<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
(Amendment No. ____)/1/
CANARGO ENERGY CORPORATION
________________________________________________________________________________
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.10 PER SHARE
________________________________________________________________________________
(Title of Class of Securities)
137225 10 8
_______________________________________________________________
(CUSIP Number)
J.F. RUSSELL HAMMOND
PROVINCIAL SECURITIES LTD.
607 Gilbert House, Barbican, London EC2 Y8BD England
44-171-628-6184
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 15, 1998
_______________________________________________________________
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Page 1 of 12 Pages
/1/ The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP NO. 137225 10 8 PAGE 2 OF 12 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PROVINCIAL SECURITIES LTD.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
LIBERIA
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
1,671,250
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
1,671,250
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,671,250
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
13%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IV
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 137225 10 8 PAGE 3 OF 12 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.F. RUSSELL HAMMOND
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
PF, WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED KINGDOM
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
63,750
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 4,212,322
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
63,750
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
4,212,322
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,276,072
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
27.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN, IA
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 137225 10 8 PAGE 4 OF 12 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TERRENEX ACQUISITION CORPORATION
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
ALBERTA, CANADA
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
2,541,072
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
2,541,072
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,541,072
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
18.5%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IV
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 137225 10 8 PAGE 5 OF 12 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MICHAEL R. BINNION
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
PF, WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
CANADA
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
526,636
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 2,541,072
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
526,636
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
2,541,072
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,067,708
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
21.5%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Page 6 of 12
ITEM 1. SECURITY AND ISSUER.
Effective July 15, 1998, Fountain Oil Incorporated changed its name to
CanArgo Energy Corporation and effected a one for two reverse stock split. The
title of the class of equity securities to which this statement relates is
common stock, par value $.10 per share (the "Common Stock"), issued by CanArgo
Energy Corporation, a Delaware Corporation (the "Corporation"). The principal
offices of the Corporation are located at Suite 1580, 727 Seventh Avenue S.W.,
Calgary, Alberta, Canada T2P 0Z5.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by Provincial Securities Ltd., a Liberia
corporation ("Provincial"), J.F. Russell Hammond ("JFRH"), Terrenex Acquisition
Corporation, an Alberta corporation ("Terrenex") and Michael R. Binnion ("MRB").
Provincial's principal business is as a private investment company. Provincial's
principal business and principal office address is 57 Rue Grimaldi, Monte Carlo
MC 98000 Monaco. Terrenex's principal business is as a Alberta Stock Exchange
listed investment company. Terrenex's principal business and principal office
address is Suite 1580, 727 Seventh Avenue S.W., Calgary, Alberta, Canada T2P
0Z5.
JFRH is a Director of the Corporation, an investment adviser to
Provincial and Chairman of Terrenex. The activities associated with these
positions constitute the principal occupation of JFRH. JFRH is a citizen of the
United Kingdom, and his principal business address is 607 Gilbert House, London.
The director of Provincial is Ian Ilsley whose principal business address is
Provincial's business address listed above.
MRB is President, Director and Chief Financial Officer of the
Corporation and Terrenex. MRB is also the sole director of Ruperts Crossing, an
Alberta corporation ("Ruperts") whose principal business is as a private
investment company. The activities associated with these positions constitute
the principal occupation and employment of MRB. MRB is a citizen of Canada, and
his principal business address is the Corporation's business address listed
above.
Terrenex's other directors are Thomas Vukovich ("TV") and Khaled
Chehabi ("KC"). TV is an Executive Director of Crossfield House Inc. and
Chairman of Via TV Marketing. KC is President of CHB Consultants Limited.
These positions constitute the principal occupation and employment of these
individuals. TV and KC are citizens of Canada and Syria respectively and their
business address is Suite 1710, 407 Second Street S.W., Calgary, Alberta, Canada
T2P 2Y3.
During the last five years, neither Provincial, JFRH, Ian Ilsley,
Terrenex, MRB, TV nor KC has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), and during such period neither has
been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, the result of which was to subject the person to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws of finding
any violation with respect to such laws with the exception of TV, who in 1994
entered into a settlement agreement with the Alberta Securities Commission
relating to the failure to file insider trading reports in a timely manner. The
settlement agreement was subsequently approved by an order of the Alberta
Securities Commission.
