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) NOVEMBER 2, 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 November 2, 2004, Dolphin Energy Corporation ("Dolphin"), the wholly-owned
subsidiary of Galaxy Energy Corporation, executed a Coal Bed Methane
Participation Agreement with Horizon Gas, Inc., a Colorado corporation
("Horizon"). The agreement is intended to provide funding for future projects in
an area of mutual interest in the Powder River Basin located in Wyoming. Under
the terms of the agreement, Horizon is given the right to participate, subject
to funding, in an initial drilling program on identified oil and gas leases and
a subsequent drilling program on currently unidentified oil and gas leases.
Dolphin has given Horizon a 60-day due diligence period and 15 days after
completion of its review to notify Dolphin whether it will participate in the
drilling program. Should Horizon elect to participate, it would have to evidence
its ability to pay a minimum sum of $517,000, which amount is 90% of the
estimated cost to drill, complete, and operate three wells through dewatering.
Upon receipt of payment, Dolphin would convey 67.5% of its working interest in
those wells to Horizon. After Horizon has met its funding requirements for the
initial three wells, it may elect on a well by well basis to participate in the
drilling of additional wells in both the initial and subsequent drilling
programs, so long as it bears 90% of the costs to drill, complete, and connect
each well in return for a 67.5% share of Dolphin's working interest in such
wells. This 90% share per well is estimated to be $171,000.
While Horizon may, under the terms of the agreement, expend potentially up to
$13,000,000 in the initial drilling program and potentially up to $17,000,000 in
the subsequent drilling program, it is not known whether Horizon will
participate at all or if it does, the extent of its participation. As of the
date of this report, Horizon has not raised the funds it would use for its
participation.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits:
REGULATION
S-B NUMBER DOCUMENT
10.1 Coal Bed Methane Participation Agreement dated November 2, 2004
between Dolphin Energy Corporation and Horizon Gas, Inc.
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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
November 4, 2004 By: /s/ C. Tony Lotito
-----------------------------------------
C. Tony Lotito, Executive Vice
President & Chief Financial Officer
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