Australia
(State or other jurisdiction of
incorporation or organization)
|
N/A
(I.R.S. Employer
Identification No.)
|
Large accelerated filer
¨
|
Accelerated filer
x
|
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
¨
|
Title of securities to be registered
|
Amount to be registered(1)(2)
|
Proposed maximum
offering price
per share(3)
|
Proposed maximum
aggregate
offering price(3)
|
Amount of registration
fee(4)
|
Ordinary shares, no par value, issuable under the Samson Oil & Gas Limited Stock Option Plan
|
72,500,000
|
$0.12
|
$8,700,000
|
$1,020.07
|
Ordinary shares, no par value, reserved for issuance under the
Samson Oil & Gas Limited Stock Option Plan
|
77,500,000
|
$0.18
|
$13,950,000
|
$1,629.60
|
(1)
|
Ordinary shares, no par value (the “Shares”) are traded in the United States in the form of American Depository Shares (“ADSs”). Each ADS represents 20 Shares on deposit with The Bank of New York, as depositary bank (the “Depositary”), and is evidenced by an American Depositary Receipt issued by the Depositary. Separate registration statements on Form F-6 have been filed and may be filed in the future for the registration of the ADSs.
|
(2)
|
Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), there is also being registered such indeterminable number of additional ordinary shares that may become available for purchase pursuant to the plan in the event of certain changes in the outstanding ordinary shares, including mergers, stock dividends, stock splits and reverse stock splits.
|
(3)
|
Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) under the Securities Act. The maximum offering price has been calculated based on (i) with respect to Shares underlying outstanding options previously granted (72,500,000 Shares), the weighted average exercise price for outstanding options ($A0.11), and (ii) with respect to Shares that remain available for issuance (77,500,000 Shares), the average of the high and low prices of the Shares as quoted on the Australia Securities Exchange on April 19, 2011 (A$0.17). The translation of Australian dollars into U.S. dollars have been made at the 4:00pm rate buying rates as posted by the Reserve Bank of Australia on April 20, 2011 of US$1.0583 per A$1.00.
|
(4)
|
The Amount of Registration Fee was calculated pursuant to Section 6(b) of the Securities Act, which states that the adjusted fee for fiscal 2011 shall be $116.10 per $1 million of the maximum aggregate price at which such securities are proposed to be offered. The registration fee is therefore calculated by multiplying the Proposed Maximum Aggregate Offering Price by .0001161.
|
(a)
|
The registrant’s Annual Report on Form 20-F for the fiscal year ended June 30, 2010, including the description of the registrant’s Shares, registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), contained in “Item 9. The Offer and Listing” and “Item 10. Additional Information,” respectively, of the Form 20-F; and
|
(b)
|
All other reports filed by the registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since June 30, 2010.
|
Item 4.
|
Description of Securities
|
Item 5.
|
Interests of Named Experts and Counsel
|
Item 6.
|
Indemnification of Directors and Officers
|
|
·
|
a liability owed to the company or a related body corporate;
|
|
·
|
a liability for a pecuniary penalty order or compensation order under specified provisions of the Corporations Act; or
|
|
·
|
a liability that is owed to someone other than the company or a related body corporate that did not arise out of conduct in good faith.
|
|
·
|
in defending or resisting proceedings in which the person is found to have a liability for which they could not be indemnified under Section 199A(2); or
|
|
·
|
in defending or resisting criminal proceedings in which the person is found guilty; or
|
|
·
|
in defending or resisting proceedings brought by the Australian Securities and Investments Commission (ASIC) or a liquidator for a court order if the grounds for making the order are found by the court to have been established (this does not apply to costs incurred in responding to actions taken by ASIC or a liquidator as part of an investigation before commencing proceedings for the court order); or
|
|
·
|
in connection with proceedings for relief to the person under the Corporations Act in which the court denies the relief.
