Current Report Filing (8-k)
April 14 2016 - 4:59PM
Edgar (US Regulatory)
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):
April 12, 2016
SAMSON OIL & GAS LIMITED
(Exact name of registrant as specified in
its charter)
Australia
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001-33578
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N/A
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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Level 16, AMP Building,
140 St Georges Terrace
Perth, Western Australia 6000
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(Address of principal executive offices)
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(Zip Code)
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01
Entry into a Material Definitive Agreement.
On April 12, 2016, Samson Oil & Gas Limited
(“Samson”) entered into Subscription Agreements with certain investors in a registered direct offering of its
ordinary shares. Pursuant to the Subscription Agreements, Samson sold 378,020,400 ordinary shares (which may be represented
by American Depositary Shares, or ADSs) for gross proceeds of $1,398,675. The offering price was $0.74 per ADS, or $0.0037
per ordinary share. In connection with the sale of the ordinary shares, Samson paid placement agent fees to
Euro-Pacific Capital Inc. (“Euro-Pacific”) equal to six percent of the gross proceeds, or
$83,921, pursuant to an Engagement Agreement between Samson and Euro-Pacific. The Engagement Agreement contains
customary terms and conditions, including representations and warranties by Samson and reimbursement of Euro-Pacific’s reasonable
expenses, not to exceed $20,000. The closing under the Subscription Agreements occurred on April 14, 2016.
All of the securities were offered and sold pursuant to an effective
shelf registration statement on Form S-3 (Registration No. 333-207306) and a prospectus supplement dated April 12, 2016 to the
base prospectus dated October 19, 2015.
A copy of the opinion of Squire Patton
Boggs, Australian legal counsel to the Company, relating to the legality of the issuance and sale of the ordinary shares is attached
hereto as Exhibit 5.1, and a press release announcing Samson’s entry into the Subscription Agreement is filed herewith as
Exhibit 99.1.
The foregoing descriptions of
the Subscription Agreement and the Engagement Agreement are summary only and are subject to, and qualified in their entirety
by, such documents.
ITEM 9.01 Financial Statements
and Exhibits.
See Exhibit Index.
SIGNATURE
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: April 14, 2016
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SAMSON OIL & GAS LIMITED
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By:
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/s/ Robyn Lamont
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Robyn Lamont
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Chief Financial Officer
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Exhibit No.
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Description
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1.1
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Form of Subscription Agreement
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1.2
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Engagement Agreement dated February 22, 2016 between Samson and Euro-Pacific
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5.1
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Opinion of Squire Patton Boggs (AU)
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23.1
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Consent of Squire Patton Boggs (AU) (included in Exhibit 5.1)
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99.1
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Press Release dated April 12, 2016
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