UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a–12
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SAMSON OIL &
GAS LIMITED
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a–6(i)(1) and0–11.
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Check box if any part of the fee is offset as provided by Exchange Act Rule0–11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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TABLE OF CONTENTS
SAMSON OIL & GAS LIMITED
(ABN 25 009 069 005)
NOTICE OF ANNUAL GENERAL MEETING
EXPLANATORY MEMORANDUM
PROXY FORM
Date:
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Monday, 6 November 2017
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Time:
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11.00 am AWST
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Venue:
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Level 1, AMP Building
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140 St Georges Terrace
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Perth, WA 6000
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These documents should be read in their
entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or
other professional adviser prior to voting.
SAMSON OIL & GAS LIMITED
Notice of Annual General Meeting 2017
SAMSON
OIL & GAS LIMITED
(ABN
25 009 069 005)
NOTICE
OF ANNUAL GENERAL MEETING
NOTICE
IS HEREBY GIVEN
that the annual general meeting of Samson Oil & Gas Limited will be held at Level 1, AMP Building 140
St Georges Terrace, Perth, Western Australia 6000 on Monday, 6 November 2017 at 11.00am (Perth, Western Australia time).
AGENDA
ORDINARY
BUSINESS
Financial
Statements
To
receive, consider and discuss the Company’s financial statements for the year ended 30 June 2017 and the reports of the
directors and auditors on those statements.
Note:
There
is no requirement for Shareholders to approve these reports.
Resolution
1- Re-election of Director
To
consider, and if thought fit to pass, the following resolution as an ordinary resolution:
“In
accordance with Rule 3.6 of the Company's constitution, that Dr Peter Hill, who retires by rotation and, being eligible, offers
himself for re-election, be re-elected as a Director of the Company”.
Resolution
2 – Adoption of Remuneration Report
To
consider, and if thought fit to pass, the following resolution as a non-binding resolution:
“That,
for the purposes of section 250R(2) of the Corporations Act 2001 and for all other purposes, the Remuneration Report contained
in the 2017 Annual Report which accompanied the notice convening this meeting be adopted by shareholders”.
Note:
In
accordance with section 250R(2) of the Corporations Act 2001, this resolution is advisory only and does not bind the Directors
or the Company.
Voting
Prohibition Statement:
The
Company will disregard any votes cast on Resolution 2 by or on behalf of any member of the Key Management Personnel, details of
whose remuneration are included in the Remuneration Report, or any Closely Related Party of such a member. However, the Company
will not disregard any votes cast on Resolution 2 by such a person if:
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the person is acting as proxy and 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
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(b)
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the person is the Chairman of the Meeting voting an undirected proxy and the appointment expressly
authorises the Chairman to exercise the proxy even though Resolution 2 is connected with the remuneration of the Key Management
Personnel of the Company.
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SAMSON OIL & GAS LIMITED
Notice of Annual General Meeting 2017
Resolution
3 – Approval of Additional 10% Placement Facility
To
consider and, if thought fit, to pass the following Resolution as a special resolution:
“That
for the purposes of ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to
10% of the issued capital of the Company (at the time of the issue), calculated in accordance with the formula prescribed in Listing
Rule 7.1A.2 for the purpose and on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of
Annual General Meeting.”
Voting
exclusion statement
:
For
the purpose of Listing Rule 7.3A.7, and for all other purposes, the Company will disregard any votes cast on this Resolution 3
by any person (and any associates of such person) who may participate in the Additional 10% Placement Facility and a 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 associates of those persons. However, the Company need not disregard a vote if it is cast by a person 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 person chairing the
meeting 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.
However,
the Company will not disregard a vote if;
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it
is cast by a person as proxy for a person who is entitled to vote, in accordance with
the directions on the proxy form; or
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b)
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it
is cast by the person chairing the meeting 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.
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Resolution
4 –Ratify the Issuance of 492,429,045 Options in Conjunction with the Issuance of Preferred Shares
To
consider, and if thought fit to pass, the following resolution as an ordinary resolution:
“That
for the purpose of ASX Listing Rule 7.4 and all other purposes, the issue of 492,429,045 options in the Company to the purchaser
of preferred shares on the terms described in the explanatory memorandum which accompanied the notice convening this meeting be
and is hereby ratified”.
Voting
exclusion statement:
For
the purpose of Listing Rule 7.5.6, and all other purposes, the Company will disregard any votes cast on this resolution 4 by the
purchaser of preferred shares and any of its associates. However, the Company will not disregard a vote if;
a)
it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
b)
it is cast by the person chairing the meeting 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.
Resolution
5 – Authorise the Issuance of up to 507,170,955 options in Conjunction with the Issuance of Preferred Shares
To
consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“
That,
for the purpose of Listing Rule 7.1, and for all other purposes, approval is given for the issue of 507,170,955 options in the
Company to the purchaser of preferred shares on the terms described in the explanatory memorandum that accompanied the notice
convening this meeting
”
SAMSON OIL & GAS LIMITED
Notice of Annual General Meeting 2017
Voting
exclusion statement:
For
the purpose of Listing Rule 7.5.6, and all other purposes, the Company will disregard any votes cast on this resolution 5 by the
purchaser of preferred shares and any of its associates. However, the Company will not disregard a vote if;
a)
it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
b)
it is cast by the person chairing the meeting 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.
Resolution
6 – Adoption of New Constitution
To
consider and, if thought fit, to pass, the following Resolution as a
special resolution
:
“That,
for the purposes of sections 136(2) and 648G of the Corporations Act, and for all other purposes, the constitution submitted to
this meeting and signed by the Chairman of this meeting for the purpose of identification be adopted as the constitution of the
Company in substitution for and to the exclusion of the existing constitution of the Company.”
Resolution
7 - Advisory Vote on named Executive Officer Compensation
In
accordance with the requirement of the U.S. Securities Exchange Act of 1934, the compensation paid to the Company’s “named
executive officers”, as disclosed in the Annexure “A” to the explanatory memorandum that accompanied this notice,
is hereby submitted to an advisory vote of shareholders.
To consider, and
if thought fit to pass, the following resolution as an ordinary resolution:
“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.”
Note:
In
accordance with Section 14(a) of the U.S. Securities Exchange Act of 1934, this resolution is advisory only and does not bind
the Directors of the Company.
Resolution
8 - Advisory Vote on the Frequency of Future Advisory Votes on “Named Executive Officer” Compensation
In
accordance with the requirements of the U.S. Securities Exchange Act of 1934, the frequency of the required advisory vote on the
compensation paid to the Company's “named executive officers”, which vote must be taken every one year, every two
years or every three years, as the shareholders elect, is hereby submitted to an advisory vote of shareholders, as follows:
“That
the shareholders approve, on an advisory basis, the frequency of the required advisory vote on the compensation paid to the Company’s
“named executive officers,” as disclosed in this U.S. Proxy Statement.”
Note
:
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 or the Company.
You
may vote “Every Year,” “Every Two Years”, “Every Three Years”, or “Abstain” on
Resolution 8. Resolution 8 is non binding, as provided by law. The Board will review the results of the votes and will take them
into account in making a determination concerning frequency of future advisory votes on named executive officer compensation.
SAMSON OIL & GAS LIMITED
Notice of Annual General Meeting 2017
PROXIES
In
accordance with section 249L of the Corporations Act 2001, members are advised that:
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each
member has a right to appoint a proxy;
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the
proxy need not be a member of the Company;
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a
member who is entitled to cast two or more votes may appoint two proxies and may specify
the proportion or number of votes each proxy is appointed to exercise. If no proportion
or number is specified, then in accordance with section 249X(3) of the Corporations Act
2001, each proxy may exercise one-half of the votes.
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In
accordance with section 250BA of the Corporations Act 2001, the Company specifies the following information for the purposes of
receipt of proxy appointments:
Registered
Office:
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Level
16, AMP Building, 140 St Georges Terrace Perth WA 6000
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Facsimile
Number:
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(08) 9220
9820 (international number: +61 8 9220 9820)
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Postal
Address:
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PO Box
7654, Cloisters Square, Perth, WA 6850
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Each
member entitled to vote at the general meeting has the right to appoint a proxy to attend and vote at the meeting on his behalf.
The member may specify the way in which the proxy is to vote on each resolution or may allow the proxy to vote at his discretion.
The
instrument appointing the proxy must be received by the Company at the address specified above at least 48 hours before the time
notified for the meeting (proxy forms can be lodged by facsimile).
In
accordance with regulation 7.11.38 of the Corporations Regulations 2001, the Company determines that shares held as at 11.00am
on 4 November 2017 will be taken, for the purposes of the general meeting, to be held by the persons who held them at that time.
By
Order of the Board
DENIS
I RAKICH
Director/Company
Secretary
6
October 2017
SAMSON
OIL & GAS LIMITED
(ABN
25 009 069 005)
EXPLANATORY
MEMORANDUM TO SHAREHOLDERS
This
Explanatory Memorandum has been prepared for the information of shareholders of Samson Oil & Gas Limited in connection with
the business to be transacted at the annual general meeting of the Company to be held on Monday 6 November 2017.
At
that meeting, shareholders will be asked to consider resolutions:
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re-electing
a director who retires by rotation;
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adopting
the remuneration report;
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approving
additional 10% placement facility;
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ratify
the issue of Options;
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approving
future issue of Options;
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adoption
of new Constitution
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advisory
vote to approve named executive officer compensation; and
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advisory
vote on frequency of future advisory votes.
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The
purpose of this Explanatory Memorandum is to provide information that the Board believes to be material to shareholders in deciding
whether or not to pass those resolutions. The Explanatory Memorandum explains the resolutions and identifies the Board’s
reasons for putting them to shareholders. It should be read in conjunction with the accompanying Notice of Meeting.
The
following terms and abbreviations used in this Explanatory Memorandum have the following meanings:
AGM
or General Meeting
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The
annual general meeting of the Company to be held on Monday 6 November 2017.
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ASIC
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Australian
Securities and Investments Commission.
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ASX
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ASX Limited
(ACN 008 624 691), trading as the Australian Securities Exchange.
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ASX
Listing Rules or Listing Rules
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The Official
Listing Rules of the ASX, as amended from Rules time to time.
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Board
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The board
of directors of the Company.
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Constitution
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The constitution
of the Company.
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Corporations
Act
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Corporations
Act 2001 (Cth.).
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Closely
Related Party
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Of
a member of the Key Management Personnel means:
(i) a
spouse or child of the member;
(ii) a
child of the member’s spouse
(iii) a
dependant of the member of the members spouse
(iv) anyone
else who is one of the member’s family and may be expected to influence the member
or be influenced by the member, in the member’s dealing with the entity;
(v) a
company the member controls; or
(vi) a
person prescribed by the Corporations Regulations 2001 (Cth.).
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Director
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A director
of the Company.
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Equity
Security
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Has the
meaning given to that term in the Listing Rules.
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Key
Management Personnel
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Has the
same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning,
directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive
or otherwise) of the Company.
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Notice
of Meeting
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The notice
convening the Annual General Meeting which accompanies this Explanatory Memorandum.
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NYSE
MKT
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Means the
New York Stock Exchange’s NYSE MKT trading market.
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Option
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An option
to subscribe for a Share.
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Remuneration
Report
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The annual
remuneration report included in the Company’s annual report for the year ended 30 June 2017.
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Samson
or Company
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Samson
Oil & Gas Limited (ABN 25 009 069 005).
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Samson
Shares or Shares
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Fully
paid ordinary shares in the Company.
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Shareholder
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A registered
holder of a Share.
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3.
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Resolution
1 – Re-election of P. Hill as a Director
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In
accordance with ASX Listing Rule 14.4 and pursuant to Rule 3.6(a) of the Constitution, at each annual general meeting one-third
of the Directors (excluding the Managing Director) must retire from office. Each Director so retiring is entitled to offer him
or himself for re-election as a Director at the annual general meeting which coincides with his retirement. The Directors to retire
are those who have been in office for 3 years since their appointment or last re-appointment or who have been longest in office
since their appointment or last re-appointment or, if the Directors have been in office for an equal length of time (as is the
case here), then by agreement.
By
agreement between the Directors, Dr Hill will retire by rotation at the AGM and, being eligible, seeks re-election as a Director
of the Company.
Dr
Hill has over 40 years of experience in the international oil and natural gas 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 a B.Sc. (Honors) in Geology and a Ph.D. He has provided advisory
and consultancy roles to hedge funds, banks, and companies involved in the upstream oil and gas sector. 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. The career path to date is a proven track
record of significant value creation for all stakeholders served. The key ingredient is to develop a solid strategic position
based on quality assets and the highest principles of governance, openness and honest discussion. Dr Hill also advised Massachusetts
Institute of Technology (MIT) and their start-up companies. Gradiant and FastCap, were initiated by MIT post-graduates/faculty
and have patents that offer decisive break-through technologies in the energy space. Preserving founder equity and introducing
specific clients are key roles that assist the development and value growth of the ventures.
Dr
Hill is the non-executive Chairman of Triangle Petroleum Corporation.
Dr
Hill was elected as a director of the Company on 27 January 2016.
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Resolution
2 – Adoption of Remuneration Report
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The
Corporations Act prescribes certain disclosure requirements for listed companies which include requiring that the directors of
the company include a remuneration report in the company’s annual report. The Corporations Act also requires that the directors
put a resolution to shareholders each year that the remuneration report be adopted.
The
Remuneration Report is set out within the Company’s 2017 Annual Report.
The
Remuneration Report:
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outlines
the Board’s policy for determining the nature and amount of remuneration for directors
and executives of the Company;
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discusses
the relationship between the Board’s remuneration policy and the Company’s
performance;
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details
and explains any performance condition applicable to the remuneration of a director or
executive;
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details
the remuneration of each director (including options) and executive of the Company for
the year; and
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summarises
the terms of any contract under which any director or executive is engaged, including
the period of notice required to terminate the contract and any termination payments
provided for under the contract.
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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 executives. The Chairman of the AGM will allow reasonable opportunity for shareholders
to ask questions about, or comment on the Remuneration Report at the meeting. However, the Corporations Act provides that if the
resolution to approve the Remuneration Report receives a “no” vote of 25% or more of votes cast at the Annual General
Meeting, the Company’s subsequent Remuneration Report must explain the Board’s proposed action in response or, if
the Board does not propose any action, the Board’s reasons for not making any changes. The Board will take into account
the outcome of the vote when considering the remuneration policy, even if it receives less than a 25% “no” vote.
