<HTML>
<HEAD>
<TITLE>e8vk</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>


<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM 8-K</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>CURRENT REPORT</B></DIV>



<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>Pursuant to Section&nbsp;13 or 15(d) of the Securities<BR>
Exchange Act of 1934 (the &#147;Act&#148;)</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>September&nbsp;9, 2005<BR>
<DIV align="center" style="font-size: 10pt">(Date of earliest event
reported)</DIV></B>
</DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>GEOGLOBAL RESOURCES INC.</B>
</DIV>

<DIV align="center" style="font-size: 10pt"><B>(Exact name of Registrant as specified in its Charter)</B></DIV>


<P>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>Delaware</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>1-32158</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>33-0464753</B></TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>(State or other jurisdiction of<BR>
incorporation or organization)</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>(Commission File<BR>
Number)</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>(I.R.S. Employer<BR>
Identification No.)</B></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>200, 630 &#150; 4<SUP style="font-size: 85%; vertical-align: text-top">th</SUP> Avenue S.W.<BR>
Calgary, Alberta, Canada T2P 0J9<BR>
(Address of principal executive offices)</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Telephone Number (403)&nbsp;777-9250<BR>
(Registrant&#146;s telephone number, including area code)</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 18pt">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:
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><FONT face="Wingdings">&#111;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Written communications pursuant to Rule&nbsp;425 under the Securities Act (17 CFR 230.425)</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><FONT face="Wingdings">&#111;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Soliciting material pursuant to Rule&nbsp;14a-12 under the Exchange Act (17 CFR 240.14a-12)</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><FONT face="Wingdings">&#111;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Pre-commencement communications pursuant to Rule&nbsp;14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><FONT face="Wingdings">&#111;</FONT></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Pre-commencement communications pursuant to Rule&nbsp;13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))</TD>
</TR>

</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>(Former name or address, if changed since last report)</B>
</DIV>


<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>





<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">








<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B><I>Item&nbsp;1.01.</I></B>&nbsp;&nbsp;&nbsp;<B><I>Entry into a Material Definitive Agreement</I></B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On September&nbsp;9, 2005, GeoGlobal Resources, Inc. (the &#147;Company&#148;) entered into an Agency
Agreement with Jones Gable &#038; Company Limited, (&#147;Jones Gable&#148;), as agent of the Company, relating to
the sale of 3,252,400 Units (the &#147;Units&#148;) of the Company&#146;s securities. Jones Gable was engaged by
the Company and it agreed to act as the Company&#146;s agent in using its best efforts to offer the
Units for sale. Each Unit was comprised of one (1)&nbsp;share of Common Stock and one-half of one (1/2)
common stock purchase warrant (&#147;Warrant&#148;) with each full Warrant entitling the holder to purchase
one (1)&nbsp;share of Common Stock. The Units were offered for sale at a price of $6.50 per Unit and
the Warrants included in the Units are exercisable through September&nbsp;9, 2007 at a price of $9.00
per share. If (i)&nbsp;the Company&#146;s shares of Common Stock trade on the American Stock Exchange at a
price of $12.00 or more for twenty consecutive trading days, (ii)&nbsp;a registration statement under
the U.S. Securities Act of 1933, as amended (the &#147;Securities Act&#148;), relating to the resale of the
shares of Common Stock included in the Units and the underlying Warrants has been declared
effective by the U.S. Securities and Exchange Commission (&#147;SEC&#148;), and (iii)&nbsp;the hold period for the
shares of Common Stock included in the Units under applicable Canadian law has expired, then the
term of the Warrants will expire thirty (30)&nbsp;days following the issuance of a press release by the
Company announcing the accelerated expiration date of the Warrants (the &#147;Warrant Acceleration
Provision&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On September&nbsp;9, 2005 and September&nbsp;12, 2005, closings were held under the Agency Agreement
relating to the sale pursuant to Subscription Agreements between the Company and the investors of
the 3,252,400 Units resulting in gross proceeds of $21,140,600 to the Company, before deducting a
commission of 6% paid to Jones Gable for its services. Jones Gable was also issued, as additional
compensation for its services, a compensation option to purchase an aggregate of 195,144 Units
which compensation option is exercisable through September&nbsp;9, 2007 at a price of $6.50 per Unit.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Also on September&nbsp;9, 2005, the Company entered into a Registration Rights Agreement with Jones
Gable whereby the Company agreed to prepare and file at its expense with the SEC as promptly as
practicable and in any event within sixty (60)&nbsp;days of September&nbsp;9, 2005 a registration statement
under the Securities Act, for an offering on a continuous shelf basis of the shares of Common Stock
included in the Units and issuable on exercise of the Warrants included in the Units. Such
registration statement is also to include the shares of Common Stock issuable to Jones Gable on
exercise of the Units included in the compensation option issued to Jones Gable, and the shares of
Common Stock issuable on exercise of the Warrants included in those Units. In the event the
Company fails to file on or before November&nbsp;8, 2005, the registration statement with the U.S.
Securities and Exchange Commission, each purchaser of the Units, including Jones Gable on exercise
of its compensation option, will receive for nominal consideration an additional 0.10 of one Unit,
comprised of one (1)&nbsp;share of Common Stock and one-half of one (1/2) Warrant on the same terms.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Also on September&nbsp;9, 2005, the Company entered into subscription agreements with three
Canadian institutional investors whereby the Company sold 1,000,000 Units directly to such
investors. No agent participated in the transaction and no commissions or other compensation was
paid in connection with the sale of the 1,000,000 Units. The Units were sold at a price of $6.50
per Unit and each Unit was comprised of one (1)&nbsp;share of Common Stock and one-half of one (1/2)
Warrant. The Warrants are exercisable through September&nbsp;9, 2007 at an exercise price of $9.00 per
share, subject to the same accelerated Warrant Acceleration Provision described above. The shares
of Common Stock included in the 1,000,000 Units and on exercise of the Warrants included in the
1,000,000 Units are also to be registered for resale under the Securities Act. In the event the
Company fails to file such registration statement on or before November&nbsp;8, 2005, the subscribers to
the 1,000,000 Units will also have the right to purchase for nominal consideration 0.10 of one Unit
for each Unit purchased.
</DIV>

