SCHEDULE 14A PROXY STATEMENT

pursuant to the U.S. Securities Exchange Act of 1934

GENERAL INFORMATION

Proxy Solicitation

This proxy statement, in the form mandated by the U.S. Securities and Exchange Commission (the “SEC”) under United States securities laws (this “U.S. Proxy Statement”), is being furnished by the Board of Directors (the “Board”) of Samson Oil & Gas Limited, an Australian corporation (“we,” “us,” “Samson” or the “Company”), in connection with our solicitation of proxies for Samson’s annual general meeting of shareholders to be held at Level 1, AMP Building, 140 St. Georges Terrace, Perth, Western Australia 6000 on November 17, 2016 at 11:00 a.m. Western Australian Standard Time, and at any adjournments or postponements thereof (the “Annual General Meeting”). The information contained in this U.S. Proxy Statement supplements the information provided to holders of ordinary shares in the Notice of Annual General Meeting and the accompanying Explanatory Memorandum to Shareholders (“Explanatory Memorandum”) and proxy form.

In addition to solicitation by mail, certain of our directors, officers and employees may, to the extent permitted by Australian law, solicit proxies by telephone, personal contact, or other means of communication. They will not receive any additional compensation for these activities. Also, brokers, banks and other persons holding ordinary shares or American Depositary Shares (“ADSs”) representing ownership of ordinary shares on behalf of beneficial owners will be requested to solicit proxies or authorizations from beneficial owners. To the extent permitted by Australian law, we will bear all costs incurred in connection with the preparation, assembly and mailing of the proxy materials and the solicitation of proxies and will reimburse brokers, banks and other nominees, fiduciaries and custodians for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of our ordinary shares or ADSs.

This U.S. Proxy Statement and accompanying proxy materials are expected to be first sent to our ordinary shareholders on or about October 18, 2016, and are also available at http://www.samsonoilandgas.com.

Business of the Annual General Meeting

At the Annual General Meeting, shareholders will:

The matters described in this U.S. Proxy Statement constitute the only business that the Board intends to present or is informed that others will present at the meeting. The proxy does, however, confer discretionary authority upon the Chairman of the Annual General Meeting to vote on any other business that may properly come before the meeting.

Shareholders Entitled to Vote

November 15, 2016 has been fixed as the record date for the determination of holders of ordinary shares entitled to vote at the Annual General Meeting, however ordinary shareholders voting by proxy must return their proxy form to the Company at least 48 hours prior to the Annual General Meeting in order for their votes to be counted. Each ordinary share is entitled to one vote. Votes may not be cumulated.

3,215,854,701 ordinary shares, no par value, were issued and outstanding as of October 5, 2016, of which 2,378,888,200 were held in the form of 11,894,441 ADSs. Each ADS represents 200 ordinary shares.

Under our constitution, the quorum for a meeting of holders of ordinary shares is two holders of ordinary shares.

For purposes of determining the number of shares that have been cast for a resolution, a vote of “Abstain” does not increase the number of shares needed to achieve a majority vote. Abstentions are treated as if the shares so voted are not present at the vote on such resolution.

Each ADS holder may vote the ordinary shares underlying their ADSs in accordance with the deposit agreement among us, the depositary and the ADS holders (the “Deposit Agreement”). ADS holders should read “Differences between ADS Holders and Ordinary Shareholders” directly below.

Differences between ADS Holders and Ordinary Shareholders

The Bank of New York Mellon, as depositary, executes and delivers ADSs on our behalf. We are requesting the depositary, which holds the ordinary shares underlying the ADSs, to seek ADS holders’ instructions as to voting for the Annual General Meeting. As a result, ADS holders may instruct the depositary to vote the ordinary shares underlying their ADSs. The depositary establishes the ADS record date. The depositary has set the ADS record date for the Annual General Meeting as October 11, 2016.

Because we have asked the depositary to seek the instructions of ADS holders, the depositary will notify ADS holders of the upcoming vote and arrange to deliver our voting materials and form of notice to them. The depositary then tries, as far as practicable, subject to Australian law and the terms of the Deposit Agreement, to vote the ordinary shares as our ADS holders instruct. The depositary does not vote or attempt to exercise the right to vote other than in accordance with the instructions of the ADS holders. We cannot guarantee that ADS holders will receive this U.S. Proxy Statement and the other proxy materials from the depositary in time to permit them to instruct the depositary to vote their shares. In addition, there may be other circumstances in which ADS holders may not be able to exercise voting rights. Furthermore, ADS holders can exercise their right to vote the ordinary shares underlying their ADSs by exchanging their ADSs for ordinary shares. However, even though we are subject to U.S. domestic issuer proxy rules and announcements of our shareholder meetings are made by press release and filed with the SEC, ADS holders may not know about the meeting early enough to exchange their ADSs for ordinary shares.

ADS holders are not required to be treated as holders of ordinary shares and do not have the rights of holders of ordinary shares. The Deposit Agreement sets out ADS holder rights as well as the rights and obligations of the depositary. New York State law governs the Deposit Agreement and the ADSs.

Differences between Holding Shares of Record and as a Beneficial Owner

If your ordinary shares are registered directly in your name with our transfer agent, Security Transfer Registrars Pty Ltd, you are considered, with respect to those shares, the shareholder of record, and we are sending this U.S. Proxy Statement and the other proxy materials directly to you. As the shareholder of record, you have the right to grant your voting proxy directly to the named proxy holder or to vote in person at the meeting. We have enclosed a proxy form for you to use.