In
addition, sections 250U and 250V of the Corporations Act sets out a “two strikes” re-election process pursuant to
which:
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if,
at a subsequent annual general meeting (
Later Annual General Meeting
), at least
25% of the votes cast on a resolution that the remuneration report be adopted are against
the adoption of that remuneration report;
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(b)
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at
the immediately preceding annual general meeting (
Earlier Annual General Meeting
),
at least 25% of the votes cast on a resolution that the remuneration report be adopted
were against the adoption of that remuneration report; and
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(c)
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a
resolution was not put to the vote at the Earlier Annual General Meeting under an earlier
application of section 250V of the Corporations Act,
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then
the Company must put to vote at the Later Annual General Meeting a resolution requiring Shareholders to vote on whether the Company
must hold another general meeting (
Spill Meeting
) to consider the appointment of all of the Directors at the time the Directors
Report was approved by the Board who must stand for re-appointment (other than the Managing Director) (
Spill Resolution
).
The Spill Resolution may be passed as an ordinary resolution.
If
the Spill Resolution is passed, the Spill Meeting must be held within 90 days after the Spill Resolution is passed. All of the
Company’s Directors who were Directors at the time when the resolution to make the Directors’ Report was passed (excluding
the Managing Director of the Company who may, in accordance with the ASX Listing Rules, continue to hold office indefinitely without
being re-elected to the office) cease to hold office immediately before the end the Spill Meeting and may stand for re-election
at the Spill Meeting.
At
the Company’s 2015 annual general meeting, a Spill Resolution was passed and a Spill Meeting was duly held on 27 January
2016. Accordingly, a Spill Resolution will not be put to the Meeting even if 25% or more of the votes cast against Resolution
2.
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, an exception to this 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 favour of Resolution 2.
If
you wish to appoint the Chairman as your proxy but do NOT want your votes cast in favour of resolution 2, you must indicate your
voting intention by ticking the box marked either ‘against’ or ‘abstain’ opposite resolution 2 on the
Proxy Form.
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5.
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Resolution
3 – Approval of Additional 10% Placement Facility
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General
ASX
Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements
over a 12 month period after the AGM (
Additional Placement Facility
). The Additional Placement Facility is in addition
to the Company’s 15% placement capacity under Listing Rule 7.1.
For
the purposes of Listing Rule 7.1A an eligible entity is one that, as at the date of the relevant annual general meeting:
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(a)
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is
not included in the A&P/ASX300 index; and
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(b)
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has
a market capitalisation of less than $300 million.
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The
Company is an eligible entity.
The
Company is now seeking shareholder approval by way of a special resolution to have the ability to issue Equity Securities under
the Additional Placement Facility. The exact number of Equity Securities to be issued under the Additional Placement Facility
will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out below).
The
effect of shareholders approving Resolution 3 will be to allow the Company to issue Equity Securities under Listing Rule 7.1A
in addition to the Company’s 15% placement capacity under Listing Rule 7.1.
Resolution
3 is a special resolution, accordingly at least 75% of votes cast by shareholders eligible to vote at the Annual General Meeting
must be in favour of Resolution 3 for it to be passed.
Regulatory
Requirements
In
compliance with the information requirements of Listing Rule 7.3A, Shareholders are advised of the following information:
Equity
securities issued under the Additional 10% Placement Facility must be in the same class as an existing class of quoted Equity
Securities of the Company. As at the date of this Notice of Annual General Meeting, the Company has on issue one class of quoted
Equity Securities, being Shares.
The
issue price of Equity Securities issued under the Additional 10% Placement Facility must not be lower than 75% of the volume weighted
average price for securities in the same class calculated over the 15 trading days on which trades in that class were conducted
immediately before:
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(i)
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the
date on which the Equity Securities are issued; or
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(ii)
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the
date on which the price of Equity Securities is agreed, provided that the issue is thereafter
completed within 5 business days.
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As
at the date of this Notice of Annual General Meeting, the Company has 3,283,000,444 Shares on issue. Accordingly, if Shareholders
approve Resolution 3, the Company will have the capacity to issue approximately 328,000,044 Equity Securities under the Additional
10% Placement Facility in accordance with Listing Rule 7.1A.
The
precise number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at
the date of issue of the Equity Securities in accordance with the following formula:
(A
x D) – E
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A
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is
the number of fully paid shares on issue 12 months before the date of issue or agreement:
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(A)
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plus
the number of fully paid shares issued in the 12 months under an exception in Listing
Rule 7.2;
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(B)
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plus
the number of partly paid shares that became fully paid in the 12 months;
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(C)
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plus
the number of fully paid shares issued in the 12 months with approval of holders of shares
under Listing Rule 7.1 and 7.4;
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(D)
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less
the number of fully paid shares cancelled in the 12 months.
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Note
that A is has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.
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E
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is
the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2
in the 12 months before the date of the issue or agreement to issue that are not issued
with the approval of shareholders under Listing Rule 7.1 or 7.4.
|
If
Resolution 3 is approved by Shareholders and the Company issues Equity Securities under the Additional 10% Placement Facility,
existing Shareholders' voting power in the Company will be diluted as shown in the table below. There is a risk that:
|
(i)
|
the
market price for the Company's Equity Securities may be significantly lower on the date
of the issue of the Equity Securities than on the date of the Annual General Meeting;
and
|
|
(ii)
|
the
Equity Securities may be issued at a price that is at a discount to the market price
for the Company's Equity Securities on the issue date or the Equity Securities are issued
as part of consideration for the acquisition of a new asset, which may have an effect
on the amount of funds raised by the issue of the Equity Securities.
|
The
below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number
of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A(2) as at the
date of this Notice of Annual General Meeting.
The
table also shows:
|
(i)
|
two
examples where variable “A” has increased, by 50% and 100%. Variable “A”
is based on the number of ordinary securities the Company has on issue. The number of
ordinary securities on issue may increase as a result of issues of ordinary securities
that do not require Shareholder approval (for example, a pro rata entitlements issue
or scrip issued under a takeover offer) or future specific placements under Listing Rule
7.1 that are approved at a future Shareholders’ meeting; and
|
|
(ii)
|
two
examples of where the issue price of ordinary securities has decreased by 50% and increased
by 50% as against the current market price.
|
Variable
“A” in Listing
Rule 7.1A.2
|
|
Dilution
|
$0.0015
50%
decrease
in Issue Price
|
$0.003
Issue
Price
|
$0.006
100%
increase
in Issue Price
|
Current
Variable A
3,283,000,444
Shares
|
Shares
issued
(10% Voting
Dilution)
|
328,330,444
New Shares
|
328,330,444
New Shares
|
328,330,444
New Shares
|
Funds
raised
|
$492,450
|
$984,900
|
$1,969,800
|
50%
increase in current
Variable A
4,924,500,666
Shares
|
Shares
issued
(10% Voting
Dilution)
|
492,450,066
New Shares
|
492,450,066
New Shares
|
492,450,066
New Shares
|
Funds
raised
|
$738,675
|
$1,477,350
|
$2,954,700
|
100%
increase in current
Variable A
6,566,000,888
Shares
|
Shares
issued
(10% Voting
Dilution)
|
656,600,089
New Shares
|
656,600,089
New Shares
|
656,600,089
New Shares
|
Funds
raised
|
$984,900
|
$1,969,800
|
$3,939,600
|
The
table has been prepared on the following assumptions:
|
1.
|
Variable
A is 3,283,000,444 being the number of ordinary securities on issue at the date of this
Notice of Meeting.
|
|
2.
|
The
Company issues the maximum number of Equity Securities available under the Additional
10% Placement Facility.
|
|
3.
|
No
Options are exercised into Shares before the date of issue of the Equity Securities;
|
|
4.
|
The
Company has not issued any other Equity Securities using its placement capacity under
Listing Rule 7.1 or 7.1A in the 12 months preceding this Notice of Meeting.
|
|
5.
|
The
10% voting dilution reflects the aggregate percentage dilution against the issued share
capital at the time of issue. This is why the voting dilution is shown in each example
as 10%.
|
|
6.
|
The
table does not show an example of dilution that may be caused to a particular Shareholder
by reason of placements under the Additional 10% Placement Facility, based on that Shareholder’s
holding at the date of the Meeting. All Shareholders should consider the dilution caused
to their own shareholding depending on their specific circumstances.
|
|
7.
|
The
table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not
under the 15% placement capacity under Listing Rule 7.1.
|
|
8.
|
The
issue of Equity Securities under the Additional 10% Placement Facility consists only
of Shares.
|
|
9.
|
The
issue price is $0.003, being the closing price of the Shares on ASX on 26 September 2017.
[Note: table to be updated prior to finalisation]
|
If
Shareholders approve Resolution 3, the Company will have a mandate to issue Equity Securities under the Additional 10% Placement
Facility under Listing Rule 7.1A from the date of the Annual General Meeting until the earlier of the following to occur:
|
(i)
|
the
date that is 12 months after the date of the Annual General Meeting; and
|
|
(ii)
|
the
date of the approval by Shareholders of a transaction under Listing Rule 11.1.2 (a significant
change to the nature or scale of activities) or 11.2 (disposal of main undertaking),
(the Additional 10% Placement Period).
|
The
Company will only issue and allot Equity Securities during the Additional 10% Placement Period.
The
Company may seek to issue the Equity Securities to fund the Company’s exploration and development programs and to provide
additional working capital.
The
Company will provide further information at the time of issue of any Equity Securities under the Additional 10% Placement Facility
in compliance with its disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A.
The
Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant
to the Additional 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case
basis having regard to the factors including but not limited to the following:
|
(i)
|
the
methods of raising funds that are available to the Company, including but not limited
to, rights issue or other issues in which existing security holders can participate;
|
|
(ii)
|
the
effect of the issue of the Equity Securities on the control of the Company;
|
|
(iii)
|
the
financial situation and solvency of the Company; and
|
|
(iv)
|
advice
from corporate, financial and broking advisers (if applicable).
|
The
allottees under the Additional 10% Placement Facility have not been determined as at the date of this Notice but may include existing
substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.
Further,
if the Company is successful in acquiring new oil and gas assets or investments, it is likely that the allottees under the 10%
Placement Facility will be the vendors of the new oil and gas assets or investments.
|
(f)
|
Previous
issues of Equity Securities under Listing Rule 7.1A
|
The
Company has not previously obtained Shareholder approval under Listing Rule 7.1A and accordingly has not issued any Equity Securities
pursuant to Listing Rule 7.1A in the 12 months preceding the date of the Annual General Meeting.
In
the 12 months preceding this Notice of Annual General Meeting, the Company has issued [*] Equity Securities which represents [*]%
of the total number of Equity Securities on issue at the commencement of that 12 month period.
Details
of the Equity Securities issued in the 12 month period are outlined in Schedule [2] to this Notice of Meeting.
|
(g)
|
Voting
exclusion statement
|
A
voting exclusion statement for Resolution 3 is included in the Notice of Annual General Meeting preceding this Explanatory Statement.
At
the date of the Notice of Annual General Meeting, the Company has not approached any particular existing security holder or an
identifiable class of existing security holders to participate in the issue of the Equity Securities. No existing Shareholder's
votes will therefore be excluded under the voting exclusion in the Notice of Annual General Meeting.
In
these circumstances (and in accordance with the note set out in ASX Listing Rule 14.11.1 relating to ASX Listing Rules 7.1 and
7.1A), for a person’s vote to be excluded, it must be known that that person will participate in the proposed issue. Where
it is not known who will participate in the proposed issue (as is the case in respect of any Equity Securities issued under the
Additional 10% Placement Facility), Shareholders must consider the proposal on the basis that they may or may not get a benefit
and that it is possible that their holding will be diluted, and there is no reason to exclude their votes.
No
existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice of Annual General Meeting.
Board
Recommendation
The
Board believes that the Additional 10% Placement Facility is beneficial for the Company as it will give the Company the flexibility
to issue further securities representing up to 10% of the Company’s share capital during the next 12 months. Accordingly,
the Board unanimously recommends that Shareholders approve Resolution 3.
|
6.
|
Resolution
4 – Ratify
the Issuance
of 492,429,045 Options in Conjunction with the Issuance of Preferred Shares
|
Prior
to 6 November 2017 being the date of the AGM the Company issued a total of 492,429,045 options to the purchaser of preferred shares
pursuant to the terms of a Loan Facility.
The
options are exercisable into ordinary shares upon payment of A$ 0.0038 per option any time until the expiry date being 5 years
from the date of issue.
Listing
Rule 7.1 prohibits a company from issuing equity securities representing more than 15% of its expanded capital in any 12 month
period without first obtaining shareholder approval.
Listing
Rule 7.4 allows a company to seek ratification by shareholders of an issue of which has been made without approval under Listing
Rule 7.1 provided the issue did not breach Listing Rule 7.1.
As
the issue the subject of Resolution 4 was not in breach of Listing Rule 7.1 and was not previously approved by Shareholders, the
Board now seeks Shareholder ratification of that issue pursuant to Listing Rule 7.4.
The
effect of passing Resolution 4 will be to refresh the Company’s 15% capacity under Listing Rule 7.1 to the extent of the
492,429,045 options.
For
the purposes of Listing Rule 7.5, the following information is provided in relation to Resolution 1:
|
(1)
|
The
total number of options issued was 492,429,045.
|
|
(2)
|
The
options were issued for nil consideration pursuant to the terms of a Loan Facility Agreement.
|
|
(3)
|
The
Shares were issued to the purchaser of preferred shares.
|
|
(5)
|
The
options are exercisable into ordinary shares upon payment of A$ 0.0038 per option any
time until the expiry date being 5 years from the date of issue.
|
|
(6)
|
No
funds were raised from the issue as the options were issued pursuant to the terms of
a Loan Facility Agreement.
|
|
(7)
|
A
voting exclusion statement for Resolution 4 is included in the Notice of Meeting.
|
Board
Recommendation
The
Board unanimously recommends that Shareholders approve Resolution 4.
|
7.
|
Resolution
5 –
Authorise the Issuance
of up to 507,170,955 options in Conjunction with the Issuance of Preferred Shares
|
Listing
Rule 7.1 provides that, unless an exemption applies, a company must not, without prior approval of shareholders, issue or agree
to issue securities if the securities will in themselves or when aggregated with any 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.
