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 29, 2016
Samson
Oil & Gas Limited
(Exact name of registrant as specified in
its charter)
| Australia |
|
001-33578 |
|
N/A |
| (State or other jurisdiction of incorporation or organization) |
|
(Commission file number) |
|
(I.R.S. Employer
Identification Number) |
| |
|
|
|
|
|
Level 16, AMP Building,
140 St Georges Terrace
Perth, Western Australia 6000 |
|
|
| (Address of principal executive offices) |
|
(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:
| o |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| o |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| o |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 2.02 Results of Operations and Financial Conditions.
On January 29, 2016, Samson Oil & Gas
Limited filed its Australian Stock Exchange (ASX) quarterly report for the period ended December 31, 2015, 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, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01 Financial Statements
and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
ASX quarterly report of Samson Oil & Gas Limited for the period ended December 31, 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: February 1, 2016 |
|
|
| |
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| |
Samson Oil & Gas Limited |
| |
|
|
| |
|
|
| |
By: |
/s/ Robyn Lamont |
| |
|
Robyn Lamont |
| |
|
Chief Financial Officer |
Exhibit 99.1
 |
QUARTERLY REPORT
for the period ended 31 December 2015
|
FINANCIAL
HIGHLIGHTS
| - | Average production for the quarter ended 31 December 2015 was 750 barrels of oil equivalent per
day compared to 557 BOEPD for the quarter ended 31 December 2014. |
| - | Production for the quarter ended 31 December 2015 was 54% higher at 67,443 BOE compared to 43,652
BOE for the quarter ended 31 December 2014. |
| - | Estimated oil and gas revenue was US$1.9 million for the quarter (there is generally a two to three
month delay between production and the receipt of funds). |
| - | The Company’s G&A cost was reduced to US$0.8 million for the three months to 31 December
2015 from US$1.2 million for the prior corresponding period in 2014. |
| - | The closing cash balance for the quarter is US$0.9 million. |
OPERATIONAL
HIGHLIGHTS
| - | The North Stockyard Field is currently on full production, with all 23 wells on stream. Gross oil
production for the quarter was 224,519 barrels. Gross gas sold was approximately 400,000 MCF. |
| - | In the Hawk Springs project in Wyoming, the Bluff #1-11 well has been shut-in for pressure build-up
monitoring. The tubing pressure had built up to 2000 psi as of the end of the year and is continuing to build up pressure. |
| - | The Multiple Mineral Development Agreement (MMDA) has been finalized with a potash mining company
in the Cane Creek project, Grand & San Juan Counties, Utah and is awaiting execution. Upon entering the MMDA, the Utah School
and Institutional Trust Lands Administration (SITLA) will grant Samson 8,080 net acres at $75/acre to develop that leasehold for
oil and gas. |
| - | A Purchase and Sale Agreement was executed to acquire 51,305 net acres and 720 BOPD of production
in the Williston Basin of North Dakota and Montana for the purchase price of $16.5MM. This was due to close on 1 February 2015,
however the agreement allows for a 15 day cure period which will be used to finalize the financing of the transaction. |
PRODUCTION
Production for the December 2015 quarter
decreased from the September 2015 quarter as a result of the natural decline expected from wells in Samson’s project area
but has maintained a constant rate throughout the quarter ended 31 December 2015.
Prior 12 month production by quarter
| |
Q1 2015 |
Q2 2015 |
Q3 2015 |
Q4 2015 |
| OIL, BO |
63,612 |
87,684 |
61,111 |
51,888 |
| GAS, MCF |
76,455 |
59,020 |
90,053 |
93,332 |
| BOE |
76,355 |
97,520 |
76,120 |
67,443 |
| BOEPD |
848 |
1,083 |
845 |
750 |
Samson
Oil & Gas Limited
Level 16, AMP Building, 140 St
Georges Terrace, Perth WA 6000
T: +618 9220 9830 F:
+618 9220 9820 ABN: 25 009 069 005 ASX: SSN
|
Samson
Oil & Gas USA
1131, 17th Street,
Suite 710, Denver Colorado 80202
T: +1 303 295 0344 F:
+1 303 295 1961 NYSE: SSN
|
SAMSON OIL
& GAS LIMITED
December
2015 Quarterly Report
Current quarter production by month
| |
October |
November |
December |
| OIL, BO |
17,298 |
17,615 |
16,975 |
| GAS, MCF |
30,172 |
29,398 |
33,762 |
| BOE |
22,326 |
22,515 |
22,602 |
| BOEPD |
744 |
750 |
753 |
Note:
Production information (volumes and prices)
may differ from previously advised information as there is generally a two to three month lag between production and receipt of
sales and cash from the field operators. Prior to receiving the final sales information, production is estimated from information
provided by the operator and in some instances, third parties.