<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B><I>Item&nbsp;3.02.</I></B>&nbsp;&nbsp;&nbsp;<B><I>Unregistered Sales of Equity Securities</I></B><I>.</I></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As referred to in Item&nbsp;1.01 above, on September 9 and September&nbsp;12, 2005, the Company sold an
aggregate of 4,252,400 shares of Common Stock and Warrants to purchase an additional 2,126,200
shares of Common Stock at an exercise price of $9.00 per share through September&nbsp;9, 2007. The
Warrants are subject to the Warrant Acceleration Provision as described above.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company paid a commission to Jones, Gable &#038; Company Limited of 6% of the price at which
the 3,252,400 Units were sold by it and granted it a compensation option to purchase 195,144 Units
at an option exercise price of $6.50 per Unit for a term expiring on September&nbsp;9, 2007. The Units
issuable on exercise of the compensation option include 195,144 shares of Common Stock and Warrants
expiring September&nbsp;9, 2007 to purchase 97,572 shares of Common Stock at an exercise price of $9.00
per share, subject to the Warrant Acceleration Provision described above.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, the Company issued to the Subscribers of the 4,252,400 Units and to Jones Gable,
as agent for part of the offering, rights to purchase for nominal consideration an aggregate of
444,754 shares of Common Stock and Warrants to purchase an aggregate 222,377 shares of Common Stock
exercisable at $9.00 per share through September&nbsp;9, 2007 in the event the Company fails to file
with the SEC a registration statement relating to the resale of the shares of Common Stock included
in the Units and issuable on exercise of the Warrants included in the Units on or before November
8, 2005.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The securities were sold to persons not residents of the United States and the Company relied
on Regulation&nbsp;S under the Securities Act, in effecting the sale of the securities without
compliance with the registration requirements of the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B><I>Item&nbsp;9.01.</I></B>&nbsp;&nbsp;&nbsp;<B><I>Financial Statements and Exhibits</I></B></U><B><I>.</I></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;Financial statements of business acquired.
</DIV>

<DIV align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;Pro forma financial information
</DIV>

<DIV align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;Exhibits:
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="90%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="96%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Agency Agreement dated September&nbsp;9, 2005 between the
Company and Jones, Gable &#038; Company Limited.*</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Subscription Agreement entered into by
subscribers relating to offers and sales of Units by Jones, Gable &#038;
Company Limited.*</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Subscription Agreement with respect to sales of
an aggregate of 1,000,000 of the Units.*</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Registration Rights Agreement dated September&nbsp;9, 2005
between the Company and Jones, Gable &#038; Company Limited.*</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>*To be filed with the company&#146;s quarterly report on Form 10-QSB for the quarter ended
September&nbsp;30, 2005.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">