Resolution
5 seeks Shareholder approval for the issue of 507,170,955 options to the purchaser of preferred shares. The purpose of Resolution
5 is to enable the Company to issue the options without utilising the Company's 15% placement capacity under Listing Rule 7.1.
If
Shareholders do not approve Resolution 5 and the Company wishes to issue the options to the purchaser of preferred shares under
the terms of the Loan Facility Agreement if the issue of options exceeds its 15% placement capacity, it would need to call another
general meeting to approve that issue.
In
compliance with the information requirements of Listing Rule 7.3, Shareholders are advised of the following information in relation
to Resolution 5:
|
(1)
|
The
maximum number of options to be issued will be 507,170,955.
|
|
(2)
|
The
options will be issued by no later than 3 months after the date of the Meeting.
|
|
(3)
|
The
options will be issued for nil cash consideration pursuant to the terms of the Loan Facility
Agreement.
|
|
(4)
|
The
Shares will be issued to the purchaser of preferred shares a company that is not a related
a party of the Company.
|
|
(5)
|
A
voting exclusion statement for Resolution 5 is included in the Notice of Meeting.
|
Board
Recommendation
The
Board unanimously recommends that Shareholders approve Resolution 5.
|
8.
|
Resolution
6 – Adoption of New Constitution
|
Background
The
Company’s existing Constitution was adopted on 9 December 2005. The terms of the existing Constitution have not been subject
to a comprehensive review or update since that date and the Directors considered it appropriate to review the Constitution to
ensure it reflects the workings of the Company and the present provisions of the Corporations Act and the ASX Listing Rules.
The
Board recommends that the Company’s existing Constitution be amended to address specific matters that the Board considers
to be in the best interests of the Company, and to promote the efficient running of the Company which should be of long term benefit
to the Company and its Shareholders.
In
light of the number of changes being proposed to various parts of the existing Constitution, and the fact that some of the amendments
are of a non-substantive nature, the Board has decided that it is most appropriate to adopt a wholly new constitution rather than
approving numerous amendments to the existing Constitution.
It
is not practical to list all the changes to the constitution in this statement and Shareholders are invited to contact the Company
if they have any queries or concerns. However, the proposed changes that the Board considers more significant for shareholders
are described below. In the discussion below, references to clauses are to clauses in the proposed new Constitution, unless stated
otherwise.
A
copy of the proposed new Constitution can be obtained prior to the meeting by contacting the Company. A copy of the new Constitution
will also be available for inspection at the AGM.
Regulatory
requirements
Under
section 136(2) of the Corporations Act, a company may modify or repeal its constitution or a provision of its constitution by
a special resolution of its shareholders.
If
the Resolution is passed, the new Constitution will take effect immediately.
Material
changes to the Constitution
The
material changes to the existing Constitution are outlined below.
Issue
and transfer of Shares
Consistent
with the existing Constitution, the new Constitution provides that the Company may issue preference shares. The terms of the preference
shares continue to be on standard terms compliant with the requirements of the Corporations Act and the ASX Listing Rules. The
main change proposed in the new Constitution is to permit the issue of preference shares on terms which allow conversion into
ordinary shares.
Directors
The
new Constitution provides that the minimum number of directors of the Company will be three, consistent with the Company’s
obligations under the Corporations Act. The existing Constitution contemplated there being a minimum number greater than three,
which has been removed in the new Constitution.
The
existing Constitution does not stipulate any maximum number of directors of the Company. It is proposed to introduce a maximum
of 8 (not including alternative directors) under the new Constitution.
Under
the new Constitution, Directors will be required to retire no later than the third annual general meeting following their last
election or appointment. Under the existing Constitution, one third of the Directors are required to retire at each annual general
meeting. The new provision reflects common director rotation provisions amongst listed companies and is in line with the relevant
Listing Rules.
Dividends
Following
amendments to the Corporations Act, companies are no longer restricted to paying dividends out of profits. Accordingly, the new
Constitution removes the requirement for dividends to be paid out of the profits of the Company.
The
new Constitution provides that directors may determine that a dividend is payable and fix the amount, time and method of payment.
The
new Constitution expands on the methods which dividends can be paid to include electronic funds transfer and any other means determined
by the directors. This provides a more secure, convenient and cost effective payment method for both the Company and its shareholders.
Proportional
Takeovers
|
(e)
|
Inclusion
of proportional takeover provisions
|
The
Corporations Act permits a company to include in its constitution provisions prohibiting the registration of a transfer of securities
resulting from a proportional takeover bid, unless the relevant holders in general meeting approve the bid.
It
is a requirement of the Corporations Act that such provisions in a company’s constitution apply for a maximum period of
three years, unless earlier renewed. In the case of the Company, the existing Constitution does not contain any such provisions.
The
Board has resolved to include the proportional takeover provisions in the new Constitution and accordingly, a special resolution
is being put to shareholders under section 648G of the Corporations Act (together with the special resolution being put to shareholders
under section 136(2) of the Corporations Act in relation to the new Constitution as a whole) to insert the proportional takeover
provisions which are contained in clause 9 of the new Constitution.
If
approved by shareholders at the Meeting, clause 9 will operate for three years from the date of the meeting, unless renewed earlier.
The effect of clause 9, if approved, will be that where a proportional takeover bid is made for shares in the Company (i.e. a
bid is made for a specified proportion, but not all, of each holder’s bid class securities), the Board must convene a meeting
of holders of the relevant shares to vote on a resolution to approve that bid. The meeting must be held, and the resolution voted
on, at least 15 days before the offer period under the bid closes. To be passed, the resolution must be approved by a majority
of votes at the meeting, excluding votes by the bidder and its associates. However, the Corporations Act also provides that, if
the meeting is not held within the time required, then a resolution to approve the proportional takeover bid will be deemed to
have been passed.
If
the resolution to approve the proportional takeover bid is passed or deemed to have been passed, the transfer of shares resulting
from acceptance of an offer under that bid will be permitted, and the transfers registered, subject to the Corporations Act and
the new Constitution of the Company. If the resolution is rejected, the registration of any transfer of shares resulting from
an offer under the proportional takeover bid will be prohibited, and the bid deemed to be withdrawn.
Clause
9 will not apply to full takeover bids.
In
the Board’s view, the relevant shareholders should have the opportunity to vote on a proposed proportional takeover bid.
A proportional takeover bid for the Company may enable control of the Company to be acquired by a party holding less than a majority
interest. As a result, the relevant shareholders may not have the opportunity to dispose of all their shares, and risk being part
of a minority interest in the Company or suffering loss if the takeover bid causes a decrease in the market price of the shares
or makes the shares less attractive and, accordingly, more difficult to sell. Clause 9 would only permit this to occur with the
approval of a majority of the relevant shareholders.
For
the relevant shareholders, the potential advantages of clause 9 are that it will provide them with the opportunity to consider,
discuss in a meeting called specifically for the purpose, and vote on whether a proportional takeover bid should be approved.
This affords the relevant shareholders an opportunity to have a say in the future ownership and control of the Company and help
the shareholders avoid being locked into a minority.
The
Board believes this will encourage any proportional takeover bid to be structured so as to be attractive to at least a majority
of the relevant shareholders. It may also discourage the making of a proportional takeover bid that might be considered opportunistic.
Finally, knowing the view of a majority of the relevant shareholders may help each individual shareholder to assess the likely
outcome of the proportional takeover bid and decide whether or not to accept an offer under the bid.
On
the other hand, a potential disadvantage for the relevant shareholders arising from clause 9 is that proportional takeover bids
may be discouraged by the further procedural steps that the clause will entail and, accordingly, this may reduce any takeover
speculation element in the price of the Company’s Shares. Shareholders may be denied an opportunity to sell a portion of
their shares at an attractive price where the majority rejects an offer from persons seeking control of the Company.
The
Company’s directors do not consider that there are any advantages or disadvantages specific to the directors in relation
to the proposed clause 9. The Board will continue to remain free to make a recommendation to shareholders as to whether a proportional
takeover bid should be accepted.
As
at the date of this Notice, none of the directors are aware of any proposal by a person to acquire, or to increase the extent
of, a substantial interest in the Company.
General
meetings
The
new Constitution removes express references as to who may demand a poll, as this is codified in the Corporations Act and the Constitution
would otherwise require amendment if there are future legislative changes. Currently, the relevant section of the Corporations
Act dealing with the calling of a poll (section 250L) reflects the position in the existing Constitution in that a poll may be
demanded by:
|
(i)
|
at
least 5 members entitled to vote on the resolution; or
|
|
(ii)
|
members
with at least 5% of the votes that may be cast on the resolution on a poll; or
|
|
(g)
|
Conduct
of the chairman
|
The
new Constitution contains new provisions which expressly provide that the chairman of a general meeting has charge of the meeting
and outlines specific powers of the chair including their ability to require attendees to comply with security arrangements before
they are admitted to the meeting, and adjourn or cancel the meeting if in their opinion the meeting has become so unruly or disorderly
that it cannot be conducted in a proper and orderly manner.
Other
amendments
There
are a number of other differences between the existing and new Constitutions that are not summarised or referred to above because
they do not materially alter the effect of the existing Constitution for shareholders. These include changes:
|
(a)
|
to
update provisions to reflect the current position under the Corporations Act, Listing
Rules and other applicable rules;
|
|
(b)
|
of
a drafting, procedural or administrative nature;
|
|
(c)
|
to
remove outdated and redundant provisions; and
|
|
(d)
|
to
update names and definitions to reflect current terminology, although where possible
the defined terms in the Corporations Act are relied on.
|
In
addition, where appropriate, the new Constitution removes duplication of existing requirements under the Corporations Act or the
Listing Rules, which would otherwise require amendments if there are future legislative or regulatory changes.
Recommendation
of directors
The
Board unanimously recommends Shareholders vote in favour of Resolution 6.
|
9.
|
Resolution
7 - Advisory Vote on “Named Executive Officer” Compensation
|
The
advisory vote being put to Shareholders is for US regulatory purposes only and is not a requirement of either the Corporations
Act or the ASX Listing Rules. An explanation of the resolution is set out in Annexure "A".
|
10.
|
Resolution
8 – Advisory Vote on the Frequency of Future Advisory Votes on Named Executive
Officer Compensation
|
The
advisory vote being put to Shareholders is for US regulatory purposes only and is not a requirement of either the Corporations
Act or the ASX Listing Rules. An explanation of the resolution is set out in Annexure "A".
Board
Recommendation
The
Board recommends that you vote to hold an advisory vote on named executive officer compensation “Every Year.”
|
11.
|
Action
to be taken by Shareholders
|
Shareholders
should read this Explanatory Memorandum carefully before deciding how to vote on the resolutions set out in the Notice of Meeting.
Attached
to the Notice of Meeting is a proxy form f
or use by shareholders. All shareholders are invited and encouraged to attend
the AGM or, if they are unable to attend in person, to complete, sign and return the proxy form to the Company in accordance with
the instructions contained in the proxy form and the Notice of Meeting. Lodgement of a proxy form will not preclude a Shareholder
from attending and voting at the AGM in person.
ANNEXURE
“A”
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 6, 2017 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 6, 2017, and are
also available at http://www.samsonoilandgas.com.
Business of the Annual
General Meeting
At the Annual General Meeting,
shareholders will:
|
·
|
Receive, consider and discuss the Company’s financial statements for the year ended June
30, 2017 and the reports of the directors and auditors on those statements.
|
|
·
|
Be asked to consider resolutions to:
|
|
o
|
Approve the re-election of Dr. Peter Hill;
|
|
o
|
Approve the adoption of the Remuneration Report, which is attached as Exhibit A;
|
|
o
|
Approval of the future issuance of additional ordinary shares;
|
|
o
|
Ratify the issuance of 492,429,045 options in conjunction with the issuance
of preferred shares;
|
|
o
|
Authorize the issuance of up to 507,170,955 options in conjunction with the issuance of preferred
shares;
|
|
o
|
Adoption of a new Constitution;
|
|
o
|
Approve, on an advisory basis, named executive officer compensation; and
|
|
o
|
Approve, on an advisory basis, the frequency of future advisory votes on named executive officer
compensation.
|
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
September 21, 2017 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.
3,283,000,444 ordinary
shares, no par value, were issued and outstanding as of September 22, 2017, of which 2,300,658,200 were held in the form of 11,503,291
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 September 21, 2017.
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 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:
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Submitting another timely, later–dated proxy by mail;
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Delivering timely written notice of revocation to our Secretary; or
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Attending the Annual General Meeting and voting in person.
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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
Dr. Peter Hill 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.
The Board recommends
Shareholders vote in favor of Resolution 1.
Board of Directors
The following table sets
forth certain information regarding the composition of the Board:
Name
|
|
Age
|
|
Position
|
|
Director
Since
|
|
Current
Term
to Expire(Year
Eligible for
Reelection)
|
Nominees
|
|
|
|
|
|
|
|
|
Peter Hill
|
|
70
|
|
Director
|
|
2016
|
|
2017
|
|
|
|
|
|
|
|
|
|
Other Directors
|
|
|
|
|
|
|
|
|
Terence Barr
|
|
68
|
|
Director
|
|
2005
|
|
N/A
|
Denis Rakich
|
|
64
|
|
Director
|
|
2016
|
|
2018
|
Greg Channon
|
|
54
|
|
Director
|
|
2016
|
|
2019
|
Dr. Peter Hill
,
70, 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 is currently and, if re-elected to the Board would qualify
as an independent director under NYSE American 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.
Terence Barr
, 68,
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 American 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.
Denis Rakich
, 64,
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
American 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:
|
·
|
Marymia Exploration N.L. – Director / Company Secretary (1988 – November 2001)
|
|
·
|
Reliance Mining Limited – Director / Company Secretary (February 2003 – August 2004)
|
|
·
|
Senex Energy Ltd (formerly Victoria Petroleum N.L.) – Company Secretary (June 1988 –
June 2010)
|
|
·
|
A-Cap Resources Limited – Company Secretary (2010 – July 2015)
|
Greg Channon
, 54,
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 an independent director under NYSE American 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)
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 2017 ASX Annual Report. That
remuneration report was filed with the Australian Stock Exchange on September [29], 2017, was previously furnished on Form 8-K
with the U.S. Securities Exchange Commission on October [2], 2017, and is attached to this U.S. Proxy Statement as Exhibit A. The
Remuneration Report:
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explains the Board’s policy for determining the nature and amount of remuneration of directors
and senior executives (or executive officers) of the Company;
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sets out remuneration details for each director and the four most highly remunerated senior executives
of the Company;
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·
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details and explains any performance conditions applicable to the remuneration of directors and
senior executives of the Company; and
|
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·
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provides an explanation of share–based compensation payments for each director and senior
executive of the Company.
|
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 2017
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.