<PAGE>
Page 7 of 12
ITEM 3. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the Combination Agreement (as amended and restated) (the
"Combination Agreement") between Fountain Oil Incorporated, predecessor of the
Corporation ("Fountain") and CanArgo Energy Inc. ("CanArgo"), each holder of
common shares of CanArgo ("CanArgo Common Shares") will receive 1.6 Exchangeable
Shares (subject to adjustment for changes in the capitalization of Fountain) for
each CanArgo Common Share held. The Exchangeable Shares will be securities
issued by CanArgo that are exchangeable generally at the option of the holders
for Common Stock of the Corporation on a share-for-share basis and entitle the
holders to dividends and other rights economically equivalent to those to which
holders of Common Stock of the Corporation are entitled. The following table
lists Provincial, Terrenex, Ruperts, MRB and TV's holdings in CanArgo
Exchangeable Shares:
HOLDER EXCHANGEABLE SOURCE AMOUNT
SHARES (1)
- -------------------------------------------------------------------------------
Provincial 1,671,250 Working Capital US $216,317
- -------------------------------------------------------------------------------
Terrenex 1,820,032 Working Capital CDN. $1,871,155
- -------------------------------------------------------------------------------
Ruperts 194,843 Working Capital CDN. $100,000
- -------------------------------------------------------------------------------
MRB 21,793 Personal Funds CDN. $6,897
- -------------------------------------------------------------------------------
TV 24,000 Personal Funds US $24,000
- -------------------------------------------------------------------------------
(1) Exchangeable Shares (post reverse split) held which may be exchanged for
shares of Common Stock of the Corporation.
CanArgo Special Warrants were issued to investors on October 30, 1997
in a private placement under the CanArgo Special Warrant Indenture. Each
CanArgo Special Warrant is exercisable without payment of any additional
consideration for one unit consisting of 1:1 CanArgo Common Shares and 0.55
CanArgo Stock Purchase Warrants. All of the CanArgo Special Warrants which have
not been exercised on or before April 30, 1999 shall be automatically exercised,
without any further action on the holder's part at the time of expiry. The
CanArgo Special Warrants held by Terrenex, after conversion into Exchangeable
Shares, may be exchanged for 459,360 (post reverse split) shares of Common Stock
of the Corporation. The CanArgo Special Warrants were acquired by Terrenex
utilizing its working capital for CDN. $2.20 per CanArgo Special Warrant.
Holders of CanArgo Stock Purchase Warrants also have the right to
purchase Exchangeable Shares (instead of CanArgo Common Shares) on the basis of
1.6 (subject to adjustment for changes in the capitalization of Fountain)
Exchangeable Shares for each of such CanArgo Stock Purchase Warrant. Pursuant
to the CanArgo Stock Purchase Warrants, Terrenex may purchase 32,000
Exchangeable Shares at an exercise price of CDN. $2.875 per Exchangeable Share
through July 31, 1999 and 229,680 Exchangeable Shares at an exercise price of
CDN. $3.25 per Exchangeable Share through November 1, 1999. To the extent
Terrenex exercises the CanArgo Stock Purchase Warrants, Terrenex presently
intends to utilize working capital.
CanArgo established a stock option plan approved at the special and
annual general meeting of shareholders of CanArgo held June 30, 1997. Holders
of CanArgo Stock Options also have the right to purchase Exchangeable Shares
(instead of CanArgo Common Shares) on the basis of 1.6 (subject to adjustment
for changes in the capitalization of Fountain)
<PAGE>
Page 8 of 12
Exchangeable Shares for each of such CanArgo Stock Option. The CanArgo Stock
Options held by JFRH may be exercised for 60,000 Exchangeable Shares at an
exercise price of CDN. $2.75 per Exchangeable Share through July 1, 2002. The
CanArgo Stock Options held by MRB may be exercised for 140,000 Exchangeable
Shares at an exercise price of CDN. $2.75 per Exchangeable Share through July 1,
2002. To the extent JFRH and MRB exercise the CanArgo Stock Options, both
presently intend to utilize personal funds.
Pursuant to the Corporation's 1995 Long-Term Incentive Plan (the "1995
Plan") adopted by the Corporation in February 1996, options may be granted to
employees, directors, consultants and advisors of the Corporation. Pursuant to
the 1995 Plan, a specified number of stock options exercisable at the then
market price are granted annually to non-employee directors of the Corporation.
On July 15, 1998, JFRH, a non-employee director, was granted stock options to
acquire 3,750 (post reverse split) shares of Common Stock of the Corporation at
an exercise price of US. $1.00 per Common Share through July 14, 2001. On July
17, 1998, MRB, an employee director, was granted stock options to acquire
170,000 (post reverse split) shares of Common Stock of the Corporation at an
exercise price of US $1.25 per Common Share through July 16, 2008. To the
extent that JFRH and MRB exercise the stock options, both presently intend to
utilize personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
Purpose of Transaction:
(a) Provincial - Investment Purposes
(b) Terrenex - Investment Purposes
(c) MRB and Ruperts - Investment Purposes
The CanArgo Stock Options and the 1995 Plan stock options held by JFRH
and MRB were granted by the respective Compensation Committees appointed by
CanArgo and the Corporation's Board of Directors for the purpose of advancing
the interest of CanArgo and the Corporation. Provincial and Terrenex may also
acquire additional shares of Common Stock for investment purposes from time to
time, although they do not have any present plans to do so.