Most holders of ordinary shares hold their ordinary shares through a broker or other nominee rather than directly in their own name. If your ordinary shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of the ordinary shares even though they are held in “street name,” and these proxy materials should be forwarded to you by the broker, trustee or nominee together with a voting instruction card. As the beneficial owner, you have the right to direct your broker, trustee or nominee how to vote and you are also invited to attend the Annual General Meeting. Since a beneficial owner is not the shareholder of record, you may not vote these shares in person at the meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting. Your broker, trustee or nominee has enclosed or provided voting instructions for you to use in directing the broker, trustee or nominee how to vote your shares.

If you are an ADS holder and your ADSs are held in a brokerage account or by another nominee, this U.S. Proxy Statement and the other proxy materials are being forwarded to you together with a voting instruction card by your broker or nominee (who received the proxy materials from the depositary). As the beneficial owner of the ADSs, you have the right to direct your broker or nominee, and hence the depositary, how to vote the ordinary shares underlying your ADSs. You are also invited to attend the Annual General Meeting in person as provided below.

Attending the Annual General Meeting

All holders of record of ordinary shares and all ADS holders as of the record date, or their duly appointed proxies, may attend the Annual General Meeting. If you are a beneficial owner of ordinary shares holding your shares through a broker or nominee (i.e., in street name) or you are an ADS holder, you may be asked to provide proof of your share ownership on the record date, such as a current account statement, a copy of the voting instruction card provided by your broker, trustee or nominee or the depositary, or other similar evidence, in order to be admitted to the meeting.

Voting in Person at the Annual General Meeting

Ordinary shares held in your name as the shareholder of record may be voted in person at the Annual General Meeting. Ordinary shares held beneficially in street name may be voted in person only if you obtain a legal proxy from the broker, trustee or nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual General Meeting, we recommend that you also submit your proxy or voting instructions prior to the meeting as described below so that your vote will be counted if you later decide not to attend the meeting. ADS holders will not be able to vote in person at the Annual General Meeting unless they receive a proxy from the depositary (the sole record holder of ADSs). Instructions for obtaining a proxy from the depositary are included in the material that the depositary sends to ADS holders.

Voting Without Attending the Annual General Meeting

Whether you hold shares directly as an ordinary shareholder of record or beneficially in street name, you may direct how your shares are voted without attending the Annual General Meeting. Ordinary shareholders of record may complete and return the enclosed proxy form or may appoint another proxy to vote their shares, as described in the Notice of Annual General Meeting. Beneficial owners of ordinary shares and holders of ADSs may direct how your shares are voted without attending the Annual General Meeting by following the instructions in the voting instruction card provided by your broker, trustee, or depositary, as applicable. The Chairman has stated that he intends to vote all shares in respect of which he has been appointed proxy but without direction as to how to vote the shares in favor of all resolutions considered at the meeting. Accordingly, shareholders who do not wish their shares to be voted by the Chairman as proxy in favor of both of the resolutions expected to be considered should either direct the Chairman how they wish their shares to be voted, appoint another proxy to vote their shares in accordance with the directions on the proxy form, or attend the Annual General Meeting in person to vote their shares.

Revocation of Proxies

Holders of ordinary shares can revoke their proxy at any time before it is voted at the Annual General Meeting by either:

If your ordinary shares are held beneficially in street name or you are an ADS holder, you may revoke your proxy by following the instructions provided by your broker, trustee, nominee or depositary, as applicable.

Absence of Appraisal Rights

We are incorporated under the laws of Australia and, accordingly, are subject to the Australian Corporations Act (the “Corporations Act”). Under the Corporations Act, our shareholders are not entitled to appraisal rights with respect to any of the proposals to be acted upon at the Annual General Meeting.

RESOLUTIONS TO BE VOTED ON

Note: The exact text of each resolution is set forth in the Notice of Annual General Meeting: Agenda.

Resolution 1—Re-election of Director

The Board has nominated Mr. Greg Channon to stand for re-election at the Annual General Meeting. Directors whose terms of office will not expire at the Annual General Meeting will continue in office for the remainder of their respective terms. Under our constitution, the number of directors on the Board is determined by a resolution of the Board, but will not be fewer than three directors.

In accordance with Rule 3.6(a) of our constitution, at each Annual General Meeting, one-third of the directors (excluding the managing director) must retire from office. Each director, assuming he or she is still eligible, is entitled to offer himself or herself for re-election as a director at the Annual General Meeting which coincides with his or her retirement. The Board currently consists of four directors: Mr. Channon; Dr. Peter Hill, Mr. Denis Rakich, and managing director Mr. Terence Barr.

You may vote “For,” “Against” or “Abstain” on Resolution 1. Members of the Board are elected by a simple majority of votes cast on the ordinary resolution, either in person or by proxy. There is no minimum number of votes required to pass an ordinary resolution electing a director. Neither broker non–votes nor abstentions will affect the outcome of the resolution.

