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 14, 2006
SIBERIAN ENERGY GROUP INC.
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(Exact name of registrant as specified in its charter)
Nevada 333-118902 52-2207080
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
275 Madison Ave, 6th Floor, New York, NY 10016
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(Address of principal executive offices) (Zip Code)
(212) 828-3011
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Registrant's telephone number
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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 September 14, 2006, Siberian Energy Group Inc. ("we," and "us") entered into
an Option Agreement with Key Brokerage, Inc., a Delaware corporation ("Key
Brokerage" and the "Option Agreement"). Key Brokerage is the sole owner of
Kondaneftegaz, LLC, a Russian limited liability company ("Kondaneftegaz").
Kondaneftegaz has applied for ten (10) oil and gas licenses in the
Khanty-Mansiysk district of Western Siberia, Russia, which will be proposed for
distribution by the Russian government through a tender auction in 2006 and
2007.
The Option Agreement provided us the exclusive right for up to sixty (60) days
from the date of the Option Agreement, subject to us conducting due diligence,
to enter into a transaction with Key Brokerage whereby we would purchase
seventy-five percent (75%) of the shares of Kondaneftegaz (the "Option").
In consideration for agreeing to the Option, we granted Key Brokerage 250,000
warrants to purchase shares of our common stock at an exercise price of $2.20
per share, exercisable for up to two (2) years from the date of the Option
Agreement (the "Warrants"). The Option Agreement may be extended by us for up to
an additional ninety (90) days, provided we provide Key Brokerage at least
fifteen (15) days advance notice of our intent to extend the Option. In the
event we choose to extend the Option, we have agreed to grant Key Brokerage
additional warrants on identical terms as the Warrants, with the exception that
such additional warrants will be exercisable until the second anniversary of the
date the Option is extended.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
In connection with our entry into the Option Agreement with Key Brokerage (as
described above) and granting Key Brokerage an aggregate of 250,000 warrants to
purchase shares of our common stock at an exercise price of $2.20 per share,
exercisable until September 14, 2008. We claim an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933 since the foregoing grant
of warrants did not involve a public offering, the recipient took the shares for
investment and not resale and any shares issueable in connection with an
exercise of the warrants will be restricted once issued. No underwriters or
agents were involved in the foregoing grant and no underwriting discounts or
commissions were paid by us.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Number Description
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10.1 Option Agreement with Key Brokerage
10.2 Warrant Agreement with Key Brokerage
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.
SIBERIAN ENERGY GROUP, INC.
By: /s/ David Zaikin
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David Zaikin, Chief Executive Officer
Dated: September 19, 2006