Resolution 3—Approval
of the future issuance of additional ordinary shares
Shareholders will be asked
to vote on the following resolution:
“That for the
purposes of ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of ordinary shares up to 10% of the
issued capital of the Company (at the time of the issue), calculated in accordance with the formula prescribed in Listing Rule
7.1A.2 for the purpose and on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Annual
General Meeting.”
The Company is currently
seeking to raise additional capital in order to, among other things, ensure compliance
with the continued listing requirements of the NYSE American stock exchange. As a result, the Company is seeking shareholder approval
to issue ordinary shares in an amount up to ten percent (10%) of the Company’s issued share capital through placements over
a 12-month period following the Annual General Meeting. The Company is already authorized, under Listing Rule 2.1 of the Australian
Stock Exchange (“ASX”), to issue up to fifteen percent (15%) of its then issued and outstanding shares under its existing
“placement capacity.” If shareholders approve Resolution 3, it will authorize the Company to issue the ordinary shares
described in this resolution in addition to the Company’s existing fifteen percent (15%) placement capacity. For both the
existing placement capacity and the additional ten percent (10%) authorized by this resolution, the number of shares allowable
will be determined by applying the percentage against the number of issued and outstanding shares on the date of each issuance.
Securities issued under
the authorization proposed by this Resolution 3 must be in the same class as an existing class of equity securities of the Company
quoted on the ASX. Currently, the Company lists only its ordinary shares on the
ASX.
The number of ordinary
shares to be issued will be determined in accordance with a formula prescribed under the rules of the ASX. As of September 22,
2017, the Company had 3,283,000,444 ordinary shares issued and outstanding. Accordingly, if shareholders approve Resolution 3,
the Company will have the capacity to issue approximately 328,000,044 ordinary shares under the Additional 10% Placement Facility
in accordance with ASX Listing Rule 7.1A. The precise number of ordinary shares that the Company will have the capacity to issue
under Resolution 3 will be determined as of the date of issuance in accordance with a formula outlined in the Explanatory Memorandum
to Shareholders.
If Resolution 3 is approved
by shareholders and the Company issues ordinary shares under it, existing shareholders' voting power in the Company will be diluted.
There is a risk that (a) the market price for the Company's equity securities may be significantly lower on the date of the issuance
than on the date of the Annual General Meeting; and (b) that the ordinary shares may be issued at a price that is at a discount
to the market price for the Company's equity securities on the issue date or the ordinary shares are issued as part of consideration
for the acquisition of a new asset, which may have an effect on the amount of funds raised by the issuance of the ordinary shares.
Resolution 3 is a special
resolution under Australian law. Accordingly, at least 75% of votes cast by shareholders eligible to vote at the Annual General
Meeting must be in favor of Resolution 3 in order for it to be passed.
Please see the Explanatory
Memorandum for additional information regarding this resolution.
The Company will disregard
any votes cast on resolution 3 by any person (and any associates of such person) who may participate in the Additional 10% Placement
Facility and a 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 associates of those persons. However, the Company need not disregard a vote if it is cast by
a person 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 person chairing the meeting 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.
You may vote “For,”
“Against” or “Abstain” on resolution 3. Resolution 3 is passed by the affirmative vote of seventy-five
percent (75%) 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.
The Board unanimously
recommends that you vote to approve Resolution 3.
Resolution
4—R
atify the issuance of 492,429,045 options in conjunction with the issuance of preferred shares
.
Shareholders will be asked
to vote on the following resolution:
“That for the
purpose of ASX Listing Rule 7.4 and all other purposes, the issue of 492,429,045 options in the Company to the purchaser
of preferred shares on the terms described in the explanatory memorandum which accompanied the notice convening this meeting be
and is hereby ratified”.
The Company is
currently seeking to raise additional capital through an issuance of preferred shares in order to, among other things, ensure
compliance with the continued listing requirements of the NYSE American stock exchange. As part of that issuance, the Company
anticipates that it will issue an aggregate of up to 999,600,000 options to the purchaser of such preferred shares in one or
more tranches before the Annual General Meeting.
Under ASX Listing Rule
7.1, the Company may not issue equity securities representing more than 15% of its expanded capital in any 12-month period without
first obtaining shareholder approval, but may seek ratification by shareholders of such an issuance. As a result, the Company seeks
shareholder ratification for the issuance of 492,429,045 options in connection with the Company’s
proposed issuance of preferred shares if and to the extent such options are included as a term of the preferred shares placement.
These options to purchase ordinary shares would be the “first tranche” of options to be issued in connection with the
proposed sale of preferred shares.
These first tranche options
would be exercisable upon payment of A$0.0038 per ordinary share any time until the expiration date, which would be five years
from the date of issuance. The options could be issued for no additional consideration beyond the consideration paid for the preferred
shares, and would be issued no later than 3 months after the date of the Annual General Meeting.
Approval of Resolution
4 will ensure that the proposed issuance of the first tranche of 492,429,045 options, if it occurs, would not be counted toward
the Company’s fifteen percent (15%) capacity under ASX Listing Rule 7.1.
A failure to approve Resolution
4 would not necessarily preclude the Company from issuing the “first tranche” of 492,429,045 options in connection
with the issuance of the preferred shares. It would also not necessarily prevent the issuance of the “second tranche”
of 507,170,955 options for which the Company seeks approval under Resolution 5. In each case, the options could be issued without
shareholder approval only if and to the extent that the issuance of the options does not exceed the Company’s 15% placement
capacity.
The Board unanimously recommends Shareholders vote in favor of Resolution 4.
Resolution
5—
Authorize the issuance of up to 507,170,955 options in conjunction with the issuance of preferred shares
.
As described in Resolution
4, the Company is currently seeking to raise additional capital through an issuance of preferred shares in order to, among other
things, ensure compliance with the continued listing requirements of the NYSE American stock exchange. As part of that issuance,
the Company anticipates that it will issue an aggregate of up to 999,600,000 options to the purchaser of such preferred shares
in one or more tranches.
Under ASX Listing Rule
7.1, the Company may not issue equity securities representing more than 15% of its expanded capital in any 12-month period without
first obtaining shareholder approval, but may seek ratification by shareholders of such an issuance. As a result, the Company seeks
shareholder authorization for the issuance of 507,170,955 options in connection with the Company’s proposed issuance of preferred
shares if and to the extent such options are included as a term of the preferred shares placement. These options to purchase ordinary
shares would be the “second tranche” of options to be issued in connection with the proposed sale of preferred shares.
These second tranche options
would be exercisable upon payment of A$0.0038 per ordinary share any time until the expiration date, which would be five years
from the date of issuance. The options could be issued for no additional consideration beyond the consideration paid for the preferred
shares, and would be issued no later than 3 months after the date of the Annual General Meeting.
Approval of Resolution
5 will ensure that the proposed issuance of the second tranche of 507,170,955 options, if it occurs, would not be counted toward
the Company’s fifteen percent (15%) capacity under ASX Listing Rule 7.1.
A failure to approve Resolution
5 would not necessarily preclude the Company from issuing the “first tranche” of 492,429,045 options in connection
with the issuance of the preferred shares. It would also not necessarily prevent the issuance of the “second tranche”
of 507,170,955 options for which the Company seeks approval under Resolution 5. In each case, the options could be issued without
shareholder approval only if and to the extent that the issuance of the options does not exceed the Company’s 15% placement
capacity.
The Board unanimously
recommends Shareholders vote in favor of Resolution 5.
Resolution 6—Adoption
of a new Constitution
Shareholders will be asked
to vote on the following resolution:
“That, for the
purposes of sections 136(2) and 648G of the Corporations Act, and for all other purposes, the constitution submitted to this meeting
and signed by the Chairman of this meeting for the purpose of identification be adopted as the constitution of the Company in
substitution for and to the exclusion of the existing constitution of the Company.”
The Company’s existing
Constitution was adopted on December 9, 2005. The terms of the existing Constitution have not been subject to a comprehensive review
or update since that date and the Directors considered it appropriate to review the Constitution to ensure it reflects the workings
of the Company and the present provisions of the Australian Corporations Act and the ASX Listing Rules.
The Board recommends that
the Company’s existing Constitution be amended to address specific matters that the Board considers to be in the best interests
of the Company, and to promote the efficient running of the Company which should be of long term benefit to the Company and its
Shareholders.
In light of the number
of changes being proposed to various parts of the existing Constitution, and the fact that some of the amendments are of a non-substantive
nature, the Board has decided that it is most appropriate to adopt a wholly new constitution rather than approving numerous amendments
to the existing Constitution.
A summary of the material
changes to the existing Constitution are outlined in the Explanatory Memorandum. Shareholder
attention is particularly directed to the “Proportional Takeovers” provisions of the new Constitution, as
described in the Explanatory Memorandum. If the Resolution is passed, the new Constitution
will take effect immediately. A copy of the proposed new Constitution can be obtained prior to the meeting by contacting the Company.
A copy of the new Constitution will also be available for inspection at the AGM.
The Board
unanimously recommends Shareholders vote in favor of Resolution 6.
Resolutio
n
7
—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
4. Mark Ulmer, Vice
President–Engineering and Operations
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.
The Board unanimously
recommends that Shareholders vote in favor of Resolution 7.
Resolution 8—Advisory
Vote on the Frequency of Future Advisory Votes on “Named Executive Officer” Compensation
In accordance with the
requirements of the U.S. Securities Exchange Act of 1934, the frequency of the required advisory vote on the compensation paid
to the Company's “named executive officers”, which vote must be taken every one year, every two years or every three
years, as the shareholders elect, is hereby submitted to an advisory vote of shareholders, as follows:
“That the shareholders
approve, on an advisory basis, the frequency of the required advisory vote on the compensation paid to the Company’s “named
executive officers,” as disclosed in this U.S. Proxy Statement.”
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 or the Company.
You may vote “Every
Year,” “Every Two Years”, “Every Three Years”, or “Abstain” on Resolution 8. Resolution
8 is non-binding, as provided by law. The Board will review the results of the votes and will take them into account in making
a determination concerning frequency of future advisory votes on named executive officer compensation.
The Board recommends
that you vote to hold an advisory vote on named executive officer compensation “Every Year.”
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.
Fees Paid to Principal
Accountants
|
|
Fiscal Year Ended
June 30,
|
|
|
|
2017
|
|
|
2016
|
|
Audit fees
|
|
$
|
275,050
|
|
|
$
|
244,008
|
|
Audit–related fees
|
|
$
|
0
|
|
|
$
|
0
|
|
Tax fees
|
|
$
|
0
|
|
|
$
|
0
|
|
All other fees(1)
|
|
$
|
0
|
|
|
$
|
23,000
|
|
Total
|
|
$
|
275,050
|
|
|
$
|
267,008
|
|
(1) All other fees in fiscal year 2017 includes
services in connection with our internal controls. All services were approved by the Audit Committee.
Our auditor for
the years ended June 30, 2016 and June 30, 2017 was Hein & Associates LLP.
Audit Committee Report
Our management is responsible
for the preparation of our financial statements and our independent auditor, Hein & Associates LLP (“Hein”), is
responsible for auditing our annual financial statements and expressing an opinion as to whether they are presented fairly, in
all material respects, in conformity with accounting principles generally accepted in the United States (“US GAAP”).
The Audit Committee is responsible for, among other things, reviewing and selecting our independent auditor, reviewing our annual
and interim financial statements and pre–approving all engagement letters and fees for auditing services.
In the performance of its
oversight function in connection with our financial statements as of and for the fiscal year ended June 30, 2017, the Audit Committee
has:
|
·
|
Reviewed and discussed the audited financial statements with management and Hein. The Audit Committee’s
review included a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant
judgments and the clarity of disclosures in the financial statements;
|
|
·
|
Discussed with Hein the matters required to be discussed by Statement on Auditing Standards No.
61, as amended, of the Auditing Standards Board of the American Institute of Certified Public Accountants, as adopted by the Public
Company Accounting Oversight Board in Rule 3200T;
|
|
·
|
Received the written disclosures and the letter from Hein regarding its communications with the
Audit Committee concerning independence as required by the Public Company Accounting Oversight Board and discussed Hein’s
independence with Hein; and
|
|
·
|
Reviewed and approved the services provided by Hein.
|
Based upon the reports
and discussions described above, and subject to the limitations on the roles and responsibilities of the Audit Committee referred
to in its charter, the Audit Committee recommended to the Board, and the Board approved, that the Company’s audited financial
statements be included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2017, as filed with the Securities
and Exchange Commission on September [28], 2017.
AUDIT COMMITTEE:
Greg Channon
Peter Hill
ORDINARY
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
This section sets forth
information regarding the beneficial ownership of our ordinary shares, including ordinary shares held by means of ADSs, by certain
holders of our ordinary shares and by our executive officers and directors. Beneficial ownership has been determined in accordance
with applicable SEC rules.
As of September 22, 2017,
the Company was aware of one beneficial owner of more than 5% of the Company’s ordinary shares, as set forth in the table
below. All information concerning security ownership of certain beneficial owners is based upon filings made by such persons with
the SEC or upon information provided by such persons to us.
|
|
Ordinary Shares
Beneficially Owned
|
|
Name
|
|
Amount of
Ordinary
Shares
|
|
|
Percent of
Total
Ordinary
Shares
|
|
Robert E. Mead
(1)
|
|
|
219,773,000
|
|
|
|
6.69
|
%
|
(1) Based
on a Form 13G/A filing made by the shareholder on April 19, 2017, which listed the shareholder as owning 1,098,865 ADSs. The shareholder’s
address is 3653 Maplewood Ave., Dallas, TX 75205.
The following table sets
forth information regarding beneficial ownership of our ordinary shares by our executive officers and directors as of September
26, 2017. Except as otherwise indicated, (i) the address of the persons listed below is c/o Samson Oil & Gas Limited, 1331
17
th
Street, Suite 710, Denver, CO 80202 and (ii) the persons listed below, to our knowledge, have sole voting and investment
power with respect to all shares of ordinary shares shown as beneficially owned by them, subject to the application of community
property laws where applicable. To the Company’s knowledge, none of the ordinary shares held by our executive officers and
directors have been pledged as security as of that date. Beneficial ownership representing less than 1% is denoted with an asterisk.
