UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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~~March 30, 2009

Storm Cat Energy Corporation

(Exact Name of Registrant as Specified in Charter)

British Columbia, Canada	001-32628	06-1762942
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1125 17th Street, Suite 2310, Denver, Colorado 80202
(Address of Principal Executive Offices) (Zip Code)

1125 17th Street, Suite 2310, Denver, Colorado 80202

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (303) 991-5070

N/A

(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):

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 (17 CFR 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.

OnAs ~~January~~previously reported, on November 3010, ~~2009~~2008, ~~a wholly~~all ~~owned~~of ~~subsidiary~~the direct and indirect wholly-owned subsidiaries of Storm Cat Energy Corporation (~~“Storm~~the ~~Cat~~“Company”), ~~Storm Cat~~filed ~~Energy~~a ~~(USA)~~voluntary petition ~~Corporation~~for reorganization (the “~~Storm~~Reorganization ~~Cat (USA)~~Cases”), asunder aChapter ~~debtor~~11 ~~and~~of ~~debtor-in-possession~~the ~~and~~United asStates ~~Borrower,~~Bankruptcy ~~each~~Code ~~subsidiary of Storm Cat~~ (~~USA) (~~the “~~Subsidiaries~~Code” ~~and~~) ~~together~~in ~~with~~the ~~Storm~~United ~~Cat~~States ~~(USA)~~Bankruptcy Court ~~and~~for ~~Storm~~the ~~Cat,~~District of Colorado (the “~~Loan~~Bankruptcy ~~Parties~~Court”), ~~each as a debtor~~ and ~~debtor-~~in~~-possession~~ ~~and as Guarantors, and Storm Cat, as a~~connection ~~non-debtor~~therewith ~~Guarantor,~~ entered into athe previously reported Restated DIP Credit Agreement dated January 30, 2009 (the “DIP Credit Agreement”) ~~with~~by ~~the~~and between ~~lenders~~Storm ~~signatory~~Cat toEnergy ~~the~~(USA) ~~DIP Credit Agreement as Lenders~~Corporation, ~~and~~wholly ~~Regiment~~owned ~~Capital~~subsidiary ~~Special~~of ~~Situations Fund III, L.P., as~~the ~~Agent.~~ Company (“Storm Cat (USA)”), ~~and~~as ~~the~~a ~~Subsidiaries~~debtor ~~entered~~and ~~into~~debtor-in-possession ~~the~~and ~~DIP Credit~~as ~~Agreement~~Borrower, ineach ~~connection~~subsidiary ~~with~~of ~~the~~Storm ~~previously~~Cat ~~reported~~(USA) ~~filings for reorganization~~ (the “~~Reorganization Cases~~Subsidiaries”), ~~under~~each ~~Chapter~~as 11a debtor ofand ~~the~~debtor-in-possession ~~United~~and ~~States~~as ~~Bankruptcy Code~~Guarantors, in the ~~United~~Company, ~~States~~as ~~Bankruptcy~~a ~~Court~~non-debtor Guarantor, ~~for~~and the lenders ~~District~~signatory ofthereto ~~Colorado~~as ~~(the “Bankruptcy Court”)~~Lenders. AsOn ~~previously reported~~March 30, on ~~December 31~~2009, ~~2008,~~ the Bankruptcy Court ~~granted~~approved aan ~~motion and entered a final~~ order ~~on the docket~~ (the “Order”) authorizing ~~Storm~~the ~~Cat~~First Amendment (~~USA~~the “First Amendment”) ~~and~~to the ~~Subsidiaries~~DIP toCredit ~~obtain approximately~~Agreement ~~$14~~and ~~million~~extended inthe ~~principal~~debtors’ ~~amount~~ability ofto ~~post-petition~~use ~~financing on~~Cash ~~terms~~Collateral ~~and~~(within ~~conditions set forth in~~ the ~~Order~~meaning ~~and~~of insection 363(a) of the ~~DIP Credit Agreement~~Code).