 Greg Channon , 53, is a geologist with 32 years of global oil and gas experience in a variety of technical and leadership roles. During his career, Mr. Channon has worked with a range of E&P companies, including Santos, Fletcher Challenge Energy, Shell, Swift Energy and Brightoil. Mr. Channon has lived and worked in Australia, New Zealand, USA, Hong Kong, China and Africa. In the United States, he has worked in Appalachia, Colorado, California and Texas. He has sat on the Board of Directors of companies listed on the ASX, TSX and HKSE. In February 2009, Mr. Channon joined Brightoil Petroleum Holdings Limited in Hong Kong, as the Upstream CEO. Upon returning to Australia in December 2011, Mr. Channon consulted with a number of small start-ups, both in Australia and Canada. In July 2014 he began his current position as Chief Executive Officer of Pathfinder Energy Pty Ltd.

Key Attributes, Experience and Skills: During his career, Mr. Channon has gained a vast range of diverse oil and gas expertise, including exploration, operations, development, production, economics and commercial negotiations and IPO start-ups. The Board has determined that Mr. Channon is currently and, if re-elected to the Board, would qualify as an independent director under NYSE MKT rules.

Other Public Company Board Service: Statesman Resources Limited (January 2007 – present)

Recent Past Public Company Board Service: New Standard Energy (June 2014 – April 2015), Sirocco Energy Limited (December 2011 – May 2015), Brightoil Petroleum (Holdings) Limited (February 2009 – December 2011)

Terence Barr , 67, was appointed Managing Director, Chief Executive Officer and President of the Company in January 2005. Mr. Barr is a petroleum geologist with over 40 years of experience, including 11 years with Santos. In recent years, he has specialized in tight gas exploration, drilling, and completion, and is considered an expert in this field. Prior to joining the Company, Mr. Barr was employed as Managing Director by Ausam Resources from 1999 to 2003 and was the owner of Barco Exploration from 2003 to 2005. The Board has determined that Mr. Barr does not qualify as an independent director under NYSE MKT rules due to Mr. Barr’s role as the Company’s Chief Executive Officer.

Key Attributes, Experience and Skills: Mr. Barr brings to the Board, among his other skills and qualifications, significant experience in the oil and natural gas industry that he gained while serving as an executive for the Company, Ausam Resources, and Barco Exploration. With over 40 years of experience, he is considered an expert in the oil and natural gas field. In light of the foregoing, our Board has concluded that Mr. Barr is well–qualified to serve as a director of the Company and as its Managing Director.

Other Public Company Board Service: None.

Recent Past Public Company Board Service: None.

Dr. Peter Hill , 69, has over 40 years of experience in the oil industry. He commenced his career in 1972 and spent 22 years in senior positions at British Petroleum including Chief Geologist, Chief of Staff for BP Exploration, President of BP Venezuela and Regional Director for Central and South America. Dr. Hill then worked as Vice President of Exploration at Ranger Oil Ltd. in England (1994-1995), Managing Director Exploration and Production at Deminex GMBH Oil in Germany (1995-1997), Technical Director/Chief Operating Officer at Hardy Oil & Gas plc (1998-2000), President and Chief Executive Officer at Harvest Natural Resources, Inc. (2000-2005), Director/Chairman at Austral Pacific Energy Ltd. (2006-2008), independent advisor to Palo Alto Investors (January 2008 to December 2009), Non-Executive Chairman at Toreador Resources Corporation (January 2009 to April 2011), Director of Midstates Petroleum Company, Inc. (April 2013 to March 2015), and interim President and Chief Executive Officer of Midstates Petroleum Company, Inc. (March 2014 to March 2015). Dr. Hill has served as a director of Triangle Petroleum Corporation since November 2009 and as Chairman of the Board since April 2012. From April 2012 to February 2013, Dr. Hill served as Triangle Petroleum Corporation’s Executive Chairman, having served previously as Chief Executive Officer of Triangle since November 2009 and President and Chief Executive Officer of Triangle from November 2009 until May 2011. Dr. Hill has a B.Sc. (Honors) in Geology and a Ph.D. Dr. Hill’s qualifications to sit on the Board of Directors include significant public company governance experience, significant experience as an exploration geologist and over 20 years of general management experience.

Key Attributes, Experience and Skills: Dr. Hill has provided advisory and consultancy roles to hedge funds, banks, and companies involved in the upstream oil and gas sector. He has also held non-executive board positions, Chairman, and been involved in international negotiations at government level. His extensive experience in management, corporate leadership, non-executive directorship and consulting, combined with technical expertise, has provided the skills necessary to lead, build teams and deliver business success. His career path to date is a proven track record of significant value creation for all stakeholders served. The Board has determined that Dr. Hill qualifies as an independent director under NYSE MKT rules.

Other Public Company Board Service: Benton Oil and Gas / Harvest Natural Resources from 2000 to 2006; Austral Pacific from 2006 to 2008.

Recent Past Public Company Board Service: Torreador Resources from January 2009 to April 2011; Midstates Petroleum from April 2013 to March 2015; Triangle Petroleum Corporation from November, 2009 to present.

Denis Rakich , 63, was appointed Company Secretary of Samson Oil & Gas Limited on June 18, 1998. In this role, Mr. Rakich is responsible for the legal, financial and corporate management of the Company.

Key Attributes, Experience and Skills: Mr. Rakich is an accountant with extensive corporate experience within the petroleum services, petroleum and mineral production and exploration industries. Mr. Rakich has had over 30 years’ experience in the management of public companies listed on the ASX with extensive knowledge of the ASX Listing Rules and Corporations Act within Australia. He is a member of the Australian Society of Accountants. The Board has determined that Mr. Rakich does not qualify as an independent director under NYSE MKT rules due to Mr. Rakich’s role as the Company’s Secretary.

