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) SEPTEMBER 30, 2004
GALAXY ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
COLORADO 0-32237 98-0347827
(State or other jurisdiction of Commission (IRS Employer
incorporation) File Number) Identification No.)
1331 - 17TH STREET, SUITE 730, DENVER, COLORADO 80202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 293-2300
NOT APPLICABLE
(Former name or former address, if changed since last report)
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 (17 CFR 240.14d-2(b))
[ ] 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 June 16, 2004, Dolphin Energy Corporation, a wholly-owned subsidiary of
Galaxy Energy Corporation, executed a letter agreement with Tower Colombia
Corporation, North Finn, LLC and American Oil & Gas, Inc. to acquire 4,400 net
acres of prospective coalbed methane properties in Campbell and Converse
Counties, Wyoming. Under the letter agreement, Dolphin made an initial payment
of $100,000 and committed to drill twelve wells to earn an initial 50% working
interest in the new wells and in nine existing wells on the subject properties,
seven of which had been completed. The letter agreement gave Dolphin the right
to acquire for an additional $1.9 million, a 90% working interest in the entire
leasehold, which equates to 4,400 net acres, including all wells on the
property.
Effective September 30, 2004, Dolphin acquired the 90% working interest in the
leasehold for approximately $1,886,000. As of September 30, 2004, Dolphin had
fulfilled its drilling commitment. Accordingly, Dolphin increased its working
interest from 50% to 90% on the 34 wells on the property.
The properties are located in the well-developed eastern portion of the Powder
River Basin and include the West Recluse and Glasgow projects with target
coalbed formations at depths of 500 to 800 feet. Both referenced projects are in
areas where there is existing infrastructure development.
The press release issued by Galaxy on October 5, 2004 relating to the financing
is filed herewith as Exhibit 99.1
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits:
REGULATION
S-B NUMBER DOCUMENT
10.1 Purchase and Sale Agreement by and among Tower Colombia
Corporation, North Finn, LLC and American Oil & Gas, Inc., as
Sellers and Dolphin Energy Corporation, as Buyer dated July 15,
2004
99.1 Press release issued October 5, 2004
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SIGNATURES
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 hereunto duly authorized.
GALAXY ENERGY CORPORATION
October 5, 2004 By: /s/ MARC E. BRUNER
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Marc E. Bruner, President
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