~~The~~Effective ~~DIP~~as ~~Credit~~of ~~Agreement~~March 30, ~~provides~~2009, ~~for aggregate~~the ~~post-petition~~Company ~~loans~~ and ~~advances~~the ofSubsidiaries upentered tointo ~~$12~~the First Amendment with Regiment Capital Special Situations Fund III,~~500~~ L.P.,~~000,~~ $2as agent,~~700,000~~ ofand ~~which~~the ~~had~~lenders signatory ~~been~~thereto. The ~~advanced~~First ~~prior~~Amendment toprovides, among ~~January 30~~other changes, ~~2009. The~~for ~~use~~the extension of ~~proceeds~~ the maturity date under the DIP Credit Agreement ~~must~~(the be“Maturity ~~made~~Date”), inwhich ~~accordance~~is ~~with~~ the ~~expenditure line~~earliest ~~items~~of ~~set~~(a) July 31, 2009 ~~forth~~(this ondate awas ~~budget~~previously ~~that~~March 31, 2009), (b) the ~~Company~~date ~~presented~~of to the ~~Lenders,~~ ~~which~~substantial ~~are~~consummation ~~limited~~of ~~to,~~a ~~payment~~plan of ~~transactional~~reorganization ~~fees,~~in ~~costs,~~the ~~and expenses~~Reorganization ~~incurred~~Cases inthat ~~connection~~has ~~with~~been ~~the~~confirmed ~~DIP~~by ~~Credit~~an ~~Agreement,~~order ~~other~~of ~~related~~the ~~documents~~ Bankruptcy Court, and (c) the date ~~transactions~~of ~~contemplated~~a bysale of substantially all of the ~~DIP~~assets ~~Credit~~of ~~Agreement~~Storm Cat (USA) and ~~related~~the ~~documents~~Subsidiaries, ~~and~~subject ~~for~~to ~~general~~provisions ~~corporate~~in ~~purposes,~~the ~~including~~DIP ~~the~~Credit ~~funding~~Agreement ofproviding ~~capital~~for ~~expenditures~~an ~~and~~earlier ~~working~~maturity ~~capital~~date under certain circumstances.

The ~~principal~~foregoing ~~amount~~is ~~outstanding~~qualified ~~under~~in ~~the~~its ~~DIP Credit~~entirety ~~Agreement,~~by ~~plus~~reference ~~interest~~to ~~accrued and unpaid thereon, will be due and payable in full at maturity (~~the ~~“Maturity~~First ~~Date”)~~Amendment, ~~which is the earliest of (~~a~~) March 31, 2009,~~ ~~(b) the~~conformed ~~date~~copy of ~~the~~which ~~substantial~~is ~~consummation of a plan of~~attached ~~reorganization~~hereto inas ~~the~~Exhibit 10.1 ~~Reorganization~~and ~~Cases~~incorporated ~~that~~herein ~~has been confirmed~~ by anreference. The ~~order of~~Order ~~the Bankruptcy Court,~~ and ~~(c) the date of a sale of substantially~~ all of ~~the~~related ~~assets~~court ~~of Storm Cat (USA) and the Subsidiaries, subject to provisions in~~filings ~~the~~can ~~DIP Credit Agreement providing for an earlier maturity date under certain circumstances. In addition, Storm Cat (USA) will~~ be ~~required~~accessed toat make certain mandatory prepayments under the DIP Credit Agreement from net proceeds of dispositions, extraordinary receipts (including, but not limited to, casualty and condemnation), equity issuances and indebtedness“http://www.cob.uscourts.gov”.

~~Borrowings~~Item ~~under the DIP Credit Agreement bear interest at a variable rate based on the base rate (which is based on the prime rate, but in any case shall not be less than 6~~2.~~25%) plus 10~~03.~~75%~~ ~~per annum. The~~Creation ~~Loan Parties may defer payment in cash~~ of ~~all~~a ~~accrued interest~~Direct atFinancial ~~the~~Obligation end of each interest period and the amount of the deferred payment shall automatically become and be deemed to be additional outstanding principal under the DIP Credit Agreement (the “PIK Interest”). If not sooner paid in cash, all accrued unpaid PIK Interest will be due and payable in cash upon the earliest to occur of (i) the Maturity Date, (ii) the prepayment of the loan, or ~~(iii) the date~~an onObligation ~~which all obligations are declared due and payable. If the Loan Parties default on their obligations~~ under ~~the~~an ~~DIP~~Off-Balance ~~Credit~~Sheet ~~Agreement,~~Arrangement ~~the default rate~~ of ~~interest~~a ~~will be the rate otherwise in effect plus 2~~Registrant.~~00% per annum.~~

