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EX-99.2 - EXHIBIT 99.2 - Samson Oil & Gas LTDtv483827_ex99-2.htm
EX-99.1 - EXHIBIT 99.1 - Samson Oil & Gas LTDtv483827_ex99-1.htm





Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): January 22, 2018


Samson Oil & Gas Limited

(Exact name of registrant as specified in its charter)


Australia   001-33578   N/A

(Sate or other jurisdiction of
incorporation or organization)

  (Commission file number)   (I.R.S. Employer
Identification Number)

Level 16, AMP Building,

140 St Georges Terrace

Perth, Western Australia 6000

(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code: +61 8 9220 9830


(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:


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))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company  ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨







Item 8.01Other Events


Samson Oil and Gas Limited (the “Company”), on behalf of itself and its wholly-owned subsidiary, Samson Oil & Gas USA (collectively, “Samson”), has executed a non-binding letter of intent (“LOI”) to sell the Foreman Butte Project, which comprises substantially all of Samson’s assets, to Firehawk Oil and Gas LLC (“Firehawk”) for $41.5 million. Under the LOI, the Company and Foreman agreed to a 21-day exclusivity period during which Samson will not consider other proposals to acquire its assets or controlling positions in its securities. The letter of intent is otherwise only an expression of interest and is not binding on the parties. The parties contemplate entering into a binding purchase and sale agreement at or before the end of the 21-day exclusivity period but there is no obligation to do so.


The assets included in the proposed sale include Samson’s leases in the states of Montana and North Dakota, representing approximately 51,305 acres, 99 wells operated by Samson and 50 non-operated wells. The proposed sale would require the approval of the Company’s stockholders.


If consummated, the transaction would be effective as of January 1, 2018. The LOI will terminate on or before March 1, 2018 unless otherwise agreed to by the Company and Firehawk.


The foregoing description of the terms of the LOI is not complete and is subject in its entirety by reference to the terms of the LOI, a copy of which is attached as Exhibit 99.1 hereto.


Item 7.01Regulation FD Disclosure


On January 22, 2018, the Company issued a press release regarding the LOI. A copy of that press release is attached hereto as Exhibit 99.2.


Item 9.01Financial Statements and Exhibits.




Exhibit No.   Description  
99.1   Letter of Intent dated January 22, 2018
99.2   Press release dated January 22, 2018







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.


Date: January 22, 2018    
  Samson Oil & Gas Limited


/s/ Robyn Lamont
    Robyn Lamont
    Chief Financial Officer