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): January 4, 2006 (December 28,
2005)
TETON
ENERGY CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-31679
|
84-1482290
|
|
(State
of incorporation)
|
(Commission
File No.)
|
(IRS
Employer
Identification
No.)
|
410
17th
Street,
Suite 1850
Denver,
CO 80202-4921
(Address
of principal executive offices, including zip code)
(303)
565-4600
(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 (see General Instruction A.2. below):
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 (17CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17
CFR
240.13e-4(c))
Item
1.01 Entry
Into A Material Definitive Agreement
On
December 28, 2005, Teton Energy Corporation (“we,”“our,” or the “Company”)
signed an Acreage Earning Agreement (the “Agreement”) with Noble Energy, Inc.
(“Noble”) that will, if fulfilled, enable Noble to acquire an undivided 75%
working interest in leases that cover approximately 182,000 net acres, which
constitute our Eastern Denver-Julesburg Basin (“DJ Basin”) project. The
transaction is expected to close in late January 2006, upon Noble’s completion
of due diligence.
Under
the
terms of the Agreement, Noble will earn the 75% working interest in the DJ
Basin
project by (1) the payment of $3 million as follows: $300,000 upon the signing
of the Agreement, with the remainder to be paid at closing in late January
after
due diligence has been completed; and (2) the drilling and completion of
20
wells on or before March 1, 2007, with a minimum of 10 wells to be drilled
and
completed by December 31, 2006. In the event Noble fails to complete the
minimum
wells called for by each of these milestones, its right to drill additional
oil
and gas wells will terminate; however, Noble will retain an interest in the
wells drilled, but without the right to drill additional wells on the portion
of
the drilled lease so assigned.
Teton’s
DJ Basin project is located in western Nebraska, along the Nebraska-Colorado
border. We acquired the acreage in a series of transactions between April
and
June 2005. The parties initially plan to concentrate drilling efforts on
the
Niobrara formation.
Separately,
we will enter into a joint operating agreement with Noble, at closing, covering
the DJ Basin acreage and naming Noble as the official operator. Upon completion
of the first 20 wells, we will split all costs associated with future drilling
according to each party’s working interest percentage, or 75% to Noble and 25%
to Teton.
In
addition, we established an Area of Mutual Interest (“AMI”) for the DJ Basin
properties as well as properties surrounding the project. The term of the
AMI is
for five years, provided that the initial 20 wells are drilled and completed
as
called for in the Agreement.
Item
2.01 Completion of Acquisition or Disposition
of Assets.
On
December 28, 2005, Teton Energy Corporation (“we,”“our,” or the “Company”)
signed an Acreage Earning Agreement (the “Agreement”) with Noble Energy, Inc.
(“Noble”) that will, if fulfilled, enable Noble to acquire an undivided 75%
working interest in leases that cover approximately 182,000 net acres, which
constitute our Eastern Denver-Julesburg Basin (“DJ Basin”) project. The
transaction is expected to close in late January 2006, upon Noble’s completion
of due diligence.
Under
the
terms of the Agreement, Noble will earn the 75% working interest in the DJ
Basin
project by (1) the payment of $3 million as follows: $300,000 upon the signing
of the Agreement, with the remainder to be paid at closing in late January
after
due diligence has been completed; and (2) the drilling and completion of
20
wells on or before March 1, 2007, with a minimum of 10 wells to be drilled
and
completed by December 31, 2006. In the event Noble fails to complete the
minimum
wells called for by each of these milestones, its right to drill additional
oil
and gas wells will terminate; however, Noble will retain an interest in the
wells drilled, but without the right to drill additional wells on the portion
of
the drilled lease so assigned.
Teton’s
DJ Basin project is located in western Nebraska, along the Nebraska-Colorado
border. We acquired the acreage in a series of transactions between April
and
June 2005. The parties initially plan to concentrate drilling efforts on
the
Niobrara formation.
Separately,
we will enter into a joint operating agreement with Noble, at closing, covering
the DJ Basin acreage and naming Noble as the official operator. Upon completion
of the first 20 wells, we will split all costs associated with future drilling
according to each party’s working interest percentage, or 75% to Noble and 25%
to Teton.
In
addition, we established an Area of Mutual Interest (“AMI”) for the DJ Basin
properties as well as properties surrounding the project. The term of the
AMI is
for five years, provided that the initial 20 wells are drilled and completed
as
called for in the Agreement.
Item
9.01 Financial
Statements and Exhibits.
(c)
Exhibits.
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Exhibit
No.
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Description
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99.1
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Press
Release dated January 4, 2006.
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SIGNATURE
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.
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TETON
ENERGY CORPORATION |
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|
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| Date: January
4, 2006 |
By: |
/s/ Karl
F. Arleth |
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Karl
F. Arleth, |
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Chief
Executive Officer
and
President
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INDEX
TO EXHIBITS
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Exhibit
No.
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99.1
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Press
Release of Teton Energy Corporation dated January 4,
2006.
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