Other Public Company Board Service: Mr. Rakich is a Director and Company Secretary for Ausgold Ltd. (ASX: AUC), an Australian public company in the resources sector. He is also Director and Company Secretary of Fortune Minerals Limited, a private Australian company.

Recent Past Public Company Board Service: Mr. Rakich has served as an officer or director the following ASX listed public companies: 

Resolution 2—Adoption of Remuneration Report

We are asking our shareholders to approve, on an advisory basis per Australian rules, our Remuneration Report as set forth in our 2016 ASX Annual Report. That remuneration report was filed with the Australian Stock Exchange on September 30, 2016, was previously furnished on Form 8-K with the U.S. Securities Exchange Commission on October 3, 2016, and is attached to this U.S. Proxy Statement as Exhibit A. The Remuneration Report:

Shareholders will be asked to vote on the following ordinary resolution:

“That, for the purpose of section 250R(2) of the Corporations Act 2001 and for all other purposes, the Remuneration Report contained in the 2016 Annual Report which accompanied the notice convening this meeting be adopted by shareholders.”

The vote on the resolution is advisory only and does not bind the directors or the Company, nor does it affect the remuneration already paid or payable to the directors or the senior executives. The Chairman of the annual general meeting will allow reasonable opportunity for shareholders to ask questions about, or comment on the Remuneration Report at the meeting. Shareholders should note that prices specified in the Remuneration Report are in Australian Dollars unless otherwise indicated.

Section 250R(4) of the Corporations Act prohibits any votes on this Resolution being cast by senior executives (or their associates) whose remuneration details are disclosed in the Remuneration Report. However, the Company will not disregard any votes cast on resolution 2 if the person casting the vote is acting as proxy, the proxy form specifies how the proxy is to vote on the resolution, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this resolution as described above. Additionally, an exception to the prohibition exists to enable the Chairman to vote shareholders’ undirected proxy votes. In this regard, you should note that if you appoint the Chairman as your proxy and you indicate on the proxy form that you do not wish to specify how the Chairman should vote on resolution 2, the Chairman will cast your votes in favor of resolution 2. If you wish to appoint the Chairman as your proxy but do NOT want your votes cast in favor of resolution 2, you must indicate your voting intention by checking the box marked either ‘against’ or ‘abstain’ opposite resolution 2 on the proxy form.

You may vote “For,” “Against” or “Abstain” on resolution 2. Resolution 2 is passed by a simple majority of votes cast on the resolution, either in person or by proxy. There is no minimum number of votes required to pass the resolution. Neither broker non–votes nor abstentions will affect the outcome of the resolution.

Resolutions 3, 4, 5 and 6 — Issuance of Shares to Dr. Peter Hill, Mr. Terence Barr, Mr. Gregory Channon and Mr. Denis Rakich

Effective August 1, 2015, the Board resolved to reduce the Company’s overhead, including director’s fees, consultancy fees and salaries to directors and employees of the Company. In order to compensate those persons whose compensation was reduced, the Board resolved, subject to shareholder approval where required, to issue a number of ordinary shares equal in value to the amount of the reduction for the period in which the reduction is in effect. The reduction commenced on September 1, 2015 and was in effect to August 31, 2016. It was further agreed that the issue price of the ordinary shares to be issued will be equal to the volume-weighted average price of the Company’s ADSs traded on the NYSE MKT for the period covering the reduction, as outlined in the Explanatory Memorandum.

Under Australian law, the issuance of shares to a member of the board of directors of an Australian company must be approved by shareholders. It is proposed to grant: (a) 8,818,800 shares to Dr. Peter Hill, a director of the Company, or his nominee, (b) 16,258,000 shares to Mr. Terence Barr, the managing director of the Company, or his nominee, (c) 5,005,000 shares to Mr. Gregory Channon, a director of the Company, or his nominee, and (d) 1,517,400 shares to Mr. Denis Rakich, a director of the Company, or his nominee, in each case upon the terms set forth in the Explanatory Memorandum.

The shares referred to in resolutions 3, 4, 5 and 6 will be issued within one month after the date of the annual general meeting. The shares will be issued for no consideration, and no funds will be raised from the issuance. In accordance with ASX Listing Rule 10.13.6 and section 224 of the Corporations Act, any votes cast on resolution 3, 4, 5 or 6 (other than (i) by a person as proxy for a member who is entitled to vote, in accordance with the directions on the relevant proxy form or (ii) by the Chairman of the meeting as an undirected proxy for a member who is entitled to vote) by Dr. Peter Hill, Mr. Terence Barr, Mr. Gregory Channon, or Mr. Denis Rakich, any of their nominees or any of his associates, on the resolution affecting such director will be disregarded.

The Company will disregard any votes cast on resolutions 3, 4, 5 and 6 by any member of the Key Management Personnel (as defined in the Explanatory Memorandum) of the Company, or a closely related party of such member, acting as proxy if the appointment does not specify the way the proxy is to vote on resolutions 3, 4, 5 and 6. However, the Company will not disregard any votes cast on resolutions 3, 4, 5 and 6 by such a person if: (i) the proxy form specifies how the proxy is to vote on the resolution, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this resolution as described above; or (ii) the person is the Chairman of the meeting voting an undirected proxy and the appointment expressly authorizes the Chairman to exercise the proxy even though resolutions 3, 4, 5 and 6 are connected with the remuneration of the Key Management Personnel of the Company.