|
|
·
|
conduct involving a willful breach of any duty in relation to the company; or
|
|
·
|
a contravention of the officer’s duties under the Corporations Act not to improperly use their position or make improper use of information obtained as an officer
|
|
·
|
a director or secretary;
|
|
·
|
a person who makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the company;
|
|
·
|
a person who has the capacity to significantly affect the company’s financial standing; and
|
|
·
|
a person in accordance with whose instructions or wishes the directors of the company are accustomed to act.
|
|
“11.1
|
Indemnity
|
|
11.2
|
Insurance
|
|
11.3
|
Former officers
|
Item 7.
|
Exemption from Registration Claimed
|
(b)
|
The undersigned registrant hereby further undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
|
(c)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
|
By:
|
/s/ Terence M. Barr
|
Terence M. Barr
|
|
Managing Director, Chief Executive Officer and President
|
/s/ Neil MacLachlan
|
/s/ Robyn Lamont
|
|
Neil MacLachlan
|
Robyn Lamont
|
|
Director
|
Chief Financial Officer (Principal Accounting and Principal Financial Officer)
|
|
/s/ Keith Skipper
|
/s/ Terence M. Barr
|
|
Keith Skipper
|
Terence M. Barr
|
|
Director
|
Managing Director, Chief Executive Officer and President (Principal Executive Officer and Authorized U.S. Representative)
|
|
/s/ Victor Rudenno
|
||
Victor Rudenno
|
||
Director
|
4.1
|
Samson Oil & Gas Limited Stock Option Plan
|
5.1
|
Opinion of Minter Ellison
|
23.1
|
Consent of PricewaterhouseCoopers
|
23.2
|
Consent of Ernst & Young LLP
|
23.3
|
Consent of Minter Ellison (included in Exhibit 5.1)
|
23.4
|
Consent of Ryder Scott
|
23.5
|
Consent of Robert Gardner
|
24.1
|
Power of Attorney (included on signature page of this Registration Statement)
|
|
(a)
|
“ADRs” shall mean American Depositary Receipts
|
|
(b)
|
“NYSE” shall mean the NYSE Alternext US LLC, formerly know as the American Stock Exchange.
|
|
(c)
|
“ASX” shall mean the Australian Securities Exchange.
|
|
(d)
|
“Board” shall mean the Board of Directors of the Company.
|
|
(e)
|
“Company” shall mean Samson Oil & Gas Limited, a company organized under the laws of Australia.
|
|
(f)
|
“Listing Rules” shall mean the Listing Rules of the ASX, as amended.
|
|
(g)
|
“Option” shall mean any option for Ordinary Shares granted under this Plan.
|
|
(h)
|
“Ordinary Shares” shall mean the Company’s Ordinary Shares, no par value per share.
|
|
(i)
|
“Plan” shall mean this Stock Option Plan.
|
|
(j)
|
“Share” shall mean an Ordinary Share.
|
(A x B) – C
|
|
·
|
plus the number of fully paid +ordinary securities issued in the 12 months under an exception in rule 7.2,
|
|
·
|
plus the number of partly paid +ordinary securities that became fully paid in the 12 months,
|
|
·
|
plus the number of fully paid +ordinary securities issued in the 12 months with approval of holders of +ordinary securities under this rule,
|
|
·
|
less the number of fully paid +ordinary securities cancelled in the 12 months.
|
1.
|
Such constating documents and corporate records as deemed necessary;
|
2.
|
The Registration Statement;
|
3.
|
Samson Oil and Gas Limited Stock Option Plan;
|
4.
|
A search of the public database maintained by the Australian Securities and Investments Commission; and
|
5.
|
Such other documents as we have considered necessary for the purposes of rendering this opinion.
|
1.
|
Payment in full for the Shares will be received by the Company.
|
2.
|
The Constitution of the Company reviewed by us is the Constitution of the Company in force at the date hereof.
|
3.
|
The copies of such constating documents and corporate records as deemed necessary of the Company examined by us at its registered office are complete and accurate and constitute a complete and accurate record of the business transacted by the Company.
|
/s/ Ryder Scott Company, L.P.
|
|
Ryder Scott Company, L.P.
|