Estimated net production and revenue:
| |
OIL Bbls |
OIL US$ |
GAS Mscf |
GAS US$ |
TOTAL US$ |
| September 2015 Quarter |
61,111 |
2,415,888 |
90,053 |
208,260 |
2,624,148 |
| December 2015 Quarter |
51,888 |
1,860,298 |
93,332 |
195,353 |
2,055,651 |
Average commodity prices:
| |
GAS US$/Mscf |
OIL US$/Bbl |
| September 2015 Quarter |
$2.31 |
$39.53 |
| December 2015 Quarter |
$2.09 |
$35.85 |
In some cases revenue is yet to be received
and is therefore an estimate.
LAND
| PROJECT |
BASIN |
STATE |
COUNTY |
NET ACRES |
| Hawk Springs |
DJ |
Wyoming |
Goshen |
16,016 |
| Roosevelt |
Williston |
Montana |
Roosevelt |
18,073 |
| North Stockyard |
Williston |
North Dakota |
Williams |
531 |
| Rainbow |
Williston |
North Dakota |
Williams |
950 |
| South Prairie |
Williston |
North Dakota |
Renville |
6,512 |
| State GC |
Delaware |
New Mexico |
Lea |
130
|
PROJECTS
Hawk Springs Project, Goshen County,
Wyoming
Permo-Penn Project, Northern D-J Basin
Samson currently has a 37.5% Working
Interest
Samson is currently monitoring the pressure
build-up in the Bluff #1-11 well to determine if any continuing fluid movement exists in the Permian Hartville reservoir. If the
pressure builds back up to the original bottom hole pressure, Samson may be able to determine that the drive mechanism is an active
water drive at which point it may be worth opening the well up again to flow and potentially identify an oil leg. If the bottom
hole reservoir pressures remain low after the build-up, the Permian Hartville zone will be abandoned and additional recompletions
may occur in the uphole zones where other hydrocarbon shows were observed. The final evaluation of the pressure build-up is expected
to be completed by mid-year 2016.
SAMSON OIL
& GAS LIMITED
December
2015 Quarterly Report
Rainbow Field, Williams County, North
Dakota
Mississippian Bakken Formation, Williston
Basin
Gladys 1-20H
Samson 23% and 52% Working Interest
During the quarter the Gladys 1-20H well
produced 11,858 barrels of oil (gross). This well is the first in the Rainbow project, which is expected to support a drilling
program of up to 14 wells, comprised of 8 wells in the middle Bakken and 6 in the Three Forks.
Cane Creek Project, Grand & San
Juan Counties, Utah
Pennsylvanian Paradox Formation, Paradox
Basin
Samson 100% Working Interest
On November 5, 2014, Samson entered into
an Other Business Arrangement (“OBA”) with the Utah School and Institutional Trust Lands Administration (“SITLA”)
covering approximately 8,080 net acres located in Grand and San Juan Counties, Utah, all of which are administered by SITLA. Samson
was granted an option period for two years in order to enter into a Multiple Mineral Development Agreement (“MMDA”)
with another company who hold leases to extract potash in an acreage position situated within our project area. Upon entering into
the MMDA, SITLA is obligated to deliver oil and gas leases covering our project area at cost of $75 per acre to Samson. The MMDA
has been finalized and is awaiting execution.
