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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) July 26, 2004

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)


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Item 9. Regulation FD Disclosure
Exhibit Index
SIGNATURES
Exhibit 99.1


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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.

Item 9. Regulation FD Disclosure.

The following information is furnished pursuant to Item 9, “Regulation FD Disclosure”

On 26 July 2004 CanArgo Energy Corporation (OSE: CNR; AMEX: CNR) announced that it expects to receive comments from the United States Securities and Exchange Commission with respect to its Registration Statement registering its global offering of up to 75,000,000 shares of common stock. The Company will respond to such comments and after all issues are resolved satisfactorily will request acceleration of effectiveness of the Registration Statement. Pricing of the offering is anticipated to take place at or shortly after the Registration Statement is declared effective by the SEC.

A Registration Statement relating to these securities has been filed with the United States Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective. This Press Release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Exhibit Index

99.1 Press release, dated June 26, 2004, issued by CanArgo Energy Corporation.

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.

 


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    CANARGO ENERGY CORPORATION
 
       
Date: July 26, 2004
  By:   /s/Liz Landles
     
Liz Landles, Corporate Secretary