Current Report Filing (8-k)
July 07 2016 - 4:55PM
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):
June 30, 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 or organization)
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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
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Entry into a Material Definitive Agreement.
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Purchase and Sale Agreement
On June 30, 2016, Samson Oil and Gas USA,
Inc. (“Samson USA”), a subsidiary of Samson Oil & Gas Limited (the “Company”), entered into a Purchase
and Sale Agreement (the “Purchase Agreement”) with APEG Energy, LP, an affiliate of Angelus Private Equity Group (the
“Purchaser”), for the sale of 100% of Samson USA’s interest in its North Stockyard Project in North Dakota. The
purchase price for the assets being sold is $15 million, subject to adjustment as provided in the Purchase Agreement. A deposit
of $1 million was paid to Samson USA upon execution of the Purchase Agreement, with the balance of the purchase price to be paid
at closing, which is expected to occur on August 31, 2016. The Purchase Agreement contains certain termination rights for both
Samson USA and Purchaser, including the right of either party to terminate (i) if the closing has not occurred on or prior to October
31, 2016 (the “Termination Date”), and (ii) if the aggregate reduction to the purchase price as a result of environmental
and title defects exceeds 20% of the purchase price. If Samson USA terminates the Purchase Agreement on or after the Termination
Date because Purchaser failed to satisfy conditions to closing and Purchaser does not otherwise have the right to terminate the
Purchase Agreement, then Samson USA may elect (a) to retain the deposit as its exclusive remedy or (b) to seek damages or specific
performance from Purchaser. If the Purchase Agreement is terminated for any other reason, Samson USA is obligated to return the
deposit to Purchaser.
The foregoing description of the Purchase
Agreement is qualified in its entirety by reference to the text of the Purchase Agreement, which is filed herewith as Exhibit 10.1
and is incorporated in this Report by reference.
Modification of Credit Agreement
Also on June 30, 2016, the Company’s
primary lender, Mutual of Omaha Bank, agreed to extend the deadline by which the Company is obligated to pay down at least $10
million of the outstanding balance under its credit facility from June 30, 2016 to August 31, 2016. Samson intends to pay down
$11.5 million of the outstanding balance of the credit facility upon the closing of the Purchase Agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
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Description
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10.1
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Purchase and Sale Agreement dated June 30, 2016
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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: July 7, 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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