InThe ~~addition~~information toset ~~interest,~~forth ~~the~~above ~~Loan~~under ~~Parties are required~~Item ~~to pay a commitment fee of 0~~1.5%01 ~~per annum in respect~~ of ~~the~~this ~~unutilized commitments~~Current ~~under~~Report ~~the DIP Credit Agreement. A closing fee of $3,987,000 was earned~~ on ~~January~~Form ~~30,~~8-K ~~2009, $1,000,000 of which~~ is ~~payable~~incorporated ~~upon~~herein ~~the~~by maturity or acceleration of the obligations and $2,987,000 shall be payable upon the payment in full of all other allowed claims (whether secured or unsecured) and shall be subordinated in accordance with the Orderreference. ~~The Loan Parties must also pay letter of credit fees, if applicable.~~

~~All~~Item ~~obligations under the DIP Credit Agreement are unconditionally guaranteed by Storm Cat and the Subsidiaries~~8. ~~All obligations~~01. ~~under~~Other ~~the DIP Credit Agreement are secured by substantially all of the assets of the Loan Parties, including a priority administrative expense claim in the bankruptcy proceedings.~~Events

~~The~~In ~~DIP~~connection ~~Credit~~with ~~Agreement~~the Reorganization ~~contains~~Cases ~~affirmative~~ and ~~negative~~ ~~covenants~~as ~~(including,~~contemplated ~~but~~by ~~not~~the ~~limited~~DIP ~~to, limitations~~Credit ~~on indebtedness~~Agreement, ~~liens,~~the ~~investments,~~Borrower ~~loans~~completed ~~and~~a ~~advances,~~process ~~dividends,~~to ~~distributions~~sell ~~and~~some ~~redemptions~~or substantially all of the assets of Storm Cat’s ~~stock,~~(USA) ~~sales~~and orthe ~~other~~Subsidiaries. The ~~dispositions~~auction ofdid ~~assets,~~not ~~nature~~attract ofany ~~business, hedging~~bids ~~agreements,~~that ~~mergers,~~would ~~use~~have ofmaterially ~~proceeds~~reduced the indebtedness of ~~loans~~Storm ~~and~~Cat ~~letters~~(USA). The Company ofis ~~credit,~~in ~~environmental matters,~~discussions ~~transactions~~ with ~~affiliates,~~its ~~subsidiaries,~~creditors ~~and~~regarding ~~negative~~a ~~pledge~~potential ~~agreements,~~restructuring inof ~~each~~the ~~case~~outstanding ~~subject~~indebtedness toand recapitalization of the Company.

carveouts and/or baskets mutually agreed upon by the parties) that are customary for a facility of this nature. The DIP Credit Agreement also contains customary representations and warranties (including, but not limited to, those relating to corporate existence, fraudulent transfer, litigation, absence of defaults on specified agreements, authority and enforceability, approvals, use of proceeds and letters of credit, ERISA, taxes, title to property, no material misstatements, Investment Company Act status, environmental matters, compliance with laws, insurance) and events of default customary for transactions of this nature.

The foregoing is qualified in its entirety by reference to the DIP Credit Agreement, a conformed copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference. The Order and all related court filings can be accessed at “http://www.cob.uscourts.gov”.

Item 2.03. Creation of a Direct Financial Obligation or on Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		First Amendment to the Restated DIP Credit Agreement, dated effective as of ~~January~~March 30, 2009, by and among Storm Cat Energy (USA) Corporation, Storm Cat Energy Corporation, Storm Cat Energy (Alaska) LLC, Storm Cat Energy (Powder River) LLC, Storm Cat Energy (Fayetteville) LLC, Triple Crown Gathering Corporation, Storm Cat Energy (USA) Operating Corporation, the lenders party thereto and Regiment Capital Special Situations Fund III, L.P., as Agent

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.

	~~STORM CAT ENERGY CORPORATION~~	STORM CAT ENERGY CORPORATION
Date: February 5, 2009	By:	/s/ Joseph M. Brooker
Date: March 31, 2009		By:	/s/ Joseph M. Brooker
	~~Name: Joseph M. Brooker~~	Name: Joseph M. Brooker
	~~Title: Chief Executive Officer~~	Title: Chief Executive Officer

Exhibit Index

Exhibit No.		Description
10.1		First Amendment to the Restated DIP Credit Agreement, dated effective as of ~~January~~March 30, 2009, by and among Storm Cat Energy (USA) Corporation, Storm Cat Energy Corporation, Storm Cat Energy (Alaska) LLC, Storm Cat Energy (Powder River) LLC, Storm Cat Energy (Fayetteville) LLC, Triple Crown Gathering Corporation, Storm Cat Energy (USA) Operating Corporation, the lenders party thereto and Regiment Capital Special Situations Fund III, L.P., as Agent

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