As if September 26, 2017,
there were 3,283,000,444 ordinary shares outstanding.
|
|
Ordinary Shares
Beneficially Owned
|
|
Name
|
|
Amount of
Ordinary
Shares
|
|
|
Percent of
Total
Ordinary
Shares
|
|
Directors and officers
|
|
|
|
|
|
|
|
|
Terence Barr
(1)
|
|
|
84,840,966
|
|
|
|
2.6
|
%
|
Greg Channon
(2)
|
|
|
29,105,000
|
|
|
|
|
*
|
Peter Hill
(3)
|
|
|
35,291,200
|
|
|
|
1.1
|
%
|
Denis Rakich
(4)
|
|
|
25,717,400
|
|
|
|
|
*
|
Robyn Lamont
(5)
|
|
|
45,261,178
|
|
|
|
1.4
|
%
|
David Ninke
(6)
|
|
|
43,814,400
|
|
|
|
1.3
|
%
|
Mark Ulmer
(7)
|
|
|
59,591,200
|
|
|
|
1.8
|
%
|
|
|
|
|
|
|
|
|
|
Current Directors and Current Executive Officers as a group (seven persons)
|
|
|
323,621,344
|
|
|
|
9.9
|
%
|
(1) Consists of (a) 60,000,000 options to purchase
ordinary shares which vest Nov. 17, 2017 and are deemed beneficially owned; (b) 24,358,966 ordinary shares; and (c) 2,410 ADSs
(482,000 ordinary shares). Mr. Barr exercises sole voting and sole investment control over (a) 16,511,385 ordinary shares held
by the Terence M. Barr Superannuation Fund (the “Fund”); and (b) 7,834,621 ordinary shares held by Barr Super Pty,
Ltd. William G. Dartnell is trustee of the Fund. Mr. Barr is a beneficiary of the Fund and the sole owner of Barr Super Pty Ltd.
Mr. Barr exercises shared voting power and shared investment power over (a) 12,960 ordinary shares and (b) 2,410 ADS, each of which
are held jointly with his spouse, Mrs. Laurel Barr.
(2) Consists of (a) 24,000,000 options to purchase
ordinary shares which vest Nov. 17, 2017 and are deemed beneficially owned; and (b) 5,105,000 ordinary shares. 1125474 Channon
Superannuation Fund (the "Fund") is the record owner of the securities set forth herein. Asgard Capital Management Limited
is trustee of the Fund. Mr. Channon is a beneficiary of the Fund and exercises sole voting and sole investment control over the
securities.
(3) Consists of (a) 30,000,000 options to purchase
ordinary shares which vest Nov. 17, 2017 and are deemed beneficially owned; and (b) 5,291,200 ordinary shares.
(4) Consists of (a) 24,000,000 options to purchase
ordinary shares which vest Nov. 17, 2017 and are deemed beneficially owned; and (b) 1,717,400 ordinary shares.
(5) Consists of (a) 37,000,000 options to purchase
ordinary shares which vest Nov. 16, 2017 and are deemed beneficially owned; (b) 7,750,378 ordinary shares; and (c) 2,554 ADSs (510,800
ordinary shares).
(6) Consists of (a) 35,000,000 options to purchase
ordinary shares which vest Nov. 16, 2017 and are deemed beneficially owned; and (b) 44,072 ADSs (8,814,400 ordinary shares). Mr.
Ninke exercises shared voting power and shared investment power over
2,604
American Depositary Shares are held by Mr. Ninke’s spouse, Mrs. Suzanne Ninke. Mr. Ninke has a power of attorney over Mrs.
Ninke's shares.
(7)
Consists of (a) 48,000,000 options to purchase ordinary shares which vest Nov. 16, 2017 and are deemed beneficially owned;
and (b) 11,591,200 ordinary shares.
EXECUTIVE
COMPENSATION
Executive Officers of
the Company
The following table sets
forth certain information with respect to our executive officers as of June 30, 2017.
Name
|
|
Age
|
|
Position
|
Terence Barr
|
|
68
|
|
Chief Executive Officer
|
Robyn Lamont
|
|
39
|
|
Chief Financial Officer
|
David Ninke
|
|
46
|
|
Vice President – Exploration
|
Denis Rakich
|
|
64
|
|
Secretary
|
Mark Ulmer
|
|
46
|
|
Vice President – Engineering and Operations
|
Terence Barr
. Mr.
Barr was appointed President, Chief Executive Officer, and Managing Director of Samson on January 25, 2005. Mr. Barr is a petroleum
geologist with over 40 years of experience, including 11 years with Santos. In recent years, Mr. Barr has specialized in tight
gas exploration, drilling and completion. Prior to joining Samson, 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.
Robyn Lamont
. Ms.
Lamont has served as Samson’s Chief Financial Officer since May 1, 2006, prior to which she served as its Financial Controller
since 2002. Ms. Lamont graduated from the University of Western Australia in 1999 with a Bachelor of Commerce, majoring in Accounting
and Finance. She worked for Arthur Andersen in Perth, Western Australia, for three years and qualified as a Chartered Accountant
through the Institute of Chartered Accountants in Australia in 2001.
David Ninke
. Mr.
David Ninke was appointed Vice President – Exploration of Samson Oil & Gas Limited in April 2008. He brings 22 years
of geological and geophysical exploration experience in the following regions: Texas and Louisiana Gulf Coast, the Rockies, Permian
Basin, and the North Slope of Alaska. Mr. Ninke served as a Senior Geologist/Geophysicist with Aspect Energy, LLC in Denver, Colorado,
prior to which he worked with BP in Anchorage, Alaska and Killam Oil Co., Ltd. in San Antonio, Texas. He holds a bachelor’s
degree in geology from Wittenberg University and a master’s degree in geology from Bowling Green State University.
Denis Rakich
,
F.C.P.A.
Mr. Rakich is an Australian certified public accountant and has been employed as Samson’s Secretary since June 18, 1998.
He has served as a corporate secretary for more than 20 years within the petroleum services, petroleum and mineral production and
exploration industries, and currently serves as a Director and Company Secretary for Ausgold Ltd. (ASX: AUC), an Australian public
company in the resources sector, and Fortune Minerals Limited, a public unlisted company. Mr. Rakich also served as the company
secretary of Acap Resources (ASX: ACB) until his resignation on July 3, 2015. He is a member of the Australian Society of Accountants.
Mark Ulmer
. Mr.
Ulmer was appointed Vice President of Engineering and Operations for Samson Oil & Gas Limited on April 1, 2016. He is a Petroleum
Engineer with more than twenty-two years of experience in the oil and gas industry. Mr. Ulmer founded Ulmer Energy, LLC, in 2007,
and Ulmer Consulting, LLC, in 2010, and he has founded a variety of other oil-and-gas related companies since that time including
an operating entity, a midstream company, two oilfield services companies, and an investment vehicle. Mr. Ulmer earned his Bachelor
of Science in Petroleum Engineering in 1994 and a Bachelor of Science in Mechanical Engineering in 1997, both from the Colorado
School of Mines. His various graduate degrees, which include an MBA, an MS in Finance, and a Certificate in Entrepreneurial Studies,
are from the University of Colorado. He is also a Professional Engineer in Petroleum licensed in Colorado. Mr. Ulmer was Chief
Operating Officer for Versa Energy, LLC, in 2013-2014, and he is currently on the Advisory Board for McElvain Energy Fund 2011,
LLC.
Executive Officer Compensation
in Fiscal Year Ended June 30, 2017
Summary Compensation Table
The following table summarizes
the total compensation paid to or earned by our principal executive officer, and our three other highest paid executive officers,
other than the principal executive officer, who were serving as executive officers as of June 30, 2017 (the “named executive
officers”).
Name and
Principal Position
|
|
Fiscal
Year
Ended
June 30
|
|
|
Salary
($)
|
|
|
Accrued
Bonus
($)
|
|
|
Stock
Awards
($)
|
|
|
Option
Awards
($)
|
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
|
All Other
Compen-
sation
($)(1)(2)
|
|
|
Total
($)(1)
|
|
Terence M. Barr
|
|
|
2017
|
|
|
|
390,000
|
|
|
|
–
|
|
|
|
56,903
|
|
|
|
103,640
|
|
|
|
–
|
|
|
|
23,982
|
|
|
|
574,525
|
|
Managing Director, Chief Executive
Officer and President
|
|
|
2016
|
|
|
|
350,000
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
26,447
|
|
|
|
376,447
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robyn Lamont
|
|
|
2017
|
|
|
|
275,945
|
|
|
|
–
|
|
|
|
27,463
|
|
|
|
63,911
|
|
|
|
–
|
|
|
|
33,088
|
|
|
|
400,407
|
|
Chief Financial Officer
|
|
|
2016
|
|
|
|
211,750
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
30,205
|
|
|
|
241,640
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David Ninke
|
|
|
2017
|
|
|
|
269,798
|
|
|
|
–
|
|
|
|
31,402
|
|
|
|
60,456
|
|
|
|
–
|
|
|
|
33,237
|
|
|
|
394,893
|
|
Vice President– Exploration
|
|
|
2016
|
|
|
|
242,127
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
32,674
|
|
|
|
274,801
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark Ulmer
|
|
|
2017
|
|
|
|
370,500
|
|
|
|
–
|
|
|
|
17,968
|
|
|
|
82,912
|
|
|
|
–
|
|
|
|
36,519
|
|
|
|
525,899
|
|
Vice President–Engineering
and Operations
|
|
|
2016
|
|
|
|
80,750
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
10,677
|
|
|
|
91,427
|
|
(1) Any amounts paid in Australian dollars have
been converted to U.S. dollars based on the average rate for the year ended June 30, 2016 and 2017 as appropriate.
(2) Amounts disclosed as All Other Compensation
includes health insurance benefit payments and 401K contributions.
Outstanding Equity Awards
The following table provides
information on the holdings of equity awards of our named executive officers at June 30, 2017. This table includes unexercised
and unvested options and equity awards. Vesting schedules are subject to acceleration or forfeiture in certain circumstances, including
a change of control.
|
|
Option awards
|
|
|
Stock awards
|
|
Name
|
|
Number of
securities
underlying
unexercised
options (#)
Exercisable
|
|
|
Number of
securities
underlying
unexercised
options (#)
Unexercisable
|
|
|
Equity incentive
plan
awards:
number of
securities
underlying
unexercised
unearned options
(#)
|
|
|
Option
exercise
price
($)
|
|
|
Option
expiration
date
|
|
|
Number
of
shares
or units
of stock
that
have not
vested
(#)
|
|
|
Market
value
of
shares
or units
of stock
that
have not
vested
($)
|
|
|
Equity incentive
plan
awards:
number
of
unearned
shares,
units or other
rights
that have
not
vested
(#)
|
|
|
Equity
incentive
plan
awards:
market
or
payout
value of
unearned
shares,
units or
other
rights
that
have not
vested
($)
(1)
|
|
Terence M. Barr
|
|
|
60,000,000
|
(1)
|
|
|
—
|
|
|
|
—
|
|
|
$
|
0.052
|
|
|
|
Nov. 15, 2026
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Robyn Lamont
|
|
|
37,000,000
|
(2)
|
|
|
—
|
|
|
|
—
|
|
|
$
|
0.041
|
|
|
|
Nov. 16, 2026
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
David Ninke
|
|
|
35,000,000
|
(3)
|
|
|
—
|
|
|
|
—
|
|
|
$
|
0.041
|
|
|
|
Nov. 16, 2026
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Mark Ulmer
|
|
|
48,000,000
|
(4)
|
|
|
—
|
|
|
|
—
|
|
|
$
|
0.041
|
|
|
|
Nov. 16, 2026
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
(1)
|
Mr. Barr’s 60,000,000 options vest on Nov. 17, 2017.
|
|
(2)
|
Ms. Lamont’s 37,000,000 options vest on Nov. 16, 2017.
|
|
(3)
|
Mr. Ninke’s 35,000,000 options vest on Nov. 16, 2017.
|
|
(4)
|
Mr. Ulmer’s 48,000,000 options vest on Nov. 16, 2017.
|
Pension Benefits
We do not have any tax-qualified
defined benefit plans or supplemental executive retirement plans that provide for payments or other benefits to our executive officers
in connection with their retirement.
Potential Payments upon
Termination or Change in Control
The table below reflects
estimated amounts of compensation payable by us to each of our executive officers (except for Mr. Rakich and Mr. Ulmer, who do
not have an employment agreement with the Company) upon their termination of employment with us. The actual amounts to be paid
out can only be determined at the time of such executive officer’s termination. Regardless of the manner in which an executive
officer terminates, he or she is entitled to receive amounts earned during his or her term of employment. Such amounts include:
|
·
|
ordinary share options awarded, to the extent vested;
|
|
·
|
any amounts payable pursuant to the terms of company plans and policies (e.g. incentive compensation
plan, unused vacation pay, any distributions due under health or disability insurance plans);
|
|
·
|
reimbursement of expenses incurred prior to the date of termination; and
|
|
·
|
amounts contributed and vested under our 401(k) plan.
|
If an executive officer’s
employment is terminated without cause, or for death or disability, then we will also pay the executive officer an amount equal
to his or her total salary for the difference between the 90 days’ notice of termination (12 months for Mr. Barr) that is
required by each employment agreement, and the actual notice given by the Company, subject to all appropriate withholdings and
deductions. A “resignation with good reason” of an executive officer is treated the same as a termination without cause
by the Company. A change in compensation or benefits not permitted under the employment agreement, including a failure to have
a cash bonus plan in place, can be the basis for a resignation with good reason under the employment agreements.
For executive officers
whose employment agreement contains a change in control provision, if there is a change in control of the Company at any time during
the term of the employment agreement, whether before or after any notice of termination without cause, then the executive officer
shall be entitled to receive notice of the effective date of termination 12 months prior to such date. If there is a change in
control during the term of the employment agreement and the Company provides executive officer with a notice of termination that
is less than the change in control notice period, then the severance payments shall be based on the difference between the change
in control notice period and the actual notice given by the Company. Such payments will be lump sum payments payable upon the employee
entering into a release agreement satisfactory to the Company. In accordance with Australian legal requirements, Mr. Barr’s
employment agreement does not provide for any severance payments upon a change in control.