You may vote “For,” “Against” or “Abstain” on resolutions 3, 4, 5, and 6. Each of resolutions 3, 4, 5, and 6 is passed by a simple majority of votes cast on the resolution, either in person or by proxy. There is no minimum number of votes required to pass these resolutions. Neither broker non–votes nor abstentions will affect the outcome of these resolutions.

Resolution 7—Issuance of Shares to Employees

Shareholders will be asked to vote on the following ordinary resolution:

“That for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 35,046,200 shares to employees of the Company and its subsidiaries, for the purpose and on the terms set out in the explanatory memorandum accompanying the notice convening this meeting."

On October 7, 2016, the Board resolved to issue up to 35,046,200 shares to employees of the Company and its subsidiaries, in lieu of a temporary cash salary reduction, on the terms set out below.

ASX Listing Rule 7.1 provides that, unless an exemption applies, a company must not, without prior approval of shareholders, issue or agree to issue equity securities if the equity securities will in themselves or when aggregated with the equity securities issued by the company during the previous 12 months, exceed 15% of the number of ordinary securities on issue at the commencement of that 12 month period.

Shareholder approval of the issue of shares to employees pursuant to resolution 7 will therefore provide the Company the flexibility to make further issues of equity securities in the next 12 months.

The shares proposed to be issued, for which approval is sought under resolution 7, comprise 0.99% of the Company’s fully diluted issued capital (based on the number of shares and options on issue as of October 6, 2016).

Shareholders are advised of the following information:

If approved by shareholders, resolution 7 would result in the following benefits to participants:

(1) Shares to be issued to Mr. Barr, the Company’s principal executive officer, and directors Denis Rakich, Gregory Channon, and Peter Hill are reflected in the chart accompanying resolutions 3, 4, 5, and 6.

Please see the Explanatory Memorandum for additional information regarding these resolutions.

The Company will disregard any votes cast on resolution 7 by any person who may participate in the proposed issue and any person who might obtain a benefit (except a benefit solely in the capacity of a holder of ordinary securities) if the resolution is passed, and any person associated with those persons. However, the Company will not disregard any votes cast on resolution 7 by such a person if: (a) the person is acting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or (b) the person is the Chairman of the meeting acting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

The Company will also disregard any votes cast on resolution 7 by any member of the Key Management Personnel of the Company, or a Closely Related Party (as defined in the Explanatory Memorandum) of such member, acting as proxy if the appointment does not specify the way the proxy is to vote on resolution 7. However, the Company will not disregard any votes cast on resolution 7 by such a person if: (a) the proxy form specifies how the proxy is to vote on resolution 7, and the vote is not cast on behalf of a person who is otherwise excluded from voting on the resolution as described above; or (b) the person is the Chairman of the meeting voting an undirected proxy and the appointment expressly authorizes the Chairman to exercise the proxy even though resolution 7 is or may be connected with the remuneration of the Key Management Personnel of the Company.

You may vote “For,” “Against” or “Abstain” on resolution 7. Resolution 7 is passed by a simple majority of votes cast on the resolution, either in person or by proxy. There is no minimum number of votes required to pass the resolution. Neither broker non–votes nor abstentions will affect the outcome of the resolution. In the event resolution 7 is not approved by shareholders, there will be no effect on resolutions 3, 4, 5, or 6.

The Board recommends a “FOR” vote on resolution 7 .

Resolution 8—Adoption of Stock Option Plan

Shareholders will be asked to vote on the following ordinary resolution:

“That for the purposes of Listing Rule 7.2, Exception 9(b) and for all other purposes, Shareholders approve the Samson Oil & Gas Limited 2016 Stock Option Plan for employees and executive directors of the Company known as the "Plan", a summary of which is set out in the Explanatory Statement accompanying this notice convening this meeting, and the issue of securities thereunder as an exception to Listing Rule 7.1.”

At the annual meeting, shareholders will be asked to approve the 2016 Stock Option Plan (the “2016 Plan”), which was adopted, subject to shareholder approval, by the board of directors on October 4, 2016. The 2016 Plan is attached hereto as Annexure C and the following description is qualified in its entirety by reference to the 2016 Plan.

As described in the table on page 43 of this proxy statement, the Company has an existing stock option plan, the Samson Oil & Gas Limited Stock Option Plan (the “2009 Plan”), under which stock options may be granted to employees, directors and consultants. If the 2016 Plan is approved by shareholders, the Company contemplates that future awards may be granted under the 2016 Plan rather than the 2009 Plan.

Description of the 2016 Stock Option Plan

The purposes of the 2016 Plan are to align the interests of the Company, subsidiaries, and shareholders with those of its officers, directors and employees, as well as other individuals providing services to the Company, by creating incentives for such persons to exert maximum efforts for the success of the Company. The 2016 Plan provides for an aggregate of three hundred twenty million (320,000,000) shares to be initially available for issuance under options (which shares are the equivalent of one million six hundred thousand (1,600,000) ADSs). This number includes one hundred thirty eight million (138,000,000) ordinary shares (the equivalent of 690,000 ADSs) in options to be granted to Directors under the 2016 Plan if resolutions 9, 10, 11, and 12 are approved by shareholders. The maximum number of shares subject to issuance under options that may be granted under the 2016 Plan to any one participant in any one calendar year is sixty million (60,000,000) shares (the equivalent of 300,000 ADSs), unless a greater number is authorized by a resolution approved by the Board and the shareholders.