This acreage is located in the heart of
the Cane Creek Clastic Play of the Paradox Formation along the Cane Creek anticline. The primary drilling objective is the overpressured
and oil saturated Cane Creek Clastic interval. Keys to the play to date include positioning along the axis of the Cane Creek anticline
and exposure to open natural fractures. The 3-D seismic is currently being designed to image these natural fractures. The seismic
shoot was surveyed and permitted this past summer. This project displays very robust economics in a low priced oil environment
using the evidence obtained from a nearby competitor well that has produced 802,967 BO in just
over two years and has an EUR of 1.2 million barrels of oil. Initial production rates are around 1,500 BOPD and decline rates are
very modest.
Foreman Butte Project, McKenzie County,
North Dakota
Mississippian Madison Formation, Williston
Basin
Samson to attain 100% Working Interest
Samson entered into a contract to acquire
51,305 net acres of oil and gas leases, producing oil and gas wells, currently shut-in wells and associated facilities in North
Dakota and Montana for a cash price of $16.5 million. The properties to be acquired produce approximately 720 BOPD from 41 net
producing wells. Netherland Sewell & Associates have estimated that the properties contain Proved Reserves of 8.5 million barrels
of oil with a Net Present Value of $84.9 million as at October 1st, 2015, the effective date of the transaction.
The 51,305 net acres of petroleum leases
being acquired include the right to exploit hydrocarbons down to the top of the Bakken Formation. For a portion of the leases,
Samson is also acquiring the rights to the deeper geologic section below the Bakken pool. The properties have been in production
for several years and represent production from various geologic horizons above the Bakken Formation, including the Ratcliffe and
Mission Canyon intervals of the Mississippian Madison Formation which provide conventional oil and gas accumulations in this region.
The properties have largely been developed using 640 acre horizontal wells or 40 acre vertical wells. With the current lower oil
service costs, Samson envisages development of the acquired PUD Reserves by using longer laterals, infilling the historical 640
acre wells or developing 40 acre infills adjacent to existing or known production.
Samson’s immediate focus, however,
will be on the 17 wells in the PDNP category, since the Company expects that these wells can be bought back on line with minimal
capital expenditure. Samson also sees additional upside using an acid-based stimulation of the existing PDP and PDNP wells in light
of the reservoir’s calcium carbonate-based architecture. No stimulation of these reservoirs has ever been undertaken but
this style of stimulation treatment has resulted in a 3 to 4-fold uplift in production rates in other wells in the region.
The transaction also includes the acquisition
of two saltwater disposal facilities and the right to use existing disposal facilities at a prescribed rate per barrel. Certainty
on that significant operating cost has thus been achieved as part of the transaction.
SAMSON OIL
& GAS LIMITED
December
2015 Quarterly Report
LIQUIDITY
Sources of cash for the next quarter are
as follows:
| |
US$(’000’s) |
| Current cash on hand |
900 |
| Cash receipts from December quarter oil and gas sales |
1,700 |
| Fair market value – hedging |
800 |
| TOTAL |
3,400 |
* Estimate based on realized December quarter
production and $35 oil price (indicative of current Bakken oil pricing), allowing for a two month delay between production and
cash receipt
FINANCIAL
Cash Distribution
| Bank of the West (Samson’s trading bank) | |
| US$772,466 | |
| Bank of New York Mellon | |
| US$17,947 | |
| Mutual of Omaha | |
| US$46,073 | |
| National Australia Bank | |
| A$146,186 | |
Foreign Exchange Rates
The closing A$:US$ exchange rate on 31 December
2015 was $0.7306 The average A$:US$ exchange rate for the quarter was $0.7204.