A “change in control”
is generally deemed to occur under the employment agreements if (i) any person, entity or group becomes the beneficial owner, directly
or indirectly, of 50.1% or more of the voting securities of the Company; or (ii) as a result of, or in connection with, any tender
offer, exchange offer, merger, business combination, sale of assets or contested election of directors, the persons who were directors
of the Company immediately before such a transaction no longer constitute a majority of the directors of the Company; or (iii)
the Company is merged or consolidated with another corporation or entity and, as a result of the merger or consolidation, less
than 50.1% of the outstanding voting securities of the surviving corporation or entity is then owned in the aggregate by the former
shareholders of the Company; or (iv) the Company transfers all or substantially all of its assets to another company which is not
a wholly owned subsidiary of the Company.
The following table shows
the potential payments upon termination of employment of our named executive officers as of June 30, 2017. For the purposes of
this table, it is assumed that the terminated employee receives the maximum payment under his or her employment agreement with
the Company. A termination “Without Cause” also includes a termination for “Good Reason,” as defined in
each executive officer’s employment agreement.
Name
|
|
Termination Event
|
|
Cash
Severance
Payment
($)
|
|
|
Accelerated
Vesting
($)
|
|
|
Continuation
of Additional
Benefits($)
|
|
|
Total($)
|
|
Terence M. Barr
|
|
Voluntary or For Cause:
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
Without Cause:
|
|
|
400,000
|
|
|
|
–
|
|
|
|
18,000
|
|
|
|
418,000
|
|
|
|
Disability:
|
|
|
400,000
|
|
|
|
–
|
|
|
|
–
|
|
|
|
400,000
|
|
|
|
Death:
|
|
|
400,000
|
|
|
|
–
|
|
|
|
–
|
|
|
|
400,000
|
|
|
|
Change in Control:
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robyn Lamont
|
|
Voluntary or For Cause:
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
Without Cause:
|
|
|
60,500
|
|
|
|
–
|
|
|
|
4,542
|
|
|
|
65,042
|
|
|
|
Disability:
|
|
|
60,500
|
|
|
|
–
|
|
|
|
4,542
|
|
|
|
65,042
|
|
|
|
Death:
|
|
|
60,500
|
|
|
|
–
|
|
|
|
–
|
|
|
|
60,500
|
|
|
|
Change in Control:
|
|
|
290,000
|
|
|
|
–
|
|
|
|
18,000
|
|
|
|
308,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David Ninke
|
|
Voluntary or For Cause:
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
Without Cause:
|
|
|
69,179
|
|
|
|
–
|
|
|
|
5,188
|
|
|
|
72,367
|
|
|
|
Disability:
|
|
|
69,179
|
|
|
|
–
|
|
|
|
5,188
|
|
|
|
72,367
|
|
|
|
Death:
|
|
|
69,179
|
|
|
|
–
|
|
|
|
–
|
|
|
|
69,179
|
|
|
|
Change in Control:
|
|
|
276,717
|
|
|
|
–
|
|
|
|
18,000
|
|
|
|
294,717
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark Ulmer
|
|
Voluntary or For Cause:
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
Without Cause:
|
|
|
95,000
|
|
|
|
–
|
|
|
|
4,500
|
|
|
|
99,500
|
|
|
|
Disability:
|
|
|
95,000
|
|
|
|
–
|
|
|
|
4,500
|
|
|
|
99,500
|
|
|
|
Death:
|
|
|
95,000
|
|
|
|
–
|
|
|
|
–
|
|
|
|
95,000
|
|
|
|
Change in Control:
|
|
|
380,000
|
|
|
|
–
|
|
|
|
18,000
|
|
|
|
398,000
|
|
Director
Compensation
in 2017
Each member of the
Board based in Australia received A$80,000 per annum. Each member of the Board based in the United States of America received
US$80,000 per annum. The chairman of the Board received an additional A$25,000 per annum. Dr. Hill is currently serving as
the chairman of the Board. The U.S. dollar amounts are in the table directly below. Mr. Barr receives no additional
compensation for serving as a director.
Director Summary Compensation
Table
The following table summarizes
the compensation we paid to our non-employee directors during fiscal year ended June 30, 2017.
|
|
|
|
|
|
|
|
|
|
|
Australian
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
superannuation
|
|
|
|
|
|
|
Fees Earned
|
|
|
|
|
|
|
|
|
contributions
|
|
|
|
|
|
|
Or Paid
|
|
|
Stock
|
|
|
Option
|
|
|
made by the
|
|
|
|
|
|
|
In Cash
|
|
|
Awards
|
|
|
Awards
|
|
|
Company
|
|
|
Total
|
|
Name
|
|
($)(1)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)(1)
|
|
Greg Channon
|
|
|
52,815
|
|
|
|
19,864
|
|
|
|
41,127
|
|
|
|
-
|
|
|
|
113,806
|
|
Peter Hill
|
|
|
105,000
|
|
|
|
30,865
|
|
|
|
51,820
|
|
|
|
-
|
|
|
|
187,685
|
|
(1) Any amounts paid in Australian dollars
have been converted to U.S. dollars based on the average rate for the year ended June 30, 2017.
Securities Authorized
for Issuance under Equity Compensation Plans
The following table summarizes
the securities authorized for issuance under the Company’s equity compensation plans as of June 30, 2017.
Plan Category
|
|
(a)
Ordinary
Shares
to be Issued
Upon Exercise
of
Outstanding
Options
|
|
|
(b)
Weighted-average
Exercise Price
of Outstanding
Options ($)
|
|
|
(c)
Ordinary Shares
Available for Future
Issuance Under Equity
Compensation Plans
(Excluding Securities
Reflected in Column (a))
|
|
Equity compensation plans approved by our stockholders
|
|
|
320,000,000
|
|
|
|
0.0061
|
|
|
|
-
|
|
Equity compensation plans not approved by our stockholders
|
|
|
4,000,000
|
|
|
|
0.09
|
|
|
|
-
|
|
Total
|
|
|
324,000,000
|
|
|
|
0.0071
|
|
|
|
-
|
|
Description of the 2009 Stock Option Plan
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. Under the Company’s 2009 Plan, and in accordance with Australian
law, the Company’s constitution, and the listing rules of the ASX, the Board or an authorized committee of the Board may
from time to time grant options, determine the exercise price per share of any option grant, and determine the amount, intervals,
and terms upon which each option shall become exercisable. The Board may from time to time amend, suspend or terminate the 2009
Plan. The Plan will terminate automatically if Company’s ADS cease to trade on the NYSE American.
The purpose of the 2009
Plan is to advance the interests of the Company and its subsidiaries by ensuring that the issuance of the stock options issuable
under the 2009 Plan is governed by the Australian regulatory regime when such regime conflicts with the regulatory regime of the
United States of America. The Company’s ordinary shares trade on the ASX and its ADS trade on the NYSE American. Despite
similar motives of transparency and investor protection, ASX rules and Australian law at times conflict with NYSE American rules
and United States laws regarding the issuance of options. In view of the inequitable result that arises from adherence to both
the ASX/Australian and NYSE/US regulatory regimes, the Board adopted the 2009 Plan to abide by Australian law and ASX rules where
such law and rules conflict with US law and NYSE American rules.
Description of the 2016 Stock Option Plan
At our 2016 Annual General
Meeting, shareholders approved the 2016 Stock Option Plan (the “2016 Plan”). The Company contemplates that future awards
may be granted under the 2016 Plan rather than the 2009 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 that were granted to Directors under the 2016 Plan in accordance with resolutions approved by shareholders at our 2016
Annual General Meeting. 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.
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 2016 Plan is administered by the Board, and it may be administered by 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. 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 may adversely affect any option holder’s rights
and obligations with respect to outstanding options under the 2016 Plan without the consent of such holders.
policy
regarding related person Transactions
The Audit Committee has
adopted a written policy regarding the review and approval of transactions between us and any “related person.” Pursuant
to the Audit Committee charter, the Audit Committee must review any transaction involving the Company and any related party at
least once a year or upon any significant change in the transaction or relationship. The Committee shall also oversee any related
party transactions. For these purposes, a “related party transaction” includes any transaction required to be disclosed
pursuant to Item 404 of SEC Regulation S–K, as it may be amended from time to time.
There have been no transactions
between the Company and any related person since July 1, 2015 which were required to be disclosed in accordance with SEC regulations.
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange
Act requires our directors and executive officers, and persons who own more than ten percent of our common stock, to file with
the SEC initial reports of ownership and reports of changes in ownership of our common stock. To our knowledge, based solely on
a review of the copies of such reports available to us and written representations that no other reports were required, we believe
that all reporting obligations of our officers, directors and greater than ten percent stockholders under Section 16(a) were satisfied
during the year ended June 30, 2017, except that Ms. Lamont was one day late filing one Form 4 report regarding the acquisition
of ordinary shares and options to purchase ordinary shares approved by shareholders at the 2016 AGM.
CORPORATE
GOVERNANCE
General
Our business is managed
under the direction of the Board. In connection with its oversight of our operations and governance, the Board has adopted, among
other things, the following:
|
·
|
a Code of Business Conduct and Ethics to provide guidance to directors, officers and employees
with regard to certain ethical and compliance issues; and
|
|
·
|
charters of the Audit Committee and Compensation Committee of the Board.
|
Each of these documents
can be viewed on our website at
www.samsonoilandgas.com
. We will disclose on our website any amendment or waiver of the
Code of Business Conduct and Ethics in the manner required by SEC and NYSE American rules. Copies of the foregoing documents and
disclosures are available without charge to any person who requests them. Requests should be directed to Samson Oil & Gas Limited,
1331 17th Street, Suite 710, Denver, Colorado 80202.
The Board meets regularly
to review significant developments affecting us and to act on matters requiring its approval. Directors are requested to make attendance
at meetings of the Board and Board committees a priority, to come to meetings prepared, having read any materials provided to them
prior to the meetings and to participate actively in the meetings. The Board held 11 meetings during the fiscal year ended June
30, 2017 and acted 7 times by written consent. No director attended fewer than 75 percent of the total number of meetings of the
Board and committees on which he or she served during the fiscal year. Directors attend the Annual General Meeting when it is felt
the cost of travel to the meeting is justified. Last year, Mr. Barr, Mr. Rakich and Mr. Channon attended the 2016 Annual General
Meeting.
Board Leadership Structure
and Risk Management
Dr. Hill serves as our
Chairman of the Board and our lead independent director. His duties in that role include presiding at executive sessions of the
independent directors, reviewing agendas for board meetings, reviewing with the Managing Director, Chief Executive Officer and
President his annual goals and objectives, and consulting with the Board regarding its evaluation of the performance of the Managing
Director, Chief Executive Officer and President. The Board believes that Dr. Hill’s strong leadership as lead independent
director, together with the Board’s parity of independent directors and other aspects of its governance, provides appropriate
independent oversight to Board decisions.
Mr. Barr currently serves
as our Managing Director, Chief Executive Officer and President. Each of our directors other than Mr. Barr and Mr. Rakich is an
independent director under the rules of the NYSE American. Mr. Barr has served as Managing Director, Chief Executive Officer and
President since January 2005. Accordingly, the Board believes that he is uniquely qualified to be the person who typically sets
the agenda for, and leads discussions of, strategic issues for the Company.
The Board oversees the
risks involved in the Company’s operations as part of its overall oversight function, integrating risk management into the
Company’s overall compliance policies and procedures. While the Board has the ultimate oversight responsibility for the risk
management process, the Audit Committee has specific responsibilities relating to risk management. Among other things, the Audit
Committee, pursuant to its charter, addresses Company policies with respect to risk assessment and risk management, and reviews
major risk exposures (whether financial, operating or otherwise) and the guidelines and policies that management has put in place
to govern the process of assessing, controlling, managing and reporting such exposures. The independent directors of the Board
consider risk and risk management issues in the course of performing their duties with respect to compensation and governance issues,
respectively.
Board Committees
The composition and primary
responsibilities of the Audit Committee and the Compensation Committee are described below.
The
Audit Committee
currently consists of Mr. Channon and Dr. Hill, with Mr. Channon acting as Chairman. The primary function of the Audit Committee
is to assist the Board in its oversight of our financial reporting process. Among other things, the committee is responsible for
reviewing and selecting our independent registered public accounting firm and reviewing our accounting practices. The Board has
determined that Mr. Channon qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of SEC
Regulation S-K and that each member of the committee is independent under applicable NYSE American and SEC rules. See “Resolution
1—Re-Election of Director—Board of Directors” for a summary of the business experience of each member of the committee.
During the fiscal year ended June 30, 2017, the Audit Committee held 5 meetings and acted nil times by written consent.
The
Compensation
Committee
currently consists of Mr. Channon and Dr. Hill, with Dr. Hill acting as Chairman. The purpose of the Committee
is to (i) discharge the Board’s responsibilities relating to the compensation of Samson’s executive officers and directors,
(ii) review and discuss with management the Compensation Discussion and Analysis to be included in the U.S. Proxy Statement and
Annual Report on Form 10-K and (iii) prepare the Compensation Committee Report required by Securities and Exchange Commission rules
for inclusion in Samson’s annual report and U.S. Proxy Statement in order to recommend that the Compensation Discussion and
Analysis be included in such U.S. Proxy Statement and annual report. The Board has determined that each member of the committee
is (i) independent under applicable NYSE American rules, (ii) a “non-employee director” as defined in Rule16b-3 under
the Exchange Act and (iii) an “outside director” as defined in Section 162(m) of the Internal Revenue Code of 1986
(the “Code”). During the fiscal year ended June 30, 2017, the Compensation Committee held one meeting and acted nil
time by written consent. The Compensation and Audit Committees also communicate frequently by email.
The Compensation Committee
shall endeavor to ensure that compensation programs are designed to encourage high performance, promote accountability and align
the affected employees’ interests with those of the Company’s shareholders.
When
appropriate, as permitted under applicable law and the listing standards of the NYSE
American
,
the Board or the Compensation Committee may delegate any of its responsibilities to a subcommittee comprised of one or more members
of the Compensation Committee, the Board or members of management, except that it may not delegate its responsibilities for any
matters where it has determined such compensation is intended to comply with Section 162(m) of the Internal Revenue Code or is
intended to be exempt from
Section 16(b) under the Securities Exchange Act of 1934 pursuant to Rule 16b-3 and the delegation
could disqualify the compensation under either or both of such provisions.