Based on the closing price of our ordinary shares on the ASX on October 5, 2016 of A$0.005, the market value of the 320,000,000 ordinary shares was A$1,600,000, and based on the closing price of our ADSs on the NYSE MKT on October 5, 2016 of $0.68, the market value of the 1,600,000 ADSs was US$1,088,000. The 2016 Plan will be terminated 10 years from the date that it is approved by the Company’s shareholders but it must be submitted to shareholders for re-adoption every three years during that period.

The 2016 Plan permits the award of options to any officer, director and employee or other individual providing services to the Company. The Company currently has four directors and 11 employees, including 2 part time employees.

The 2016 Plan will be administered by the Board, or one or more committees appointed by the Board. (The appropriate acting body, be it the Board or a committee within its delegated authority is referred to in this summary as the “Administrator.”) Subject to the terms of the 2016 Plan, the Administrator determines the persons to whom options are granted, the number of shares granted, the vesting schedule, if any, and the type of consideration to be paid to the Company upon the exercise of the stock options.

The Administrator may grant both incentive stock options (“ISOs”) intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, and nonqualified stock options (“NQSOs”). Each ISO must be granted only to a U.S. Person and may not be exercisable for more than 10 years. Each option must be granted at an exercise price of no less than 100% of the fair market value of the ordinary shares on the date of the grant. The exercise price of ISOs which are granted to a holder of more than 10% of the total combined voting power of the Company must be equal or greater than 110% of fair market value. Any option granted under the 2016 Plan generally must have a term no greater than ten years but the term of an ISO granted to a holder of more than 10% of the ordinary shares cannot exceed five years.

The Board may, at any time and from time to time, amend the 2016 Plan in any respect provided that no such amendment may become effective without approval of the shareholders if shareholder approval is necessary to satisfy statutory or regulatory requirements or if the board determines that shareholder approval is otherwise necessary or desirable. No amendment shall adversely affect any option holder’s rights and obligations with respect to outstanding options under the 2016 Plan without the consent of such holders.

Any future benefits under the 2016 Plan will depend on the Company’s performance and decisions of the Administrator regarding the granting of options as well as the fair market value of the Company’s ordinary shares at various future dates. As a result, except with respect to the options that are the subject of resolutions 9, 10, 11 and 12, it is not possible to determine the benefits that will be received by participants if the 2016 Plan is approved by the shareholders.

If resolution 8 is approved by shareholders, along with resolutions 9, 10, 11, and 12, the plan would result in the following benefits to participants which are presently determinable:

Federal Income Tax Consequences

The following is a general summary of the federal income tax consequences that may apply to recipients of the options under the 2016 Plan. Because application of the tax laws varies according to individual circumstances, a participant should seek professional tax advice concerning the tax consequences of his or her participation in the 2016 Plan, including the potential application and effect of state, local and foreign tax laws and estate and gift tax considerations.

Incentive Stock Options . A participant who is granted an ISO recognizes no taxable income when the ISO is granted. Generally, a participant will not recognize taxable income upon exercise of an ISO for regular income tax purposes, but generally will recognize taxable income upon the exercise of an ISO for alternative minimum tax (“AMT”) purposes (see below). A participant who exercises an ISO will recognize taxable gain or loss upon the sale of the shares underlying the option. Any gain or loss recognized on the sale of shares acquired upon exercise of an ISO is taxed as capital gain or loss if the shares have been held for more than one year after the option was exercised and for more than two years after the option was granted. If the participant disposes of the shares before the required holding periods have elapsed (a “disqualifying disposition”), the participant is taxed as though he or she had exercised an NQSO, except that the ordinary income on exercise of the option is recognized in the year of the disqualifying disposition and generally is the lesser of the original spread upon exercise or the excess of the amount realized in the sale of the stock over the original option price. We will not be entitled to a deduction with respect to the ISO or the ISO shares.

Alternative Minimum Tax . The exercise of an ISO may result in tax liability under the AMT. The AMT provides for additional tax equal to the excess, if any, of (a) 26% or 28% of “alternative minimum taxable income” in excess of a certain exemption amount, over (b) regular income tax for the taxable year. For purposes of calculating alternative minimum taxable income, an ISO is treated as if it were an NQSO, so the difference between the fair market value of the shares on the date of exercise and the option price will be deemed to be income for this purpose and the taxpayer will hold the shares with a tax basis equal to such fair market value on the date of exercise for subsequent AMT purposes. Application of the AMT to any exercise of an ISO and to a disqualifying disposition of shares is complex and will vary depending upon each person’s circumstances. Each holder of an ISO is cautioned to determine the effect, if any, of an ISO exercise before it is made.

Nonqualified Stock Options . The tax treatment of NQSOs differs significantly from the tax treatment of ISOs. No taxable income is recognized when an NSO is granted but, upon the exercise of an NSO, the difference between the fair market value of the shares underlying the option on the date of exercise (or up to 6 months later if the option is subject to Section 16(b) of the Securities Exchange Act of 1934) and the exercise price is taxable as ordinary income to the recipient and is generally deductible by the Company. The recipient will have a tax basis in the shares equal to the fair market value on the date of exercise and the holding period for the shares will begin on the day after the date the option is exercised. For long-term capital gain treatment, the shares must be held for more than one year.