The Company’s cash position at 31
December 2015 was as follows:
| |
US$(‘000’s) |
| Cash at bank on deposit |
943 |
Hedging
Samson has the following hedging in place
with respect to WTI pricing:
| Calendar Year |
Volume-BBLS |
Floor |
Ceiling |
| 2016 |
2,788 |
85.00 |
89.85 |
| Calendar Year |
Volume-BBLS |
Ceiling |
Sub floor |
Floor |
| 2016 |
36,600 |
- |
67.50 |
82.50 |
| 2016 |
27,450 |
80.00 |
55.00 |
40.00 |
As at 31 December 2015, the value of Samson’s
hedging program was $0.7 million. At 27 December 2015 the value of Samson’s hedging program was $0.8 million
For and on behalf of the Board of
SAMSON OIL & GAS LIMITED |
For further information please
contact
Denis Rakich, Company Secretary, on 08 9220 9882 |
TERRY BARR
Managing Director |
Information contained in this report relating to hydrocarbon reserves was compiled by the Managing Director
of Samson Oil & Gas Ltd., T M Barr a Geologist who holds an Associateship in Applied Geology and is a fellow of the Australian
Institute of Mining and Metallurgy who has 30 years relevant experience in the oil & gas industry. |
29 January 2016
SAMSON OIL
& GAS LIMITED
December
2015 Quarterly Report
Rule 5.3
Appendix 5B
Mining
exploration entity quarterly report
Introduced
01/07/96 Origin Appendix 8 Amended 01/07/97, 01/07/98, 30/09/01, 01/06/10, 17/12/10
| Name of entity |
| Samson Oil and Gas Limited |
| ABN |
|
Quarter ended (“current quarter”) |
| 25 009 069 005 |
|
31 December 2015 |
Consolidated statement of cash flows
|
Cash flows
related to operating activities
|
Current quarter
$US’000 |
Year to date
(6.months)
$US’000 |
| 1.1 |
Receipts from product sales and related debtors
|
2,310 |
6,543 |
| 1.2 |
Payments for
(a) exploration & evaluation
(b) development
(c) production
(d) administration |
(206)
22
(1,750)
(1,250) |
(315)
(1,059)
(3,199)
(2,442) |
|
Dividends received
|
|
|
|
Interest and other items of a similar nature received
|
1 |
2 |
|
Interest and other costs of finance paid
|
(194) |
(399) |
|
Income tax(payment) refund
|
- |
- |
|
Other (provide details if material) Costs
to abandon old wells
Receipts from derivative instruments (hedges) |
-
90 |
(98)
110 |
| |
Net Operating Cash Flows |
(977) |
(857) |
| |
Cash flows related to investing activities |
|
|
|
Payment for purchases of:
(a) prospects
(b) equity investments
(c) other fixed assets |
(500) |
(500) |
|
Proceeds from sale of:
(a) prospects
(b) equity investments
(c) other fixed assets |
-
-
- |
-
-
- |
SAMSON OIL
& GAS LIMITED
December
2015 Quarterly Report
|
Loans to other entities |
|
|
|
Loans repaid by other entities |
|
|
|
Other (provide details if material) |
|
|
| |
Net investing cash flows |
(500) |
(500) |
|
Total operating and investing cash flows |
(1,477) |
(1,357) |
|
Cash flows related to financing activities |
|
|
|
Proceeds from issues of shares, options, etc. |
- |
1 |
|
Proceeds from sale of forfeited shares |
|
|
|
Proceeds from borrowings |
301 |
301 |
|
Repayment of borrowings |
- |
- |
|
Dividends paid |
|
|
|
Other (provide details if material)
|
-
|
-
|
| |
Net financing cash flows |
301 |
302 |
| |
Net increase (decrease) in cash held
|
(1,176) |
(1,055) |
|
Cash at beginning of quarter/year to date |
2,114 |
2,062 |
|
Exchange rate adjustments to item 1.20 |
5 |
(64) |
|
Cash at end of quarter |
943 |
943 |
Payments to directors of the entity
and associates of the directors
Payments to related entities of the
entity and associates of the related entities
| |
Current quarter
$US'000 |
|
1.23 |
Aggregate amount of payments to the parties included in item
1.2
|
201 |
|
1.24 |
Aggregate amount of loans to the parties included in item 1.10
|
- |
|
1.25 |
Explanation necessary for an understanding of the transactions |
|
|
Monies paid to Directors for salary and fees |
SAMSON OIL
& GAS LIMITED
December
2015 Quarterly Report
Non-cash financing and investing activities
| 2.1 |
Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows |
| |
|
| 2.2 |
Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest |
| |
|
Financing facilities available
Add notes as necessary for an understanding of the position.
| |
|
Amount available
$US’000 |
Amount used
$US’000 |
| 3.1 |
Loan facilities
|
19,000 |
19,000 |
|
Credit standby arrangements
|
- |
- |
*In January 2014 a reserve based
debt facility was entered into for $25 million.