Due to the Company’s
small size and limited number of directors and officers, the Company does not have a nominating committee at present, although
the Board has adopted a charter for a Corporate Governance and Nominating Committee of the Board if one is formally established,
and a current copy of this charter is available to shareholders on the Company’s website,
www.samsonoilandgas.com
.
The two independent directors perform certain functions of a nominating committee; in particular, the independent directors: (i)
oversee compliance by Samson, the Board and its committees with corporate governance principles; (ii) advise the Board with respect
to the structure and composition of committees of the Board, (iii) are responsible for overseeing the annual review of the Board’s
performance, (iv) recommend the compensation of the Company’s directors, and (v) address related matters. Director nominations
are either selected or recommended for the Board’s selection by independent directors constituting a majority of the Board’s
independent directors in a vote in which only independent directors participate. In evaluating director candidates, the independent
directors consider the business experience, or specialized skills or experience of director candidates, as well as diversity of
background and experience. The Board believes it is able to adequately perform the responsibilities of a nominating committee at
this time through its independent directors.
The Board does not have
a formal policy with respect to the consideration of diversity when assessing directors and directorial candidates, but considers
diversity as part of its overall assessment of the board’s functioning and needs. The Board, through its independent directors,
may retain a search firm to assist it in identifying potential candidates, but it has not done so to date.
The Board does not currently
have a policy or specified procedures in place pursuant to which security holders may recommend nominees to the Board. We believe
that the Board can appropriately consider and respond to shareholder nominations.
Director Independence
The Board has determined
that, other than Mr. Barr and Mr. Rakich, each member of the Board is independent under NYSE American rules. Pursuant to these
rules “independent director” means a person other than an executive officer or employee of the Company. No director
qualifies as independent unless the issuer’s board of directors affirmatively determines that the director does not have
a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
In addition, there are a number of specific criteria that would disqualify a director from being considered independent, none of
which apply to the Company’s two independent directors.
Managing Director
The Company’s constitution
enables the Board to appoint one or more managing directors. The Board may delegate any of the powers of the Board to a managing
director, as permitted by applicable law. The Board may remove the managing director from the office of managing director at any
time. The company’s constitution exempts the managing director from retiring by rotation with the rest of the members of
the Board, and the managing director is therefore never up for election at any Annual General Meeting.
Non-Management Sessions
The Board meets in executive
session without management as it deems necessary. In addition, both independent members of the Board are members of the Compensation
Committee and Audit Committee. Therefore, every time these committees meet, the Board is holding meetings in executive session.
Communicating with the
Board of Directors
Interested parties may
direct correspondence to the Board or to any individual director by mail to the following address: Samson Oil & Gas Limited,
Attn: Chairman, Board of Directors, 1331 17th Street, Suite 710, Denver, Colorado 80202.
Communications should indicate
(i) the type and amount of Samson securities held by the person submitting the communication, if any, and/or the nature of the
person’s other interest in Samson, (ii) any personal interest the person has in the subject matter of the communication and
(iii) the person’s mailing address, e-mail address and telephone number. Unless the communication relates to an improper
topic (e.g., it contains offensive content or advocates that we engage in illegal activities) or it fails to satisfy the procedural
requirements of the policy, we will deliver it to the person(s) to whom it is addressed.
other
matters
Proposals by Holders
of Ordinary Shares and Holders of ADSs
Any proposal that a holder
of ordinary shares or ADSs wishes to include in proxy materials for our 2018 Annual General Meeting of shareholders pursuant to
SEC Rule 14a-8 must have been received no later than Friday, June 8, 2018 and must have been submitted in compliance with the
rule. If we change the date of our 2018 Annual General Meeting by more than 30 days from the date of the 2017 Annual General Meeting,
then the deadline is a reasonable time before we begin to print and mail our proxy materials. Proposals should be directed to Samson
Oil & Gas Limited, Attn: Secretary, Level 16, AMP Building, 140 St Georges Terrace, Perth, Western Australia 6000.
Pursuant to SEC Rule 14a-4(c)(1),
if our Secretary receives any shareholder proposal at the address listed above after August 22, 2018 that is intended to be considered
at the 2018 Annual General Meeting without inclusion in the U.S. Proxy Statement for the meeting, all proxies will have discretionary
authority to vote on such proposal.
Notwithstanding the foregoing,
any nomination for director that a shareholder wishes to propose for consideration at the 2018 Annual General Meeting of shareholders,
but does not seek to include in our U.S. Proxy Statement under applicable SEC rules, must be received at our principal executive
offices no later than 30 business days before the 2018 Annual General Meeting pursuant to Section 3.5 of the Company’s Constitution.
Section 3.5 of our Constitution also requires that the Company receive a consent to act as a director signed by the person who
is nominated at least 30 business days before the 2018 Annual General Meeting. Any such proposal must be an appropriate subject
for shareholder action under applicable law and must otherwise proceed pursuant to the Company’s Constitution and the Corporations
Act.
|
By order of the Board of Directors,
|
|
|
|
/s/ Denis Rakich
|
|
Secretary
|
Our Annual Report
on Form 10-K for the fiscal year ended June 30, 2017 filed with the Securities and Exchange Commission (including exhibits) will
be provided at no charge to any stockholder entitled to vote at the Annual Meeting by written request to: Samson Oil & Gas
Limited, 1331 17
th
Street, Suite 710, Denver, Colorado 80202.
EXHIBIT
A
Remuneration Report
Remuneration Report (Audited)
The remuneration report is set out under the following headings:
|
A
|
Key management personnel disclosed in this report
|
|
B
|
Principles used to determine the nature and amount of
remuneration
|
|
C
|
Details of remuneration
|
|
E
|
Equity instruments held by key management personnel
|
|
F
|
Loans to key management personnel
|
|
G
|
Other transactions and balances with key management personnel
|
The information provided in this remuneration report has been audited
as required by section 308 (3C) of the
Corporations Act 2001.
|
A
|
Key management personnel disclosed in this report
|
For the purposes of this report, Key Management
Personnel (KMP) of the Consolidated Entity are defined as those persons having authority and responsibility for planning, directing
and controlling the major activities of the Company and the Consolidated Entity, directly or indirectly, including any director
(whether executive or otherwise) of the Parent Company.
For the purposes of this report, the term “executive”
encompasses the Chief Executive Officer, Company Secretary, Chief Financial Officer, Vice President – Exploration and Vice
President - Operations. There are no further employees employed by either the Company or its subsidiaries who meet the definition
of executive, therefore only the five executives detailed above are included in this report. During the year and as at the date
of this report, unless stated otherwise, the key management personnel were:
Terry Barr
|
|
Managing Director
|
Peter Hill
|
|
Non-executive Director, Chairman
|
Greg Channon
|
|
Non-executive Director
|
Denis Rakich
|
|
Company Secretary, Executive Director
|
|
|
|
Robyn Lamont
|
|
Chief Financial Officer
|
David Ninke
|
|
Vice President – Exploration
|
Mark Ulmer
|
|
Vice President - Operations
|
|
B
|
Principles used to determine the nature and amount
of remuneration
|
The objective of the Consolidated Entity’s
executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The performance
of the Company depends upon the quality of its Directors and executives. To be successful and maximise shareholder wealth, the
Company must attract, motivate and retain highly skilled Directors and executives.
Remuneration packages applicable to the executive
Directors, senior executives and non-executive Directors are established with due regard to:
|
·
|
Performance against set goals
|
|
·
|
Ability to attract and retain qualified
and experienced Directors and senior executives.
|
The Company has formed a Compensation Committee.
The current members of the Compensation Committee are Dr Hill and Mr Channon. The Compensation Committee is responsible for determining
and reviewing compensation arrangements for Directors and executives. The Committee assesses the appropriateness of the nature
and amount of remuneration of Directors and executives on a periodic basis by reference to relevant employment market conditions
with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality Board and executive team.
Executive Remuneration
The Company aims to reward executives with
a level and mix of remuneration commensurate with their position and responsibilities within the Company and so as to:
|
·
|
Align the interests of executives with
those of shareholders;
|
|
·
|
Link reward with strategic goals and performance
of the Company; and
|
|
·
|
Ensure total remuneration is competitive
by market standards.
|
Base pay for executives is reviewed on the
contract renewal date to ensure the base pay is set to reflect the market for a comparable role. There are no guaranteed base pay
increases included in any executives’ contracts.
Remuneration consists of fixed remuneration
and remuneration incentives in the form of options issued in the Company.
The level of fixed remuneration is reviewed
annually by the Board having due regard to performance against goals set for the year and relevant comparative information. The
Board has access to external advice independent of management if required. During the year ended 30 June 2014 the Board sought
advice from Denver Compensation and Benefits LLC in regards to the remuneration, including cash compensation and short and long
term incentives for employees of the Consolidated Entity. No external advice was sought during the year ended 30 June 2016 and
30 June 2017.
Non-executive Director Remuneration
Fees and payments to non-executive Directors
reflect the demands which are made on, and the responsibilities of, the Directors. Non-executive Directors’ fees and payments
are reviewed annually by the board. The Chair’s fees are determined independently of the other non-executive Directors. The
Chair is not present at any discussions relating to determination of his own remuneration.
The ASX Listing Rules specify that the aggregate
remuneration of non-executive Directors shall be determined from time to time by a general meeting. An amount not exceeding the
amount determined is then divided between Directors as agreed. The latest determination was at the Annual General Meeting held
on 18 November 2010 when shareholders approved an aggregate remuneration of A$500,000 per annum. The amount of aggregate remuneration
sought to be approved by shareholders and the manner in which it is apportioned amongst Directors is reviewed annually.
Non-executive Directors are encouraged by the
Board to hold shares in the Company (purchased by Directors on market). It is considered good governance for Directors to have
a stake in the Company on whose Board they sit.
Remuneration Incentives
The Company does not have a policy in place
limiting the Directors exposure to risk in relation to the Company’s options.
The remuneration of non-executive Directors
for the year ended 30 June 2017 and 2016 is detailed in Table 1 and Table 2 of this report.
Remuneration Incentives
Directors’ remuneration is not linked
to either long term or short term incentives. The Board feels that the expiry date and exercise price of the options issued to
the Directors in the current and prior years are sufficient to align the goals of the Directors and executives with those of the
shareholders to maximise shareholder wealth. There are no performance criteria or service conditions attached to options issued
to Directors.
Vesting conditions are attached to options
that are issued to executives and employees.
During the year ended 30 June 2017 there were
nil option issues (or other share based payments) to Directors as remuneration.
Bonus plan for calendar year ended 31 December
2016
The Compensation Committee agreed not to put
a bonus plan in place for the calendar year ended 31 December 2016.
Bonus plan for calendar year ended 31 December
2017
The Compensation Committee agreed not to put
a bonus plan in place for the calendar year ended 31 December 2017.
Voting and comments made at the company's
2016 Annual General Meeting ('AGM')
At the 2016 AGM, 82% of the votes received
supported the adoption of the remuneration report for the year ended 30 June 2016.
|
C
|
Details of Remuneration
|
Amounts of remuneration
Details of remuneration of the Directors and
executives of the Company and Consolidated Entity in accordance with the requirements of the
Corporations Act 2001
and its
Regulations are set out in the following tables.
Table 1: Key Management Personnel compensation
for the year ended 30 June 2017
|
|
Short Term
|
|
|
Post Employment
|
|
|
Share-based Payments
|
|
|
Total
|
|
|
Total Performance
Related
|
|
|
|
Salary & Fees
|
|
|
Non-
monetary
Benefits
|
|
|
Super -annuation
|
|
|
Options
|
|
|
Ordinary Shares
|
|
|
|
|
|
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
%
|
|
Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
T.Barr
|
|
|
390,000
|
|
|
|
5,982
|
|
|
|
18,000
|
|
|
|
103,640
|
|
|
|
56,903
|
|
|
|
574,525
|
|
|
|
18.0
|
%
|
P. Hill
|
|
|
96,078
|
|
|
|
-
|
|
|
|
-
|
|
|
|
51,820
|
|
|
|
30,865
|
|
|
|
178,763
|
|
|
|
29.0
|
%
|
G. Channon
|
|
|
52,815
|
|
|
|
-
|
|
|
|
-
|
|
|
|
41,127
|
|
|
|
19,864
|
|
|
|
113,806
|
|
|
|
36.1
|
%
|
D. Rakich
|
|
|
81,408
|
|
|
|
-
|
|
|
|
7,864
|
|
|
|
41,127
|
|
|
|
5,602
|
|
|
|
136,001
|
|
|
|
30.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R. Lamont
|
|
|
275,945
|
|
|
|
14,267
|
|
|
|
18,821
|
|
|
|
63,911
|
|
|
|
27,463
|
|
|
|
400,407
|
|
|
|
16.0
|
%
|
D. Ninke
|
|
|
269,798
|
|
|
|
15,237
|
|
|
|
18,000
|
|
|
|
60,456
|
|
|
|
31,402
|
|
|
|
394,893
|
|
|
|
15.3
|
%
|
M. Ulmer
|
|
|
370,500
|
|
|
|
18,519
|
|
|
|
18,000
|
|
|
|
82,912
|
|
|
|
17,968
|
|
|
|
507,899
|
|
|
|
16.3
|
%
|
|
|
|
1,536,544
|
|
|
|
54,005
|
|
|
|
80,685
|
|
|
|
444,993
|
|
|
|
190,067
|
|
|
|
2,306,294
|
|
|
|
|
|
Table 2: Key Management Personnel compensation for the years
ended 30 June 2016
|
|
Short
Term
|
|
|
Post
Employment
|
|
|
Share-based
Payments
|
|
|
Total
|
|
|
Total
Performance
Related
|
|
|
|
Salary
& Fees
|
|
|
Non-
monetary
Benefits
|
|
|
Super
-annuation
|
|
|
Options
|
|
|
Ordinary
Shares
|
|
|
|
|
|
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
%
|
|
Direc
tors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
T.Barr
|
|
|
350,000
|
|
|
|
8,947
|
|
|
|
17,500
|
|
|
|
-
|
|
|
|
-
|
|
|
|
376,447
|
|
|
|
0.0
|
%
|
D.
Craig
1
|
|
|
44,934
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
44,934
|
|
|
|
0.0
|
%
|
K.