Withholding . The Company may be required to withhold federal, state or local taxes in connection with any share option or other award under the 2016 Plan, including, but not limited to, withholding of any portion of any payment or withholding from other compensation payable to the participant, unless such person reimburses the Company for such amount.

Change of Control . If there is an acceleration of the exercisability of options upon a change of control, all or a portion of the accelerated awards may constitute “excess parachute payments” under Section 280G of the Code. Generally an employee receiving an excess parachute payment incurs an excise tax of 20% of the amount of the payment in excess of the employee’s average annual compensation over the five calendar years preceding the year of the change of control and the Company is not entitled to a deduction for such excess amount.

This summary of the federal income tax consequences of the 2016 Plan is based on present U.S. federal tax law and regulations. The summary does not purport to be complete or applicable to every specific situation.

The Company will disregard any votes cast on resolution 8 by any director of the Company (except one who is ineligible to participate in the Plan) and any associate of that director. However, the Company need not disregard a vote cast on resolution 8 by such a person if: (a) the person is acting as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or (b) the person is the Chairman of the meeting acting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

The Company will disregard any votes cast on resolution 8 by any member of the Key Management Personnel of the Company, or a Closely Related Party of such member, acting as proxy if the appointment does not specify the way the proxy is to vote on resolution 8. However, the Company will not disregard any votes cast on resolution 8 by such a person if: (a) the proxy form specifies how the proxy is to vote on the resolution, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this resolution as described above; or (b) the person is the Chairman of the meeting voting an undirected proxy and the appointment expressly authorizes the Chairman to exercise the proxy even though resolution 8 is connected with the remuneration of the Key Management Personnel of the Company.

You may vote “For,” “Against” or “Abstain” on resolution 8. Resolution 8 is passed by a simple majority of votes cast on the resolution, either in person or by proxy. There is no minimum number of votes required to pass the resolution. Neither broker non–votes nor abstentions will affect the outcome of the resolution. In the event that resolution 8 is approved by shareholders but resolutions 9, 10, 11 or 12 are not approved by shareholders no grants will be made to directors indicated in the failed resolution 9, 10, 11 or 12, but the 2016 Plan will be approved as to all other participants.

Resolution 9, 10, 11 and 12— Issuance of Options to Dr. Peter Hill, Mr. Gregory Channon, Mr. Denis Rakich and Mr. Terence Barr

Under Australian law, the issuance of options to members of boards of directors must be approved by shareholders. It is proposed to grant: (a) 30,000,000 options to Dr. Peter Hill, a director of the Company, or his nominee, (b) 24,000,000 options to Mr. Gregory Channon, a director of the Company, or his nominee, (c) 24,000,000 options to Mr. Denis Rakich, a director of the Company, or his nominee, and (d) 60,000,000 options to Mr. Terence Barr, the managing director of the Company, or his nominee, in each case under the 2016 Plan and upon the terms set forth in Annexure B.

Please refer to the chart in resolution 8 regarding the benefits that will be received or allocated to participants if shareholders approve resolutions 9, 10, 11 and 12. Please see the Explanatory Memorandum and the description of the 2016 Plan in resolution 8 for additional information regarding these resolutions.

The Company will disregard any votes cast on resolutions 9, 10, 11, or 12 by a director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and any associate of that director. However, the Company need not disregard a vote if it is cast by such a person if the person is acting as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

The Company will also disregard any votes cast on resolutions 9, 10, 11, or 12 by any member of the Key Management Personnel of the Company, or a Closely Related Party of such member, acting as proxy if the appointment does not specify the way the proxy is to vote on resolutions 9, 10, 11, or 12. However, the Company will not disregard any votes cast on resolutions 9, 10, 11, or 12 by such a person if: (a) the proxy form specifies how the proxy is to vote on the resolution, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this resolution as described above; or (b) the person is the Chairman of the meeting voting an undirected proxy and the appointment expressly authorizes the Chairman to exercise the proxy even though resolutions 9, 10, 11, or 12 are connected with the remuneration of the Key Management Personnel of the Company.

You may vote “For,” “Against” or “Abstain” on resolutions 9, 10, 11, and 12. Each of resolutions 9, 10, 11, and 12 is passed by a simple majority of votes cast on the resolution, either in person or by proxy. There is no minimum number of votes required to pass these resolutions. Neither broker non–votes nor abstentions will affect the outcome of these resolutions. In the event that resolution 8 is not approved by shareholders, but any of resolutions 9, 10, 11 or 12 are approved by shareholders, the options will be issuable to the respective director indicated by the approved resolution 9, 10, 11 or 12 upon the terms of the 2016 Plan.

Resolution 13—Advisory Vote on “Named Executive Officer” Compensation

In accordance with the requirements of the U.S. Securities Exchange Act of 1934, the compensation paid to the Company’s “named executive officers,” as disclosed in this Annexure “A” U.S. Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion in the “Executive Compensation” section of this U.S. Proxy Statement, is hereby submitted to an advisory vote of shareholders, as follows:

“That the shareholders approve, on an advisory basis, the compensation of the Company’s “named executive officers,” as disclosed in this U.S. Proxy Statement including the “Compensation Discussion and Analysis,” compensation tables and narrative disclosure in this U.S. Proxy Statement.”