Provincial, JFRH, Terrenex, MRB and Ruperts currently have no plans
for proposals which relate to or would result in: any extraordinary corporate
transaction, such as a merger, reorganization or liquidation involving the
Corporation or any subsidiary of the Corporation; the sale or transfer of a
material amount of assets of the Corporation or any of its subsidiaries; any
change in the Corporation's present Board of Directors or management, any
material change in the Corporation's business or corporate structure, any
changes in the Corporation's charter, bylaws, or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Corporation by any person; a class of securities of the Corporation being
delisted from a national securities exchange or ceasing to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association; a class of equity securities of the Corporation becoming eligible
for termination of registration pursuant to Section 12 (g) (4) of the Securities
Exchange Act of 1934, as amended; or any similar action.
<PAGE>
Page 9 of 12
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
Provincial has the sole power to direct the vote or disposition (prior
to, during and after conversion of the Exchangeable Shares) for 1,671,250 (post
reverse split) shares of Common Stock of the Corporation. Provincial would
exercise its power to direct the vote or disposition of such securities in
accordance of the advice of its investment adviser, JFRH.
Pursuant to the CanArgo Stock Options and the 1995 Plan stock options
granted to JFRH, JFRH has the right to purchase 60,000 and 3,750 (post reverse
split) shares of Common Stock of the Corporation, respectively. JFRH would
expect to have the sole power to direct the vote or disposition of any shares of
Common Stock of the Corporation acquired by JFRH pursuant to the CanArgo Stock
Options and the 1995 Plan stock options.
Terrenex has the sole power to direct the vote or disposition (prior
to, during an after conversion of the Exchangeable Shares) for 1,820,032 (post
reverse split) shares of Common Stock of the Corporation. Pursuant to the
CanArgo Special Warrants and CanArgo Stock Purchase Warrants, Terrenex has the
right to receive/purchase 459,360 and 261,680 (post reverse split) shares of
Common Stock of the Corporation, respectively. Terrenex would expect to have
the sole power to direct the vote or disposition of any shares of Common Stock
acquired by Terrenex pursuant to the CanArgo Special Warrants and CanArgo Stock
Purchase Warrants. Terrenex would exercise its power to direct the vote or
disposition of such securities through its management and Board of Directors.
MRB has the sole power to direct the vote or disposition (prior to,
during and after conversion of the Exchangeable Shares) for 216,636 (post
reverse split) shares of Common Stock of the Corporation. Pursuant to the
CanArgo Stock Options and the 1995 Plan stock options granted to MRB, MRB has
the right to purchase 140,000 and 170,000 (post reverse split) shares of Common
Stock of the Corporation, respectively. MRB would expect to have the sole power
to direct the vote or disposition of any shares of Common Stock acquired by MRB
pursuant to the CanArgo Stock Options and the 1995 Plan stock options.
TV has the sole power to direct the vote or disposition (prior to,
during and after conversion of the Exchangeable Shares) for 24,000 (post reverse
split) shares of Common Stock of the Corporation.
Provincial disclaims any beneficial interest in any share of Common
Stock owned by JFRH, Terrenex, MRB and Ruperts or which JFRH, Terrenex, MRB and
Ruperts has the right to acquire. Terrenex disclaims any beneficial interest in
any share of Common Stock owned by Provincial, JFRH, MRB and Ruperts or which
Provincial, JFRH, MRB and Ruperts has the right to acquire. JFRH disclaims any
beneficial interest in any share of Common Stock owned by Provincial or Terrenex
or which Provincial or Terrenex has the right to acquire, other than such
beneficial interest that arises out of JFRH's service as investment adviser to
Provincial and director of Terrenex. MRB disclaims any beneficial interest in
any share of Common Stock owned by Provincial, Terrenex and Ruperts or which
Provincial, Terrenex and Ruperts has the right to acquire, other than such
beneficial interest that arises out of MRB's service as a director and officer
of Terrenex and Ruperts.
<PAGE>
Page 10 of 12
The 1,671,250 shares of Common Stock that Provincial owns and as to
which Provincial either has or would expect to have the sole power to direct the
vote or disposition, represent approximately 12.96% of that class of securities.
