WHISTLEBLOWER POLICY

1.0 INTRODUCTION

Teton Energy Corporation (“Teton” or the “Company”) is committed to maintaining the highest standards of business conduct and ethics, as well as full compliance with all applicable government laws, rules and regulations, corporate reporting and disclosure, accounting practices, accounting controls, auditing practices and other matters relating to fraud against shareholders (collectively “Accounting Concerns”).

Pursuant to its Charter, the Audit Committee (the “Committee”) of the Board of Directors of Teton is responsible for ensuring that a confidential and anonymous process exists whereby persons can report any Accounting Concerns relating to Teton and its subsidiaries. In order to carry out its responsibilities under its Charter, the Committee has adopted this Whistleblower Policy (the “Policy”).

For the purposes of this Policy, “Accounting Concerns” is intended to be broad and comprehensive and to include any matter, which in the view of the complainant, is illegal, unethical, contrary to the policies of Teton or in some other manner not right or proper. Examples would include:

• violation of any applicable law, rule or regulation that relates to corporate reporting and disclosure;
  
  
• violation of any Company policies, including health, safety, environmental, operational or ethical;
  
  
• fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of Teton or any of its subsidiaries;
  
  
• fraud or deliberate error in the recording and maintaining of financial records of Teton or any of its subsidiaries;
  
  
• deficiencies in or noncompliance with Teton or any of its subsidiaries’ internal policies and controls;
  
  
• misrepresentation or a false statement by or to a Director, officer or employee of Teton or any of its subsidiaries respecting a matter contained in the financial records, reports or audit reports;
  
  
• deviation from full and fair reporting of Teton’s consolidated financial condition; and
  
  
• fraudulent or dishonest use or misuse of Company resources or property by employees, consultants, contractors or others.

2.0 COMMUNICATION OF THE POLICY

All members of the Teton community including investors, customers, vendors and other interested parties are encouraged to report possible fraudulent or dishonest conduct. This Policy and the Company’s Whistleblower Hotline telephone number will be posted on the Company’s website to help facilitate the reporting of Accounting Concerns.

To ensure that all directors, officers, employees, consultants and contractors of Teton are aware of the Policy, a copy of the Policy will be distributed to all directors, officers and employees, or alternatively they will be advised that the Policy is available on Teton’s website for their review. All directors, officers and employees will be informed whenever significant changes to the Policy are made. New directors, officers and employees will be provided with a copy of this Policy and will be educated about its importance.

3.0 REPORTING ACCOUNTING CONCERNS

Any person with an Accounting Concern relating to Teton, or any subsidiary of Teton, should submit their concern to the Company’s Whistleblower Hotline on a timely basis by telephone or to the Chairman of the Company’s Audit Committee in writing, as follows:

By Telephone:

877-782-6878

In Writing:

The Chairman of the Audit Committee
c/o Compliance Officer
Teton Energy Corporation
410 17th Street, Suite 1850
Denver, CO 80202

Submissions may be made anonymously and all submissions shall be dealt with in accordance with Section 6.0 below.

4.0 CONFIDENTIALITY

All submissions shall be treated on a confidential basis.

5.0 NO ADVERSE CONSEQUENCES

A submission regarding an Accounting Concern may be made without fear of dismissal, disciplinary action or retaliation of any kind. Teton will not discharge, discipline, demote, suspend, threaten or in any manner discriminate against any person who submits in good faith an Accounting Concern or provides assistance to the Committee, management or any other person or group, including any governmental, regulatory or law enforcement body, investigating an Accounting Concern.

Any person may submit a report of a retaliatory act to the Whistleblower Hotline or the Chairman of the Audit Committee as per Section 3.0 above. Submissions may be made anonymously and all submissions will be treated on a confidential basis and will be dealt with in accordance with Section 6.0 below.

6.0 TREATMENT OF ACCOUNTING CONCERN SUBMISSIONS

Accounting Concerns and reports of retaliatory acts will be reviewed as soon as possible by the Committee with the assistance and direction of whomever the Committee thinks appropriate including, but not limited to, external legal counsel and the Committee shall implement such corrective measures and do such things in an expeditious manner as it deems necessary or desirable to address the Accounting Concern or report of retaliatory act.

Where possible and when determined to be appropriate by the Committee, notice of any such corrective measures will be given to the person who submitted the Accounting Concern or report.

7.0 RETENTION OF RECORDS

The Committee shall retain all records relating to any Accounting Concern or report of a retaliatory act and to the investigation of any such report for a period judged to be appropriate based upon the merits of the submission. The types of records to be retained by the Committee shall include records of all steps taken in connection with the investigation and the results of any such investigation.

8.0 REVIEW OF THE POLICY

The Committee will review and evaluate this Policy on an annual basis to determine whether the Policy is effective in providing a confidential and anonymous procedure to report violations or complaints regarding Accounting Concerns.

9.0 QUERIES

If you have any questions about how this Policy should be followed in a particular case, please contact the Whistleblower Hotline, Chairman of the Audit Committee or the General Counsel of Teton.

Adopted: September 12, 2007
Revised: