Current Report Filing (8-k)
January 23 2018 - 6:04AM
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 22, 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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(Sate
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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Samson Oil and Gas Limited (the “Company”),
on behalf of itself and its wholly-owned subsidiary, Samson Oil & Gas USA (collectively, “Samson”), has executed
a non-binding letter of intent (“LOI”) to sell the Foreman Butte Project, which comprises substantially all of Samson’s
assets, to Firehawk Oil and Gas LLC (“Firehawk”) for $41.5 million. Under the LOI, the Company and Foreman agreed to
a 21-day exclusivity period during which Samson will not consider other proposals to acquire its assets or controlling positions
in its securities. The letter of intent is otherwise only an expression of interest and is not binding on the parties. The parties
contemplate entering into a binding purchase and sale agreement at or before the end of the 21-day exclusivity period but there
is no obligation to do so.
The assets included in the proposed sale
include Samson’s leases in the states of Montana and North Dakota, representing approximately 51,305 acres, 99 wells operated
by Samson and 50 non-operated wells. The proposed sale would require the approval of the Company’s stockholders.
If consummated, the transaction would be
effective as of January 1, 2018. The LOI will terminate on or before March 1, 2018 unless otherwise agreed to by the Company and
Firehawk.
The foregoing description of the terms
of the LOI is not complete and is subject in its entirety by reference to the terms of the LOI, a copy of which is attached as
Exhibit 99.1 hereto.
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Item
7.01
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Regulation
FD Disclosure
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On January 22, 2018, the Company issued
a press release regarding the LOI. A copy of that press release is attached hereto as Exhibit 99.2.
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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: January 22, 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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