The 63,750 shares of Common Stock that JFRH has the right to acquire
through the exercise of CanArgo Stock Options and the 1995 Plan stock options as
to which JFRH either has or would expect to have the sole power to direct the
vote or disposition, represent approximately 0.56% of that class of securities.
The 2,541,072 shares of Common Stock that Terrenex owns and has the
right to acquire through the exercise of CanArgo Special Warrants and CanArgo
Stock Purchase Warrants, and as to which Terrenex either has or would expect to
have the sole power to direct the vote or disposition, represent approximately
18.46% of that class of securities.
The 526,636 shares of Common Stock that MRB and Ruperts own and have
the right to acquire through the exercise of CanArgo Stock Options and the 1995
Plan stock options as to which MRB either has or would expect to have the sole
power to direct the vote or disposition, represent approximately 4.48% of that
class of securities.
The 24,000 shares of Common Stock that TV owns and as to which TV has
the sole power to direct the vote or disposition, represents approximately
0.002% of that class of securities.
The 4,802,708 shares of Common Stock that Provincial, JFRH, Terrenex,
MRB and Ruperts in the aggregate own and have the right to acquire through the
exercise of the CanArgo Special Warrants, CanArgo Stock Purchase Warrants,
CanArgo Stock Options and the 1995 Plan stock options, and as to which
Provincial, JFRH, Terrenex, MRB and Ruperts either has or would expect to have
the sole power to direct the vote or disposition, represent approximately 29.97%
of that class of securities.
During the past sixty days, Provincial, JFRH, Terrenex, MRB, Ruperts,
TV and KC have not engaged in any transactions in Common Stock, other than
pursuant to the terms of the Combination Agreement and the 1995 Plan stock
options as described herein.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except pursuant to the terms of the Combination Agreement and the 1995
Plan stock options, there are no contracts, arrangements, understandings or
relationships between the parties named in Item 2 above and between such persons
and any person with respect to any securities of the Corporation.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Joint Filing Agreement pursuant to Rule 13d-1(k)(l).
<PAGE>
Page 11 of 12
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 24, 1998
PROVINCIAL SECURITIES LTD.
By: /s/J.F. Russell Hammond
-------------------------------------
J.F. Russell Hammond, Investment Adviser
/s/J.F. Russell Hammond
-----------------------------------------
J.F. Russell Hammond
Terrenex Acquisition Corporation
By: /s/Michael R. Binnion
-------------------------------------
Michael R. Binnion, President
/s/Michael R. Binnion
-----------------------------------------
Michael R. Binnion
<PAGE>
Page 12 of 12
Exhibit "A"
-----------
Joint Filing Agreement
----------------------
Provincial Securities Ltd., J.F. Russell Hammond, Terrenex Acquisition
Corporation and Michael R. Binnion (collectively the "Parties" and individually
a "Party") hereby agree that they shall file a single statement on Schedule 13D
(as amended from time to time, the "Statement") with respect to their beneficial
ownership of shares of Common Stock (the "Securities") of CanArgo Energy
Corporation, a Delaware corporation, on behalf of and in satisfaction of the
obligations of all of the Parties and that they shall amend the Statement from
time to time as required by rules promulgated under the Securities Exchange Act
of 1934, as amended.
Each of the Parties represents and warrants that such Party is eligible to use
Schedule 13D with respect to the information regarding the Securities and agrees
to assume responsibility for the timely filing of the Statement and any
amendments thereto. Each of the Parties hereby assumes responsibility for the
completeness and accuracy of the information concerning such Party contained in
the Statement. No Party shall be responsible for the completeness and accuracy
of the information contained in the statement concerning the other Parties,
unless such Party knows or has reason to believe that such information is
incomplete or inaccurate. The execution of the Statement, including any
amendment thereto, by one of the Parties shall constitute a representation by
such Party that the information concerning such party contained therein is
complete and accurate and that such Party neither knows nor has any reason to
believe that the information concerning the other Parties contained therein is
either incomplete or inaccurate.
This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original but which together shall constitute one and the same
instrument.
In Witness Whereof, the Parties have executed this Joint Filing Agreement this
twenty-fourth day of July, 1998
PROVINCIAL SECURITIES LTD.
By:
/s/ J.F. Russell Hammond /s/ J.F. Russell Hammond
- ------------------------ -------------------------
J.F. Russell Hammond J. F. Russell Hammond
TERRENEX ACQUISITION CORPORATION
By:
/s/ Michael R. Binnion /s/ Michael R. Binnion
- ------------------------ -------------------------
Michael R. Binnion, Michael R. Binnion
President