Skipper
2
|
|
|
17,740
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
17,740
|
|
|
|
0.0
|
%
|
V.
Rudenno
1
|
|
|
39,906
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
39,906
|
|
|
|
0.0
|
%
|
E.
McColley
3
|
|
|
7,665
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
7,665
|
|
|
|
0.0
|
%
|
N.
Fearis
4
|
|
|
14,526
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
14,526
|
|
|
|
0.0
|
%
|
P.
Hill
5
|
|
|
19,955
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
19,955
|
|
|
|
0.0
|
%
|
G.
Channon
5
|
|
|
12,134
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
12,134
|
|
|
|
0.0
|
%
|
D.
Rakich
6
|
|
|
85,211
|
|
|
|
-
|
|
|
|
8,521
|
|
|
|
-
|
|
|
|
-
|
|
|
|
93,732
|
|
|
|
0.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes:
1
Ceased to hold office on
27 January 2016
2
Ceased to hold office 29 on October
2015
3
Resigned on 5 August 2015
4
Appointed 4 October 2015 and resigned
27 January 2016
5
Appointed 27 January 2016
6
Appointed as a Director on 27
January 2016
Table 3 The proportion of remuneration linked
to performance and the fixed proportion are as follows
|
|
Fixed
remuneration
|
|
|
At
risk - STI
|
|
|
At
risk - LTI
|
|
Name
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
T.Barr
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
18
|
%
|
|
|
-
|
%
|
|
|
-
|
%
|
|
|
-
|
%
|
D. Craig
1
|
|
|
NA
|
|
|
|
100
|
%
|
|
|
NA
|
|
|
|
-
|
%
|
|
|
NA
|
|
|
|
-
|
%
|
K. Skipper
2
|
|
|
NA
|
|
|
|
100
|
%
|
|
|
NA
|
|
|
|
-
|
%
|
|
|
NA
|
|
|
|
-
|
%
|
V. Rudenno
1
|
|
|
NA
|
|
|
|
100
|
%
|
|
|
NA
|
|
|
|
-
|
%
|
|
|
NA
|
|
|
|
-
|
%
|
E. McColley
3
|
|
|
NA
|
|
|
|
100
|
%
|
|
|
NA
|
|
|
|
-
|
%
|
|
|
NA
|
|
|
|
-
|
%
|
N. Fearis
4
|
|
|
NA
|
|
|
|
100
|
%
|
|
|
NA
|
|
|
|
-
|
%
|
|
|
NA
|
|
|
|
-
|
%
|
P. Hill
5
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
29
|
%
|
|
|
-
|
%
|
|
|
-
|
%
|
|
|
-
|
%
|
G. Channon
5
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
36
|
%
|
|
|
-
|
%
|
|
|
-
|
%
|
|
|
-
|
%
|
D. Rakich
6
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
88
|
%
|
|
|
-
|
%
|
|
|
-
|
%
|
|
|
-
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R. Lamont
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
-
|
%
|
|
|
-
|
%
|
|
|
-
|
%
|
|
|
-
|
%
|
D. Ninke
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
-
|
%
|
|
|
-
|
%
|
|
|
-
|
%
|
|
|
-
|
%
|
M. Ulmer
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
-
|
%
|
|
|
-
|
%
|
|
|
-
|
%
|
|
|
-
|
%
|
It is the Board’s policy that employment
contracts are only entered into with the managing director and senior executives. As such contracts have been entered into for
Mr. Barr, Mr. Ninke and Ms Lamont. Details of these contracts are included below.
Mr. Barr – Chief Executive Officer
Effective 1 January 2011, Mr Barr has been
retained by the Company to act as the Company’s President, Managing Director and Chief Executive officer for a period of
three years with an option to extend the contract for an additional three years at the mutual agreement of both the Company and
the employee. In January 2014, his contract was extended for an additional 2 years. Mr Barr signed a new contract effective 31
December 2015, this contract has a two year term. As of 1 January 2016, the contract allows for total compensation of $418,000
(cash and non cash benefits).
Mr. Ninke – Vice President Exploration
Effective 1 January 2011, Mr Ninke has been
retained by the Company to act as Vice President - Exploration for a period of three years with an option to extend the contract
for an additional three years. In January 2014, Mr Ninke’s contract was extended for three years at the mutual agreement
of both the Company and the employee. A new two year contract was signed by Mr Ninke, effective 1 January 2017. As of 1 January
2017, the contract allows for total compensation of $304,717 (cash and non cash benefits).
Ms Lamont – Chief Financial Officer
Effective 1 January 2011, Ms Lamont has been
retained by the Company to act as the Vice President – Finance and Chief Financial Officer for a period of three years with
an option to extend the contract for an additional three years at the mutual agreement of both the Company and the employee. In
January 2014, Ms Lamont’s contract was extended for an additional three years. A new three year contract was signed with
Ms Lamont, effective 1 January 2017. As of 1 January 2017, the contract allows for total compensation of $308,000 (cash and non
cash benefits).
Mr Ulmer – VP - Operations
Effective 1 April 2016, Mr Ulmer has been retained
by the Company to act as the Vice President – Operations. Mr Ulmer signed a contract effective 1 January 2017 for this position
for a period of three years. As of 1 January 2017, the contract allows for total compensation of $398,000 (cash and non cash benefits).
Key management personnel have no entitlement
to termination payments in the event of removal for misconduct.
|
E
|
Equity instruments held by key management personnel
|
|
(i)
|
Option holdings of key management personnel
|
|
(ii)
|
Shares issued on exercise of options
|
|
(iii)
|
Shareholding of key management personnel
|
|
(i)
|
Option holdings of key management personnel
|
|
|
Balance at
beginning of
period
|
|
|
Exercised
during the
|
|
|
Expired
during the
|
|
|
Granted as
|
|
|
|
|
|
Balance at
end of period
|
|
|
Options
vested at 30
|
|
30 June 2017
|
|
1
July 2016
|
|
|
year
|
|
|
year
|
|
|
compensation
|
|
|
Other
|
|
|
30
June 2017
|
|
|
June 2017
|
|
Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
T. Barr
|
|
|
802,938
|
|
|
|
-
|
|
|
|
(802,938
|
)
|
|
|
60,000,000
|
|
|
|
-
|
|
|
|
60,000,000
|
|
|
|
-
|
|
D. Rakich
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
24,000,000
|
|
|
|
-
|
|
|
|
24,000,000
|
|
|
|
-
|
|
P. Hill
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
30,000,000
|
|
|
|
-
|
|
|
|
30,000,000
|
|
|
|
-
|
|
G. Channon
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
24,000,000
|
|
|
|
-
|
|
|
|
24,000,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R. Lamont
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
37,000,000
|
|
|
|
-
|
|
|
|
37,000,000
|
|
|
|
-
|
|
D. Ninke
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
35,000,000
|
|
|
|
-
|
|
|
|
35,000,000
|
|
|
|
-
|
|
M. Ulmer
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
48,000,000
|
|
|
|
-
|
|
|
|
48,000,000
|
|
|
|
-
|
|
Total
|
|
|
802,938
|
|
|
|
-
|
|
|
|
(802,938
|
)
|
|
|
258,000,000
|
|
|
|
-
|
|
|
|
258,000,000
|
|
|
|
-
|
|
|
(ii)
|
Shares issued on exercise of options
|
No directors or executive options were exercised
during the year ended 30 June 2017 (2016: nil)
|
(iii)
|
Shareholdings of key management personnel
|
|
|
Balance at beginning
of
period
|
|
|
Granted as
|
|
|
On exercise of
|
|
|
Net change
|
|
|
Balance at end
of period
|
|
30 June
2017
|
|
1
July 2016
|
|
|
compensation
|
|
|
options
|
|
|
other
|
|
|
30
June 2017
|
|
Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
T. Barr
|
|
|
14,546,446
|
|
|
|
16,258,000
|
|
|
|
-
|
|
|
|
(5,963,480
|
)
|
|
|
24,840,966
|
|
D. Rakich
|
|
|
200,000
|
|
|
|
1,517,400
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,717,400
|
|
P. Hill
|
|
|
-
|
|
|
|
8,818,800
|
|
|
|
-
|
|
|
|
(3,527,600
|
)
|
|
|
5,291,200
|
|
G. Channon
|
|
|
100,000
|
|
|
|
5,005,000
|
|
|
|
|
|
|
|
-
|
|
|
|
5,105,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R. Lamont
|
|
|
2,472,038
|
|
|
|
8,718,400
|
|
|
|
-
|
|
|
|
(2,929,260
|
)
|
|
|
8,261,178
|
|
D. Ninke
|
|
|
2,112,400
|
|
|
|
9,969,000
|
|
|
|
-
|
|
|
|
(3,267,000
|
)
|
|
|
8,814,400
|
|
M. Ulmer
|
|
|
-
|
|
|
|
5,704,200
|
|
|
|
-
|
|
|
|
5,887,000
|
|
|
|
11,591,200
|
|
|
|
|
19,430,884
|
|
|
|
55,990,800
|
|
|
|
-
|
|
|
|
(9,800,340
|
)
|
|
|
65,621,344
|
|
Notes:
All equity transactions with
key management personnel other than those arising from the exercise of compensation options have been entered into under terms
and conditions no more favourable than those the Consolidated Entity would have adopted if dealing at arm’s length. In the
tables above “Net Change Other” represents shares held by the Company as Treasury stock to pay for the taxes payable
on the shares issued. Net Change Other for M. Ulmer relates to shares purchased by him in on market transactions.
|
F
|
Loans to key management personnel
|
No loans have been granted to key management
personnel during the current or prior year.
|
G
|
Other transactions and balances with key management
personnel
|
There were no transactions with key
management personnel or their related parties during the current or prior year other than those mentioned above.
The Company’s performance is reflected
in the movement in the Company’s earnings/(loss) per share (EPS) over time. The graph below shows Samson Oil & Gas Limited’s
basic EPS history for the past five years, including the current period as well as the average share price quoted from the ASX.
EPS for the years ended 30 June 2017, 2016,
2015, 2014 and 2013 has been measured based on the net (loss)/profit as calculated by the application of Australian Accounting
Standards.
This concludes the remuneration report,
which has been audited
PROXY
FORM
The Company Secretary
Samson Oil & Gas Limited
Level 16, AMP Building
140 St Georges Terrace
PERTH WA 6000
I/We
|
|
(Full Name – Block Letters)
|
of
|
|
being a member of Samson Oil & Gas Limited hereby appoint
|
|
to exercise
|
|
%
of my/our voting rights
|
(Name of 1st Proxy)
|
|
|
|
|
|
|
|
|
to exercise
|
|
% of my/our voting
rights
|
(2nd Proxy – Optional)
|
|
|
|
or in his/her absence, or if no person
is named, the Chairman of the meeting as my/our proxy/proxies to act generally and vote on my/our behalf at the AGM of the Company
to be held at 11.00am on Monday 6 November 2017 and at any adjournment thereof in accordance with this Proxy Form.
The Chairman of the meeting will act
as your proxy if you do not appoint someone. It is the Chairman’s intention to exercise all undirected proxies in favour
of all of the resolutions.
If
the Chairman is appointed as your proxy (either expressly or by default) and you do
not
wish to direct your proxy how to
vote, please place a mark in this box
¨
By marking the box above you
acknowledge that if you have appointed the Chairman as your proxy (either expressly or by default):
|
(1)
|
he may exercise the undirected proxy even if he has an interest in the outcome
of resolutions 2 and votes cast by him other than as proxy would be disregarded because of that interest; and
|
|
(2)
|
he is expressly authorized to exercise the undirected proxy in respect of
resolution 2 in the manner described above even though resolution 2 is connected with the remuneration of a member of the Key Management
Personnel.
|
If you do not mark the box
above, and you have not directed your proxy how to vote, then in respect of resolutions 2 the Chairman will not cast your votes
and your votes will not be counted in calculating the required majority if a poll is called on those resolutions.
|
RESOLUTIONS
|
FOR
|
AGAINST
|
ABSTAIN
*
|
|
|
1.
|
To re-elect Dr Peter Hill as a director
|
¨
|
¨
|
¨
|
|
|
2.
|
Adoption of remuneration report
|
¨
|
¨
|
¨
|
|
|
3.
|
Approval of Additional 10% Placement Facility
|
¨
|
¨
|
¨
|
|
|
4.
|
Ratify the issue of options
|
¨
|
¨
|
¨
|
|
|
5.
|
Approval of future issue of options
|
¨
|
¨
|
¨
|
|
|
6.
|
Adoption of new Constitution
|
¨
|
¨
|
¨
|
|
|
7.
|
Advisory vote to approve named executive officer compensation
|
¨
|
¨
|
¨
|
|
|
|
|
EVERY
YEAR
|
EVERY
TWO
YEARS
|
EVERY THREE YEARS
|
ABSTAIN
|
|
8.
|
Advisory vote the Frequency of Future Advisory
Votes on “Named Executive Officer” Compensation
|
¨
|
¨
|
¨
|
¨
|
|
*
If you mark the “Abstain”
box with an “X” for a particular resolution, you are directing your proxy not to vote on your behalf on a show of hands
or on a poll and your votes will not be counted in computing the required majority.
Date:
2017.
|
|
|
|
Signature of Member
|
|
Signature of Joint Member
|
|
Or if a company:
THE COMMON SEAL OF
)
was affixed in the presence of, and the
sealing is attested by: )
|
|
|
|
Director/Secretary
|
|
Director
|
|
Or if a company with no common seal:
EXECUTED by authority of its directors
|
|
|
|
Director
|
|
Director / Company Secretary
|
|
INSTRUCTIONS
FOR APPOINTMENT OF PROXY
|
(1)
|
A member entitled to attend and vote at the meeting is entitled to appoint not more than two proxies.
|
|
(2)
|
Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion
of the member's voting rights. If that proportion is not specified, each proxy may exercise one-half of the member’s voting
rights.
|
|
(3)
|
A proxy need not be a member of the Company.
|
Forms to
appoint proxies and the Power of Attorney (if any) under which it is signed or an office copy or notarially certified copy thereof
must be deposited with the Company at the registered office, Level 16, AMP Building, 140 St Georges Terrace, Perth WA 6000 or faxed
to the Company (Fax No: (08) 9220 9820 and for overseas shareholders: (618) 9220 9820), not less than 48 hours before the time
for holding the meeting. A proxy presented by a company should be under the common seal of that company.