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): March 19, 2015
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 |
| (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) |
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)) |
| Item 3.03. |
Material Modification to Rights of Security Holders. |
The Board of Directors of Samson Oil &
Gas Limited has approved a change in the number of its ordinary shares represented by American Depositary Shares from 20 ordinary
shares per American Depositary Share to 200 ordinary shares per American Depositary Share. The change in exchange ratio for the
ADSs, which will continue to trade on the NYSE MKT, reduces the number of outstanding ADSs from 102,900,833 to approximately 10,290,000.
On March 19, 2015, the company issued a
press release announcing the ratio change. A copy of the press release is filed herewith as Exhibit 99.1.
The new ADS to ordinary
share ratio of 1 for 200 will be effective prior to the commencement of trading on the NYSE MKT on Monday, March 30, 2015. Holders
of the company’s ordinary shares, which are traded on the Australian Securities Exchange, are entirely unaffected by the
new exchange ratio for ADSs.
No fractional shares
will be issued to holders of ADSs. ADS holders who would otherwise hold fractional ADS will receive a cash payment in lieu of such
fractional share. The cash in lieu rate will be set when the depositary (BNY Mellon) sells the ADSs that would otherwise have been
issued as fractional shares in one or more market trades.
ADS holders with shares held in book-entry
form or through a bank, broker or other nominee are not required to take any action and will see the impact of the change to the
ADS ratio reflected in their accounts after March 30, 2015. Beneficial holders may contact their bank, broker or nominee for more
information. ADS holders with shares held in certificate form may exchange their stock certificates for book-entry shares representing
the shares of common stock resulting from the change in the ADS ratio. Shortly after March 30, 2015, such ADS holders will receive
a Letter of Transmittal and instructions for exchanging their certificates from the depositary.
Item
9.01 Financial Statements and Exhibits.
| 99.1 | Press release, dated March 19, 2015 |
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: March 20, 2015 |
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Samson Oil & Gas Limited |
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By: |
/s/ Robyn Lamont |
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Robyn Lamont |
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Chief Financial Officer |
Exhibit 99.1
SAMSON OIL & GAS ADVISORY
Denver 1600 hours March 19th, 2015, Perth 0700 hours March
20th, 2015 |
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SAMSON OIL & GAS ANNOUNCES CHANGE TO RATIO OF AMERICAN
DEPOSITARY SHARES TO ORDINARY SHARES
Samson Oil & Gas Limited (NYSE MKT:
SSN) announced today that its Board of Directors had approved a change in the number of its ordinary shares represented by American
Depositary Shares, issued by the Bank of New York Mellon as depositary, from 20 ordinary shares per ADS to 200 ordinary shares
per ADS. The change in exchange ratio for the ADSs will have the same effect as a 1-for-10 reverse stock split of the ADSs, reducing
the number of outstanding ADSs from 102,900,833 to approximately 10,290,000 ADSs. The ADSs will continue to trade on the NYSE MKT.
Samson’s ordinary shares, which are not affected by the change, will continue to trade on the ASX.
The new ADS to ordinary share ratio of
1 for 200 will be effective prior to the commencement of trading on the NYSE MKT on Monday, March 30th, 2015. Because each ADS
will represent ten times the number of Samson’s ordinary shares after the ratio change, and the total number of ordinary
shares remains the same, the trading price of the ADSs is expected to increase by the same multiple, enhancing the suitability
of the ADSs for auction trading on the NYSE MKT.
Holders of Samson’s ordinary shares,
which are traded on the Australian Securities Exchange (ASX: SSN), are entirely unaffected by the new exchange ratio for ADSs.
Approximately 70% of Samson’s outstanding equity is currently represented by ADSs, with the balance held directly as ordinary
shares.
No fractional ADSs will be issued. Holders
who would otherwise receive fractional ADSs will receive a cash payment in lieu of such fractional ADS. The cash in lieu rate will
be set when the depositary sells the ADSs that would otherwise have been issued as fractional ADSs in one or more market trades.
ADS holders with ADSs held in book-entry
form or through a bank, broker or other nominee are not required to take any action and will see the impact of the change to the
ADS ratio reflected in their accounts after March 30th, 2015. Beneficial holders may contact their bank, broker or nominee for
more information. ADS holders with ADSs held in certificate form may exchange their certificates for book-entry ADSs resulting
from the changed ADS ratio. Shortly after March 30th, 2015, such ADS holders will receive a Letter of Transmittal and instructions
for exchanging their certificates from the depositary.
ABOUT SAMSON
Samson is an oil and gas producer and in
February 2015 averaged 845 BOEPD from its producing properties largely in North Dakota.
Samson has a proven reserve of between
1.9 and 2.4 million BOEs valued at between $39 and $67 million, as determined by Ryder Scott Company as at December 31st
2014 as follows:
| SEC Pricing |
Producing |
Non-Producing |
Undeveloped |
Total Proved |
NPV 10
millions |
| Oil |
645.8 |
809.8 |
576.7 |
2,032.3 |
|
| Plant products |
1.5 |
0 |
0 |
1.5 |
|
| Gas |
878.1 |
761.7 |
557.3 |
2,197.1 |
|
| BOE |
793.7 |
936.8 |
669.6 |
2400.0 |
$67.575 |
SEC pricing
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| Oil |
$94.99 |
| Plant Products |
$44.84 |
| Gas |
$4.37 |
| NYMEX Pricing |
Producing |
Non-Producing |
Undeveloped |
Total Proved |
NPV 10
millions |
| Oil |
614.3.0 |
783.5 |
224.0 |
1,621.8 |
|
| Plant products |
0.7 |
0 |
0 |
0.7 |
|
| Gas |
825.0 |
737.1 |
212.7 |
1,774.8 |
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| BOE |
751.9 |
906.4 |
259.5 |
1917.8 |
$39.442 |
NYMEX pricing as at December 31st 2014
was:
| |
2015 |
2016 |
2017 |
2018 |
2019 |
2020 |
2021 thereafter |
| Oil |
56.01 |
62.63 |
66.55 |
68.50 |
69.75 |
70.52 |
70.61 |
| Plant Products |
30.85 |
29.63 |
28.92 |
28.45 |
28.19 |
28.18 |
28.18 |
| Gas |
3.00 |
3.46 |
3.76 |
3.96 |
4.12 |
4.21 |
4.15 |
Oil is as delivered at Cushing, plant products
at Mont Belvieu, and gas at Henry Hub and adjusted for local differentials.
In January 2014, Samson entered into a
reserve based lending facility with a 3 year term and an interest rate of 3.25% plus LIBOR. This facility is currently drawn down
to $19 million. As at December 31 Samson had a cash balance of $3.9 million.
Samson is pursuing two additional projects
that it believes to be economic even at current oil prices, namely development of the down dip oil in the Bluff prospect and of
the Hawks Springs project generally, as well as an opportunity identified in a new basin.
The Bluff 1-11X well proved an excellent
Permian aged reservoir along with trap integrity; however, the flow test produced 94% nitrogen. Whilst an unusual gas composition,
gas caps are quite normal for oil fields and based on various technical analyses, Samson believes it is likely that an oil leg
lies down dip that was not penetrated by the initial well. It is expected that the Bluff 2 well will be drilled this summer around
270 feet down dip of Bluff1-11X to investigate the fluid content of the reservoir. Using a sophisticated simulator, Samson currently
projects a well in the Bluff oil leg to recover 550,000 barrels and have a NPV10 of $8.3 million using a flat $50 oil
price. Samson holds a working interest of 51% and a net revenue interest of 42% in the Bluff Prospect
Samson is also pursuing an exploration
opportunity in a new basin where it has an executed option for 8,000 acres from a State institution that requires a third party
agreement to issue a 5 year lease. This third party has an existing mineral lease outside of the energy mineral suite that requires
a mutual mineral development agreement such that both the oil and gas can be exploited by Samson along with an existing non energy
mineral. Samson is confident that such an agreement can be settled based on the very cooperative negotiations undertaken thus far.
The viability of the project is demonstrated by the immediately adjacent production illustrating the potential flow capacity and
economics of the project.
Samson’s Ordinary Shares are traded
on the Australian Securities Exchange under the symbol "SSN". Samson's American Depository Shares (ADSs) are traded on
the New York Stock Exchange MKT under the symbol "SSN". Each ADS represents 20 fully paid Ordinary Shares of Samson.
Samson has a total of 2,837 million ordinary shares issued and outstanding (including 230 million options exercisable at AUD 3.8
cents), which would be the equivalent of 141.85 million DSs. Accordingly, based on the NYSE MKT closing price of US$0.19 per ADS
on March 19th, 2015, the Company has a current market capitalization of approximately US$27.9 million (the options have
been valued at an exchange rate of 0.7732). Correspondingly, based on the ASX closing price of A$0.012 for ordinary shares and
a closing price of A$0.002 for the 2017 options, on March 19th, 2015, the Company has a current market capitalization
of approximately A$34.5 million.
SAMSON OIL & GAS LIMITED
TERRY BARR
Managing Director |
For further information please
contact,
Terry Barr, CEO on
303 296 3994 (US office) or
970 389 5047 (US cell) |
Statements made in this press release that
are not historical facts may be forward looking statements, including but not limited to statements using words like “may”,
“believe”, “expect”, “project”, “anticipate”, “should” or “will.”
Actual results may differ materially from those projected in any forward-looking statement. There are a number of important factors
that could cause actual results to differ materially from those anticipated or estimated by any forward looking information, including
uncertainties inherent in estimating the methods, timing and results of exploration activities. A description of the risks and
uncertainties that are generally attendant to Samson and its industry, as well as other factors that could affect Samson’s
financial results, are included in the prospectus and prospectus supplement for its recent Rights Offering as well as the Company's
report to the U.S. Securities and Exchange Commission on Form 10-K, which are available at www.sec.gov/edgar/searchedgar/webusers.htm.