Agent at +47 22 01 63 00, respectively, if they have questions or for further details.

Each of the underwriters to the Rights Offering has agreed to such extension. The underwriters have previously advised the Company that, in light of current market conditions, they are unable or unwilling, or may be unable or unwilling, to fulfill their underwriting obligations.

The extension of the expiration times of the Rights Offering will enable the Company (1) to continue discussions with the Standby Underwriters and (2) to advance discussions which it has commenced with other parties who have expressed an interest in providing alternative underwriting of the Rights Offering. In the meantime, and particularly in view of the scheduled expiration time concerning the VPS Subscription Rights, the Company has determined a further extension of the Subscription Period in the Rights Offering. According to the Norwegian Prospectus section 5.4 an announcement concerning an extension of the subscription period shall contain an update of the relevant dates in respect of the VPS Subscription Rights. See below for such update.

The VPS Subscription Rights may after the extension be transferred or assigned until 11 November 2008 at 17:30 CET.

The VPS Subscription Rights will after the extension be traded on Oslo Børs under the ticker symbol “CNR T” until 11 November 2008 at 17:30 CET. Settlement for the sale of VPS Subscription Rights will still follow normal T+3 cash settlement procedures.

The VPS Subscription Rights may after the extension be exercised until 11 November 2008 at 17:30 CET.

Subscriptions on the basis of VPS Subscription Rights must be made on the Subscription Form attached to the Prospectus as appendix 7. Properly completed Subscription Forms must be received by the Manager no later than 11 November 2008 at 17:30 CET.

After the expiration time on 11 November 2008, unexercised VPS Subscription Rights will expire and have no value.

A description of the results of the Rights Offering will be made public by stock exchange notice on www.newsweb.no on or about 1 December 2008.

Payment for subscribed New Shares shall be made in USD to the following bank account held by the Manager:

Bank: DnB NOR Bank ASA

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SWIFT: DNBANOKK
A/C Glitnir Securities AS
USD A/C No: 7012.04.41939

Payment of the exact subscription amount must be received on the above bank account by the close of business on 14 November 2008.

Delivery of the allocated New Shares is, following the second extension, expected to take place on or about 3 December 2008. The New Shares issued on the basis of exercised VPS Subscription Rights will be credited to the respective VPS accounts of the relevant subscribers.

The New Shares issued on the basis of VPS Subscription Rights will be listed on Oslo Børs under the ticker symbol CNR. The first day of trading of New Shares on Oslo Børs is, following the second extension, expected to be 3 December 2008.

The foregoing does not constitute an offer to sell or a solicitation of an offer to purchase any securities by the Company which offer can only be made pursuant to the registration statement filed pursuant to the Securities Act and in compliance with all other applicable securities laws and stock exchange rules and regulations.

CanArgo is an independent oil and gas exploration and production company with its oil and gas operations currently located in Georgia.

The matters discussed in this press release 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 harbour 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.

For more information please contact:

US and NORWAY
Eric Cameron
Gambit H&K AS

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Tel: +47 96 62 55 94
Email: canargo@hillandknowlton.com

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