exv10w1



 





Exhibit 10.1




	 	 	 
	 
	 	CanArgo Limited
	
	 	P.O. Box 291, St. Peter Port,

Guernsey, GY1 3RR, British Isles

Telephone +44 1481 729 980

Facsimile +44 1481 729 982

Email: canargo@cwgsy.net






July 4, 2007




Jennings Capital Inc.

2600, 520-5th Avenue S.W.

Calgary

Alberta

T2P 3R7

Attention: David McGorman

Facsimile No.: (403) 292 0979




Tristone Capital Inc.

2020, 335-8th Avenue S.W.

Calgary

Alberta

T2P 1C9

Attention: Brad Hurtubise

Facsimile No.: (403) 539 4365




Haywood Securities Inc.

301, 808-1st Street S.W.

Calgary

Alberta

T2P 1M9

Attention: Bill Kanters

Facsimile No.: (403) 509 1991




CanArgo Energy Corporation

P.O. Box 291

St. Peter Port

Guernsey

GY1 3RR

Channel Islands

Attention: Vincent McDonnell




Tethys Petroleum Limited

P.O. Box 524

Suite 3, Borough House

Rue du Pre

St. Peter Port

Guernsey

GY1 6EL

Channel Islands




CanArgo Limited Registered Office P.O. Box 291, St Peter Port, Guernsey GY1 3RR, British Isles

Registered in Guernsey Number32825

CanArgo Limited is part of the CanArgo Energy Corporation Group




 









 







Attention:
Dr David Robson

Facsimile No.: +44 1481 729982




Cc

Blake, Cassels & Graydon LLP

3500 Bankers Hall East

855-2nd Street S.W.

Calgary

Alberta

T2P 4J8

Attention: Daniel McLeod

Facsimile No.: (403) 260 9700




Cc

Borden Ladner Gervais LLP

Scotia Plaza

40 King Street West

Toronto

Ontario

M5H 3Y4

Attention: Philippe Tardif

Facsimile No.: (416) 361 2559




Cc

Satterlee Stephens Burke & Burke LLP

230 Park Avenue

Suite 1130

New York

NY 10164

Attention: Peter A Basilevsky

Facsimile No.: (212) 818 9606




Dear Sirs




Re: Tethys Petroleum Limited — Initial Public Offering and Secondary Offering



We refer to the agency agreement entered into among us and you on or around 18 June 2007 (the
“Agency Agreement”).



Words and expressions defined in the Agency Agreement shall, unless the context otherwise requires,
have the same meanings when used in this letter.



We note that in terms of the Agency Agreement, inter alia:-





	•	 	the Agents, as the exclusive agents of the Company and the Selling Shareholder,
undertook to offer the Offered Shares (comprising the Primary Shares and the Secondary Shares) for sale
and to use their best efforts to obtain subscriptions therefore;





CanArgo Limited Registered Office P.O. Box 291, St Peter Port, Guernsey GY1 3RR, British Isles

Registered in Guernsey Number32825

CanArgo Limited is part of the CanArgo Energy Corporation Group




 









 








	•	 	the Selling Shareholder granted to the Agents certain rights in relation to the sale
of the Secondary Shares and, in particular, agreed to offer and sell through the Agents
the Secondary Shares;






	•	 	in consideration of the agreement of the Agents to distribute the Offered Shares in
the manner set out in the Agency Agreement, the Company and the Selling Shareholder
severally agreed, inter alia, to pay the Agents the Agency Fee




We note that Closing of the sale of the Primary Shares has now taken place. No sale of all or any
part of the Secondary Shares has taken place.



The purpose of this letter is, following our recent discussions with the Lead Agent, to formalise
arrangements between us in relation to the Secondary Shares, namely that it has been agreed between
us that, notwithstanding any provision of the Agency Agreement:-





	1	 	the Agents are hereby released from all obligations to offer, sell or distribute on
behalf of the Selling Shareholder the Secondary Shares;






	2	 	the Selling Shareholder is hereby irrevocably and unconditionally permitted by the
Agents (but without prejudice to the Selling Shareholder’s obligation to ensure compliance
by it with applicable securities and other laws) to sell or otherwise transfer the
Secondary Shares to such party or parties and on such terms as the selling Shareholder
sees fit;






	3	 	the Agents shall have no further right or entitlement to offer, sell or distribute on
behalf of the Selling Shareholder all or any part of Secondary Shares; and






	4	 	in particular, and without prejudice to the foregoing generality, the Agents shall
not be entitled (whether in terms of Section 16.1 of the Agency Agreement or otherwise) to
any Agency Fee in respect of the sale of the Secondary Shares.




The Selling Shareholder agrees that in connection with any sale by it of any Secondary Shares, it
shall not represent to the purchaser that the Secondary Shares are being sold under or are
qualified by the Final Prospectus or that the Agents are acting as agents or underwriters for the
sale in any capacity. The Selling Shareholder agrees that, in addition to its obligations under
Sections 14 and 15 of the Agency Agreement, it shall indemnify the Agents for any Claims arising
as a result of such a sale, provided that the Claim does not arise solely from an act or acts of
any of the Agents.



If this letter accurately reflects the further agreement between us in relation to the Secondary
Shares please communicate your acceptance by executing the enclosed copies of this letter where
indicated and returning them to us.




Yours very truly




CanArgo Limited Registered Office P.O. Box 291, St Peter Port, Guernsey GY1 3RR, British Isles

Registered in Guernsey Number32825

CanArgo Limited is part of the CanArgo Energy Corporation Group






 









 








	 	 	 
	CANARGO LIMITED
	 
	 	 
	Per:
	 	 
	 

	 	 






CanArgo Limited Registered Office P.O. Box 291, St Peter Port, Guernsey GY1 3RR, British Isles

Registered in Guernsey Number32825

CanArgo Limited is part of the CanArgo Energy Corporation Group



 









 




Accepted and agreed to by the undersigned as of the date of this letter first written above.




	 	 	 
	JENNINGS CAPITAL INC.
	 
	 	 
	Per:
	 	 
	 

	 	 
	 
	 	 
	TRISTONE CAPITAL INC.
	 
	 	 
	Per:
	 	 
	 

	 	 
	 
	 	 
	HAYWOOD SECURITIES INC.
	 
	 	 
	Per:
	 	 
	 

	 	 
	 
	 	 
	TETHYS PETROLEUM LIMITED
	 
	 	 
	Per:
	 	 
	 

	 	 
	 
	 	 
	CANARGO ENERGY CORPORATION
	 
	 	 
	Per:
	 	 
	 

	 	 






CanArgo Limited Registered Office P.O. Box 291, St Peter Port, Guernsey GY1 3RR, British Isles

Registered in Guernsey Number32825

CanArgo Limited is part of the CanArgo Energy Corporation Group