Unassociated Document
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): May 27, 2005
TETON
PETROLEUM COMPANY
(Exact
name of registrant as specified in its charter)
|
Delaware |
001-31679 |
84-1482290 |
|
(State
of incorporation) |
(Commission
File No.) |
(IRS
Employer
Identification
No.) |
1600
Broadway, Suite 2400
Denver,
CO 80202-4921
(Address
of principal executive offices, including zip code)
(303)
542-1878
(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):
[
] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17CFR
240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.01 Completion
of an Acquisition or Disposition of Assets.
On May
27, 2005, Teton Petroleum Company (“we” or the “company”), pursuant to a
purchase and sale agreement previously executed with ATEC Energy Ventures, LLC
and Apollo Energy, LLC (“ATEC/Apollo”), purchased leasehold interests (together
with the oil and gas wells and wellbores located on the properties) covering
40,273 acres in the Eastern Denver Julesburg Basin. The properties purchased by
us in this transaction carry a net revenue interest of approximately 82.3%. This
is the second tranche of the transaction that previously closed on April 14,
2005. We expect to purchase approximately 17,000 additional acres in an
additional closing, which is expected to occur by the end of June 2005, once
routine title curative work is completed.
As
previously reported, the Agreement also establishes an Area of Mutual Interest
(“AMI”) for certain properties surrounding the acquired properties. If
additional leases are acquired in the AMI, ATEC/Apollo will be permitted to
reserve or will be granted a certain overriding royalty interest in such
additional leases.
The
purchase price for the second block of acreage was $644,371 in cash, the
issuance of 92,053 unregistered shares of our common stock, and the issuance of
warrants to purchase 46,027 shares of our common stock, exercisable for a period
of three years at an exercise price of $1.75 per share. As a result, the
aggregate amount of acreage in the Eastern DJ Basin that we have acquired in the
two closings is 163,308 acres, for which the Company has paid, to date, a total
of $2,612,926 and has issued a total of 373,276 unregistered shares of common
stock and warrants to purchase 186,638 shares of common stock.
In
connection with the issuances of the additional shares and warrants in
connection with this closing, we also entered into a registration rights
agreement with ATEC/Apollo whereby we granted ATEC/Apollo certain registration
rights in connection with the shares of our common stock and shares underlying
the warrants issued as part of the purchase price.
Item
3.02 Unregistered
Sales of Equity Securities.
As part
of the consideration for the purchase of 40,273 acres, on May 27, 2005, we
issued to ATEC/Apollo 92,053 unregistered shares of our common stock and
warrants to purchase an additional 46,027 shares of common stock at an exercise
price of $1.75 per share, exercisable for a period of three years. This
transaction was not registered under the Securities Act of 1933, as amended (the
“Act”) in reliance on an exemption from registration under Section 4(2) of the
Act based on the limited number of purchasers, their sophistication in financial
matters, and their access to information concerning the Company.
Item
9.01 Financial
Statements and Exhibits.
None.
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.
Dated:
June 2,
2005
TETON
PETROLEUM COMPANY
By: /s/
Karl F. Arleth
Karl F.
Arleth, Chief Executive Officer and
President