DMLP Dorchester Minerals LP

Item 1.01. Entry into a Material Definitive Agreement.

 

On April 30, 2021, Dorchester Minerals, L.P. (the “Partnership”) entered into a Contribution and Exchange Agreement with JSFM, LLC, a Wyoming limited liability company (“JSFM”), the terms and conditions of which provide for JSFM to contribute certain interests in oil and gas properties, rights and related assets (the “Properties”) to the Partnership in exchange for 725,000 common units representing limited partnership interests in the Partnership (the “Contribution and Exchange Agreement”). The Properties consist of overriding royalty interests totaling approximately 6,400 net royalty acres under 63,000 gross acres in Dunn, McKenzie, McLean and Mountrail Counties, North Dakota. The Contribution and Exchange Agreement includes customary representations, warranties, covenants and indemnities of the Partnership and JSFM and also provides for JSFM to pay the Partnership at closing an amount of cash equal to the aggregate amount of cash receipts from or attributed to the Properties that are received by JSFM during the period beginning on April 1, 2021 and ending on the closing date, which is expected to be June 30, 2021.

 

No material relationships exist between the Partnership and JSFM.

 

The foregoing description of the Contribution and Exchange Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated into Item 1.01 by reference. The Contribution and Exchange Agreement has been included to provide unitholders with information regarding its terms. It is not intended to provide any other factual information about the Partnership or JSFM. The representations, warranties, and covenants contained in the Contribution and Exchange Agreement were made only for purposes of such agreement and as of the specific dates set forth therein, were solely for the benefit of the parties thereto, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties thereto instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to unitholders. Unitholders are not third-party beneficiaries under the Contribution and Exchange Agreement and should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Contribution and Exchange Agreement, which subsequent information may or may not be fully reflected in the Partnership’s public disclosures.