Estimated cash outflows for next quarter*
| |
|
$US’000 |
| 4.1 |
Exploration and evaluation
|
- |
|
Development
|
- |
|
Production
|
691 |
|
Administration
|
1,100 |
| |
Total |
1,791
|
* Estimated cash outflows will be
funded through cash receipts from oil and gas sales.
Reconciliation of cash
| Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows. |
Current quarter
$US’000 |
Previous quarter
$US’000 |
| 5.1 |
Cash on hand and at bank |
943 |
2,144 |
| 5.2 |
Deposits at call |
- |
- |
|
Bank overdraft |
- |
- |
|
Other (provide details) |
- |
- |
| |
Total: cash at end of quarter (item 1.22) |
943 |
2,144 |
SAMSON OIL
& GAS LIMITED
December
2015 Quarterly Report
Changes in interests in mining tenements
| |
|
Tenement reference |
Nature of interest
(note (2)) |
Interest at beginning of quarter |
Interest at end of quarter |
| 6.1 |
Interests in mining tenements relinquished,
reduced or lapsed
|
|
|
|
|
|
Interests in mining tenements acquired or
increased
|
|
|
|
|
Issued and quoted securities at end
of current quarter – all reference to option exercise price is in AUSTRALIAN DOLLARS
Description includes rate of interest
and any redemption or conversion rights together with prices and dates.
| |
Total number |
Number quoted |
Issue price per security (see note 3) (cents) |
Amount paid up per security (see note 3) (cents) |
| 7.1 |
Preference +securities(description) |
|
|
|
|
| 7.2 |
Changes during quarter
(a) Increases through issues
(b) Decreases through returns of capital, buy-backs, redemptions |
|
|
|
|
| 7.3 |
+Ordinary securities
|
2,837,834,301 |
2,837,834,301 |
|
|
| 7.4 |
Changes during quarter
(a) Increases through issues
(b) Decreases through returns of capital, buy-backs |
|
|
|
|
| 7.5 |
+Convertible debt securities (description) |
|
|
|
|
| 7.6 |
Changes during quarter
(a) Increases through issues
(b) Decreases through securities matured, converted |
|
|
|
|
| 7.7 |
Options(description and conversion factor) |
229,582,240
4,000,000
87,033,246
|
229,582,240
-
- |
Exercise
price
3.8c
3.9c
3.3c |
Expiry
date
31.03.2017
30.11.2017
30.04.2018 |
| 7.8 |
Issued during quarter |
|
|
|
|
| 7.9 |
Exercised during quarter |
|
|
|
|
| 7.10 |
Expired during quarter |
4,000,000 |
|
15.1c |
31.10.2015 |
| 7.11 |
Debentures
(totals only) |
|
|
|
|
| 7.12 |
Unsecured notes (totals only)
|
NIL |
NIL |
|
|
SAMSON OIL
& GAS LIMITED
December
2015 Quarterly Report
Compliance
statement
| 1 | This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations
Act or other standards acceptable to ASX (see note 5). |
| 2 | This statement does give a true and fair view of the
matters disclosed. |
Sign here: ........................................................... Date:
29 January 2016
(Company secretary)
Print name: Denis Rakich
Notes
| 1 | The quarterly report provides a basis for informing the market how the entity’s activities have been financed for the
past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so,
in a note or notes attached to this report. |
| 2 | The “Nature of interest” (items 6.1 and 6.2) includes options in respect of interests in mining tenements acquired,
exercised or lapsed during the reporting period. If the entity is involved in a joint venture agreement and there are conditions
precedent which will change its percentage interest in a mining tenement, it should disclose the change of percentage interest
and conditions precedent in the list required for items 6.1 and 6.2. |
| 3 | Issued and quoted securities The issue price and amount paid up is not required in items 7.1 and 7.3 for fully paid
securities. |
| 4 | The definitions in, and provisions of, AASB 6: Exploration for and Evaluation of Mineral Resources and AASB 107:
Statement of Cash Flows applies to this report. |
| 5 | Accounting Standards ASX will accept, for example, the use of International Financial Reporting Standards for foreign
entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with. |
== == == == ==