Our “named executive officers” are:

1. Terence M. Barr, Managing Director, Chief Executive Officer and President

2. Robyn Lamont, Chief Financial Officer

3. David Ninke, Vice President – Exploration

In accordance with Section 14A of the U.S. Securities Exchange Act of 1934, this resolution is advisory only and does not bind the Board. The Board will review the results of the votes and will take them into account in making a determination concerning named executive officer compensation. Currently, the Company holds an advisory vote on executive compensation on an annual basis.

You may vote “For,” “Against” or “Abstain” on the advisory vote. The advisory vote is passed by a simple majority of votes cast on the resolution, either in person or by proxy. There is no minimum number of votes required to pass the resolution. Neither broker non–votes nor abstentions will affect the outcome of the resolution.

AUDIT COMMITTEE MATTERS

Audit Committee Pre–Approval Policy

The charter of the Audit Committee includes certain procedures regarding the pre-approval of all engagement letters and fees for all auditing services and permitted non-audit services performed by the independent auditors, subject to any exception under Section 10A of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”). Pre-approval authority may be delegated to an Audit Committee member or a subcommittee comprised of members of the Audit Committee, and any such member or subcommittee shall report any decisions to the full Audit Committee at its next scheduled meeting. All services were approved by the Audit Committee pursuant to its pre–approval policies as in effect as of the relevant times.

Representatives of the Company’s Australian auditor, RSM Bird Cameron (“RSM”), will be present at the Annual General Meeting and will be available to respond to appropriate questions. Representatives of the Company’s U.S. auditor, Hein & Associates LLP, are not expected to be present at the Annual General Meeting.

(1) All other fees in fiscal year 2016 includes services in connection with our internal controls. All services were approved by the Audit Committee.

Our auditor for the years ended June 30, 2015 and June 30, 2016 was Hein & Associates LLP.

Change in Certifying Accountant

As previously reported in a Form 8-K filed on September 22, 2014, the Company’s Audit Committee conducted a competitive process to determine the Company's independent registered public accounting firm for the fiscal year ended June 30, 2015. As a result of this process, on September 18, 2014, the Audit Committee approved the engagement of Hein & Associates LLP (“Hein”) as the Company's independent registered public accounting firm for the fiscal year ended June 30, 2015. On the same date, the Company dismissed PricewaterhouseCoopers LLP (“PwC”) as the Company's independent registered public accounting firm, effective immediately.

The report of PwC on the Company's financial statements for the fiscal year ended June 30, 2014, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles. In connection with the audits of the Company's financial statements for the fiscal year ended June 30, 2014, and in the subsequent interim period through September 18, 2014, there were no "disagreements" (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K) with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures any of which, if not resolved to the satisfaction of PwC, would have caused PwC to make reference to the matter in their report.

There was a "reportable event" (as that term is defined in Item 304(a)(1)(v) of Regulation S-K) during the fiscal year ended June 30, 2014 and the subsequent interim period through September 18, 2014, related to the material weakness in the Company's internal control over financial reporting disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2014 (the “2014 Annual Report”). As disclosed in the 2014 Annual Report, the Company concluded that a material weakness existed as of June 30, 2014, in that the Company did not design and maintain effective controls over the completeness and accuracy of our accounting for asset retirement obligations. Specifically, there was a lack of precision in the review of accounting for the asset retirement obligation and the related accretion expenses. This control deficiency resulted in errors in the calculation of the asset retirement obligation inclusive of accretion expense. Additionally, this control deficiency could result in misstatements of the aforementioned accounts and disclosures that would result in a material misstatement of the consolidated financial statements that would not be prevented or detected. Accordingly, our management determined that this control deficiency constituted a material weakness as of June 30, 2014. Because of the material weakness, management concluded that the Company did not maintain effective internal control over financial reporting as of June 30, 2014 based on criteria in Internal Control—Integrated Framework (1992) issued by the COSO. Accordingly, the report of PwC on the Company's internal control over financial reporting as of June 30, 2014, which was included in the 2014 Annual Report, contained an adverse opinion thereon. The Audit Committee discussed the material weakness in its internal control over financial reporting with PwC and has authorized PwC to respond fully to the inquiries of Hein concerning such material weakness.

As discussed above, on September 18, 2014, the Committee engaged Hein as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2015. During the fiscal year ended June 30, 2014 and through September 18, 2014, neither the Company, nor anyone acting on its behalf, consulted Hein with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and neither a written report was provided to the Company nor oral advice was provided to the Company that Hein concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, except as described in the last sentence of this paragraph; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K), except as described in last sentence of this paragraph. During fiscal year ended June 30, 2014, the Company consulted with Hein on certain matters related to internal control over financial reporting, including the material weakness described above, and certain matters related to the Company’s calculation and presentation of its tax provision.

During the fiscal year ended June 30, 2015, subsequent to the appointment of Hein and the dismissal of PwC on September 18, 2014, and during the fiscal year ended June 30, 2016, there was no reportable event. The Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016 (the “2016 Annual Report”) did not include a material weakness, and the Company’s management concluded that, based on its assessment, as of June 30, 2016, the Company’s internal control over financial reporting was effective.