<DIV align="left" style="font-size: 10pt; margin-top: 12pt">SIGNATURES
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Pursuant to the requirement 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.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 36pt">Dated: September&nbsp;15, 2005<BR>
GEOGLOBAL RESOURCES INC.<BR>
(Registrant)

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 36pt"><U>/s/ Allan J. Kent</U><BR>
Allan J. Kent<BR>
Executive Vice President and CFO
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>


</BODY>
</HTML>
[{"type": "8-K", "sequence": "1", "filename": "o17937e8vk.htm", "description": "FORM 8-K", "secsgml_size_bytes": 16849}]
{"company-data": {"conformed-name": "GEOGLOBAL RESOURCES INC", "cik": "0000896726", "assigned-sic": "1381", "irs-number": "330464753", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-32158", "film-number": "051087197"}, "business-address": {"street1": "SUITE 200, 630 - 4 AVENUE SW", "city": "CALGARY", "state": "A0", "zip": "T2P 0J9", "phone": "4037779250"}, "mail-address": {"street1": "SUITE 200, 630 - 4 AVENUE SW", "city": "CALGARY", "state": "A0", "zip": "T2P 0J9"}, "former-company": [{"former-conformed-name": "SUITE 101 COM INC", "date-changed": "19990201"}, {"former-conformed-name": "KINETIC VENTURES LTD", "date-changed": "19970514"}, {"former-conformed-name": "NEURO NAVIGATIONAL CORP", "date-changed": "19941117"}]}
e8vk
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 (the "Act")
September 9, 2005
(Date of earliest event
reported)
GEOGLOBAL RESOURCES INC.
(Exact name of Registrant as specified in its Charter)
Delaware
1-32158
33-0464753
(State or other jurisdiction of
incorporation or organization)
(Commission File
Number)
(I.R.S. Employer
Identification No.)
200, 630 – 4
th
Avenue S.W.
Calgary, Alberta, Canada T2P 0J9
(Address of principal executive offices)
Telephone Number (403) 777-9250
(Registrant's telephone number, including area code)
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:
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))
(Former name or address, if changed since last report)
Item 1.01.
Entry into a Material Definitive Agreement
On September 9, 2005, GeoGlobal Resources, Inc. (the "Company") entered into an Agency
Agreement with Jones Gable & Company Limited, ("Jones Gable"), as agent of the Company, relating to
the sale of 3,252,400 Units (the "Units") of the Company's securities. Jones Gable was engaged by
the Company and it agreed to act as the Company's agent in using its best efforts to offer the
Units for sale. Each Unit was comprised of one (1) share of Common Stock and one-half of one (1/2)
common stock purchase warrant ("Warrant") with each full Warrant entitling the holder to purchase
one (1) share of Common Stock. The Units were offered for sale at a price of $6.50 per Unit and
the Warrants included in the Units are exercisable through September 9, 2007 at a price of $9.00
per share. If (i) the Company's shares of Common Stock trade on the American Stock Exchange at a
price of $12.00 or more for twenty consecutive trading days, (ii) a registration statement under
the U.S. Securities Act of 1933, as amended (the "Securities Act"), relating to the resale of the
shares of Common Stock included in the Units and the underlying Warrants has been declared
effective by the U.S. Securities and Exchange Commission ("SEC"), and (iii) the hold period for the
shares of Common Stock included in the Units under applicable Canadian law has expired, then the
term of the Warrants will expire thirty (30) days following the issuance of a press release by the
Company announcing the accelerated expiration date of the Warrants (the "Warrant Acceleration
Provision").
On September 9, 2005 and September 12, 2005, closings were held under the Agency Agreement
relating to the sale pursuant to Subscription Agreements between the Company and the investors of
the 3,252,400 Units resulting in gross proceeds of $21,140,600 to the Company, before deducting a
commission of 6% paid to Jones Gable for its services. Jones Gable was also issued, as additional
compensation for its services, a compensation option to purchase an aggregate of 195,144 Units
which compensation option is exercisable through September 9, 2007 at a price of $6.50 per Unit.
Also on September 9, 2005, the Company entered into a Registration Rights Agreement with Jones
Gable whereby the Company agreed to prepare and file at its expense with the SEC as promptly as
practicable and in any event within sixty (60) days of September 9, 2005 a registration statement
under the Securities Act, for an offering on a continuous shelf basis of the shares of Common Stock
