SHARE EXCHANGE AGREEMENT
This Share Exchange Agreement (the " Agreement"] is entered into and effective as of November l0th, 2000 by
and between Georgian British Oil Services Company, registered address: 70 Kostava Str., Tbilisi 380015,
Georgia, a Georgian corporation ["GBOSC"], CanArgo Energy Corporation, a Delaware corporation
A. GBOSC is the owner of an undivided 28.75% interest in and to Georgian American Oil Refinery Company
Ltd., a corporation formed and operated under the laws of the Republic of Georgia ["GAOR"]. Pursuant to the
Foundation Agreement and Charter of GAOR. GBOSC is entitled to receive shares of stock in GAOR as
evidence of its ownership interest in GAOR. However, to date, GAOR has not issued or delivered such shares to
GBOSC. Nor has GAOR issued or delivered shares of its stock to its other owners. GBOSC's ownership
interest in GAOR, and its right to receive shares of GAOR stock as evidence of such ownership interest are
referred to collectively below as the "Interest".
B. GBOSC desires to transfer the Interest to CanArgo.(or to CanArgo's nominee), and CanArgo desires to
acquire the Interest from GBOSC, solely in exchange for shares of the common stock of CanArgo [the 'CanArgo
C. The transfer of the Interest from GBOSC to CanArgo is subject to the other owners of GAOR consenting to
such transfer, which shall be considered a condition precedent to the execution of this Agreement. A copy of the
consent to such transfer has been exhibited to GBOSC and CanArgo.
In consideration of the foregoing Recitals and the parties' respective representations, warranties and covenants
set forth below, the parties agree as follows:
1. Exchange. For and in consideration of the issuance and delivery by CanArgo of three hundred and seventy
eight thousand six hundred and sixty nine (378,669) shares [the "CanArgo Shares"] of CanArgo Common Stock.
GBOSC hereby assigns, transfers and conveys to CanArgo, and CanArgo hereby