Current Report Filing (8-k)
February 05 2018 - 4:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): January 31, 2018
Samson
Oil & Gas Limited
(Exact name of registrant
as specified in its charter)
Australia
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001-33578
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N/A
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission file number)
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(I.R.S. Employer
Identification Number)
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Level
16, AMP Building,
140 St
Georges Terrace
Perth,
Western Australia 6000
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(Address of principal executive
offices)
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(Zip Code)
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Registrant’s
telephone number, including area code:
+61 8 9220 9830
(Former name or former
address, if changed since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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ITEM 2.02
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Results
of Operations and Financial Conditions.
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On
January 31, 2018, Samson Oil & Gas Limited (the “Company”) filed its Australian Stock Exchange (ASX) quarterly
report for the three months ended December 31, 2017 with the ASX. A copy of the ASX quarterly report is furnished as Exhibit 99.1
hereto.
The
information contained in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act.
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ITEM 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On
February 2, 2018, Samson Oil and Gas USA (“Samson USA”), a wholly-owned subsidiary of the Company, entered into an
Amended and Restated Employment Agreement (the “A&R Employment Agreement”) with Terence Barr, Samson USA’s
chief executive officer, effective as of January 1, 2018. The A&R Employment Agreement amends certain provisions of the Employment
Agreement previously entered into with Mr. Barr on January 1, 2011 and amended on December 20, 2011, November 7, 2013, and April
20, 2017 (the “Prior Agreement”). Specifically, the A&R Employment Agreement extends the termination date of the
Prior Agreement to December 31, 2019. All other material terms of the Prior Agreement remain unchanged. A description of these
material terms was included in the Company’s Current Report on Form 8-K filed on April 26, 2017, which summary is incorporated
herein by reference.
The
aforementioned summary is not a complete description of the terms of the A&R Employment Agreement, and reference is made to
the complete text of the A&R Employment Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference
herein.
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ITEM 7.01
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Regulation
FD Disclosure
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On
February 1, 2018, the Company issued a press release regarding the termination of the LOI (as defined below). A copy of the press
release is attached hereto as Exhibit 99.2.
The
Company, on behalf of itself and its wholly-owned subsidiary, Samson USA (collectively, “Samson”), and Firehawk Oil
and Gas LLC (“Firehawk”) have terminated the non-binding letter of intent (“LOI”) pursuant to which Firehawk
expressed its intention to buy the Company’s Foreman Butte Project, which LOI was previously disclosed on the Company’s
Current Report on Form 8-K filed on January 23, 2018.
The
foregoing description of the terms of the Termination of LOI is not complete and is subject in its entirety by reference to the
terms of the Termination of LOI, a copy of which is attached as Exhibit 99.3 hereto.
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ITEM 9.01
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Financial
Statements and Exhibits.
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SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: February 5, 2018
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Samson Oil & Gas Limited
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By:
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/s/ Robyn Lamont
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Robyn Lamont
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Chief Financial Officer
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