included in the Units and issuable on exercise of the Warrants included in the Units. Such
registration statement is also to include the shares of Common Stock issuable to Jones Gable on
exercise of the Units included in the compensation option issued to Jones Gable, and the shares of
Common Stock issuable on exercise of the Warrants included in those Units. In the event the
Company fails to file on or before November 8, 2005, the registration statement with the U.S.
Securities and Exchange Commission, each purchaser of the Units, including Jones Gable on exercise
of its compensation option, will receive for nominal consideration an additional 0.10 of one Unit,
comprised of one (1) share of Common Stock and one-half of one (1/2) Warrant on the same terms.
Also on September 9, 2005, the Company entered into subscription agreements with three
Canadian institutional investors whereby the Company sold 1,000,000 Units directly to such
investors. No agent participated in the transaction and no commissions or other compensation was
paid in connection with the sale of the 1,000,000 Units. The Units were sold at a price of $6.50
per Unit and each Unit was comprised of one (1) share of Common Stock and one-half of one (1/2)
Warrant. The Warrants are exercisable through September 9, 2007 at an exercise price of $9.00 per
share, subject to the same accelerated Warrant Acceleration Provision described above. The shares
of Common Stock included in the 1,000,000 Units and on exercise of the Warrants included in the
1,000,000 Units are also to be registered for resale under the Securities Act. In the event the
Company fails to file such registration statement on or before November 8, 2005, the subscribers to
the 1,000,000 Units will also have the right to purchase for nominal consideration 0.10 of one Unit
for each Unit purchased.
Item 3.02.
Unregistered Sales of Equity Securities
.
As referred to in Item 1.01 above, on September 9 and September 12, 2005, the Company sold an
aggregate of 4,252,400 shares of Common Stock and Warrants to purchase an additional 2,126,200
shares of Common Stock at an exercise price of $9.00 per share through September 9, 2007. The
Warrants are subject to the Warrant Acceleration Provision as described above.
The Company paid a commission to Jones, Gable & Company Limited of 6% of the price at which
the 3,252,400 Units were sold by it and granted it a compensation option to purchase 195,144 Units
at an option exercise price of $6.50 per Unit for a term expiring on September 9, 2007. The Units
issuable on exercise of the compensation option include 195,144 shares of Common Stock and Warrants
expiring September 9, 2007 to purchase 97,572 shares of Common Stock at an exercise price of $9.00
per share, subject to the Warrant Acceleration Provision described above.
In addition, the Company issued to the Subscribers of the 4,252,400 Units and to Jones Gable,
as agent for part of the offering, rights to purchase for nominal consideration an aggregate of
444,754 shares of Common Stock and Warrants to purchase an aggregate 222,377 shares of Common Stock
exercisable at $9.00 per share through September 9, 2007 in the event the Company fails to file
with the SEC a registration statement relating to the resale of the shares of Common Stock included
in the Units and issuable on exercise of the Warrants included in the Units on or before November
8, 2005.
The securities were sold to persons not residents of the United States and the Company relied
on Regulation S under the Securities Act, in effecting the sale of the securities without
compliance with the registration requirements of the Securities Act.
Item 9.01.
Financial Statements and Exhibits
.
(a)   Financial statements of business acquired.
Not applicable
(b)   Pro forma financial information
Not applicable
(c)   Exhibits:
10.1
Agency Agreement dated September 9, 2005 between the
Company and Jones, Gable & Company Limited.*
10.2
Form of Subscription Agreement entered into by
subscribers relating to offers and sales of Units by Jones, Gable &
Company Limited.*
10.3
Form of Subscription Agreement with respect to sales of
an aggregate of 1,000,000 of the Units.*
10.4
Registration Rights Agreement dated September 9, 2005
between the Company and Jones, Gable & Company Limited.*
*To be filed with the company's quarterly report on Form 10-QSB for the quarter ended
September 30, 2005.
SIGNATURES
Pursuant to the requirement 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.
Dated: September 15, 2005
GEOGLOBAL RESOURCES INC.
(Registrant)
/s/ Allan J. Kent
Allan J. Kent
Executive Vice President and CFO