UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT
UNDER THE
THE SECURITIES ACT OF 1933
 
Samson Oil & Gas Limited
(Exact name of registrant as specified in its charter)

Australia
(State or other jurisdiction of
incorporation or organization)
 
N/A
(I.R.S. Employer
Identification No.)

Level 36, Exchange Plaza
2 The Esplanade
Perth, Western Australia 6000
(Address of principal executive offices)

Samson Oil & Gas Limited Stock Option Plan
 (Full title of plan)

Terence M. Barr
Email: Terry.Barr@SamsonOilandGas.com
1726 Cole Blvd, Suite 210
Lakewood, Colorado 80401
303-295-0344
(Name, address and telephone number of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer  ¨
Accelerated filer x
Non-accelerated filer ¨ (Do not check if a smaller reporting company)
Smaller reporting company ¨
 
CALCULATION OF REGISTRATION FEE
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.
 
 
 
 

 
 
PART I
INFORMATION REQUIRED IN THE
SECTION 10(A) PROSPECTUS
 
As permitted by Rule 428 under the Securities Act, this registration statement omits the information specified in Part I of Form S-8. We will deliver the documents containing the information specified in Part I to the participants in the plans covered by this registration statement as required by Rule 428(b). We are not filing these documents with the Securities and Exchange Commission as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus for the plan that meets the requirements of Section 10(a) of the Securities Act.
 
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
 
Item 3.
Incorporation of Documents by Reference
 
The reports listed below have been filed with or furnished to the Securities and Exchange Commission by the registrant and are incorporated herein by reference to the extent not superseded by reports or other information subsequently filed or furnished.
 
(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
 
Not applicable.
 
Item 5.
Interests of Named Experts and Counsel
 
None.
 
Item 6.
Indemnification of Directors and Officers
 
Corporations Act 2001 (Commonwealth) of Australia
 
Section 199A(1) of the Corporations Act 2001 (Commonwealth) (the “Corporations Act”) provides that a company or a related body corporate must not exempt a person from a liability to the company incurred as an officer of the company.
 
Section 199A(2) of the Corporations Act provides that a company or a related body corporate must not indemnify a person against any of the following liabilities incurred as an officer of the company:
 
 
·
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.
 
Section 199A(2) does not apply to a liability for legal costs.
 
Section 199A(3) provides that a company or a related body corporate must not indemnify a person against legal costs incurred in defending an action for a liability incurred as an officer of the company if the costs are incurred:
 
 
·
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.
 
Section 199B of the Corporations Act provides that a company or a related body corporate must not pay, or agree to pay, a premium for a contract insuring a person who is or has been an officer of the company against a liability (other than one for legal costs) arising out of:
 
 
·
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
 
For the purpose of Sections 199A and 199B, an “officer” of a company includes:
 
 
·
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.
 
 
2

 
 
Samson’s Constitution
 
Article 11 of Samson Oil & Gas Ltd.’s constitution, entitled “Officers’ Indemnity and Insurance” provides:
 
 
“11.1
Indemnity
 
Subject to section 199A, the Company must, to the extent the person is not otherwise indemnified, indemnify every officer of the Company and its wholly-owned subsidiaries and may indemnify its auditor against a liability:
 
(a)           incurred as officer or auditor to a person other than the Company or a related body corporate (including a liability incurred as a result of appointment or nomination of the Company or a subsidiary as a trustee or as an officer of another corporation) unless the liability arises out of conduct involving a lack of good faith or is a liability for a pecuniary penalty order under section 1317G or a compensation order under section 1317H; and
 
(b)           for costs and expenses incurred in defending civil or criminal proceedings in which judgement is given in favour of that person, or in which that person is acquired, or in which the grounds for making a court order sought by ASIC or a liquidator are found by the court not to have been established, or in connection with proceedings for relief to that person under the Act in which the court grants the relief.
 
 
11.2
Insurance
 
Subject to section 199B, the Company may enter into, and pay premiums on, a contract of insurance in respect of any person.
 
 
11.3
Former officers
 
The indemnity in favour of officers under rule 11.1 is a continuing indemnity.  It applies in respect of all acts done by a person while an officer of the Company or one of its wholly owned subsidiaries even though the person is not an officer at the time the claim is made.”
 
Pursuant to this provision, Samson maintains insurance against any liability incurred by its directors and officers in defense of any action in which they are made parties by reason of their positions as directors and officers.
 
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
 
Item 7.
Exemption from Registration Claimed
 
Not applicable.
 
Item 8.
Exhibits
 
See index of Exhibits attached hereto.
 
 
3

 
 
Item 9.
Undertakings
 
(a)
The undersigned registrant hereby undertakes:
 
(1) To file, during any period in which offers or sales are being made, a post-effective amendment  to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment 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.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(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.
 
 
4

 
 
(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.
 
 
5

 

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on this 21 st day of April, 2011.
 
SAMSON OIL & GAS LIMITED

By: 
/s/ Terence M. Barr
 
Terence M. Barr
 
Managing Director, Chief Executive Officer and President

POWER OF ATTORNEY
 
Each person whose signature appears below constitutes and appoints Terence M. Barr and Robyn Lamont, and each of them, his or her true and lawful attorneys-in-fact, proxy and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the U.S. Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment and (iv) take any and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such attorneys-in-fact, proxy and agent or any of his or her substitutes may lawfully do or cause to be done by virtue thereof. This Power of Attorney may be executed in counterparts.

Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities indicated on the 21 st day of April, 2011.

/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
   

 
6

 
 
EXHIBITS

The following are filed at exhibits to this registration statement:
 
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)
 
 
7

 
Exhibit 4.1

SAMSON OIL & GAS LIMITED
STOCK OPTION PLAN

1.            Purpose .  The purpose of this Plan is to advance the interests of the Company and its subsidiaries by ensuring that the issuance of the Options to purchase the Company’s Ordinary Shares is governed by the Australian regulatory regime when such regime conflicts with the regulatory regime of the United States of America.  The Company’s Ordinary Shares trade on the ASX and its ADRs trade on the NYSE.  Despite similar motives of transparency and investor protection, ASX rules and Australian law at times conflict with NYSE rules and United States laws regarding the issuance of options.  In view of the inequitable result that arises from adherence to both the ASX/Australian and NYSE/US regulatory regimes, the Board adopts this Plan to abide by Australian law and ASX rules where such law and rules conflict with US law and NYSE rules.
 
2.            Definitions .  As used herein, the following terms shall have the meanings indicated:
 
 
(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.
 
3.            Shares Subject to the Plan .  Options may only be granted where the Shares underlying the Options are authorized and issuable in accordance with the Company’s constitution, Australian law, and the Listing Rules.  The issuance of Options shall not require the filing of an Additional Listing Application with NYSE as the issuance of Options is unrelated to the number of ADRs authorized for listing on NYSE and registered under US securities laws.
 
 
 

 
 
4.            Grants of Options .  The Board or an authorized committee of the Board may grant Options from time to time in accordance with Australian law, the Company’s constitution, and the Listing Rules, which include Listing Rules 7.1 and 10.11 attached hereto as Appendix A .
 
5.            Exercise Price .  The exercise price per share of any Option granted pursuant to Section 4 hereof shall be any price determined by the Board in accordance with Australian Law, the Company’s constitution, and the Listing Rules.
 
6.            Exercise of Options .  An Option shall be deemed exercised when (i) the Company has received notice of such exercise in accordance with the terms of the Option and (ii) full payment of the aggregate price of the Shares as to which the Option is exercised has been made.  The consideration to be paid for the Shares to be issued upon exercise of an Option, as well as the method of payment of the exercise price, shall be determined by the Board in accordance with Australian law, the Company’s constitution, and the Listing Rules.
 
7.            Exercisability and Expiration of Options .  Each Option granted under Section 4 hereof shall become exercisable in such amounts, at such intervals, and upon such terms as the Board shall provide in accordance with Australian law, the Company’s constitution, and the Listing Rules.  The unexercised portion of any Option shall automatically and without notice terminate and become null and void at the time provided by the Board in accordance with Australian law, the Company’s constitution, and the Listing Rules.
 
8.            Issuance of Shares .
 
(a)           Notwithstanding any other provision of this Plan, the Company shall not be obligated to issue any Shares unless it is advised by counsel of its selection that it may do so without violation of Australian law, the Company’s constitution, and ASX Listing Rules pertaining to the issuance of securities, and may require any Shares so issued to bear a legend, may give its transfer agent instructions, and may take such other steps as in its judgment are reasonably required to prevent any such violation.
 
(b)           As a condition to any sale or issuance of Shares upon exercise of any Option, the Board may require such agreements or undertakings as the Board may deem necessary or advisable to facilitate compliance with any applicable law or regulation.
 
(c)           Notwithstanding any other provision of this Plan, the Company shall issue Shares to consultants or advisors under this Plan only if the services provided by such consultants or advisors are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities.
 
9.            Administration of the Plan .  The Plan shall be administered by the Board or an authorized Committee of the Board, either of which shall have the authority to adopt such rules and regulations as are necessary or desirable for the implementation and administration of the Plan and to make such determinations as are not inconsistent with the Plan.
 
 
2

 
 
10.          Amendment and Discontinuation of the Plan .  The Board may from time to time amend, suspend or terminate the Plan.  No Options may be granted under the Plan while the Plan is suspended or after it is terminated.
 
11.          Termination Date .  The Plan shall terminate automatically and without further action on the date that the Company’s ADRs cease to trade on NYSE.
 
12.          Governing Law .  The Plan will be governed by, and construed and enforced in accordance with, the laws of Australia without regard to the conflicts of laws principles thereof.
 
 
3

 
 
Appendix A
 
“+” Defined terms are below in Chapter 19

CHAPTER 7  CHANGES IN CAPITAL AND NEW ISSUES

Issues exceeding 15% of capital

7.1         Without the approval of holders of +ordinary securities, an entity must not issue or agree to issue more +equity securities than the number calculated according to the following formula.
 
 
(A x B) – C
 

A =       The number of fully paid +ordinary securities on issue 12 months before the date of issue or agreement,
 
 
·
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.
 
B =        15%
 
C =        The number of +equity securities issued or agreed to be issued in the 12 months before the date of issue or agreement to issue but not under an exception in rule 7.2 or with approval under this rule.
 
Note: Securities issued without security holder approval with the benefit of a waiver from listing rule 7.1 are treated as being issued with security holder approval unless the terms of the waiver provide otherwise.  Options issued and then cancelled in the twelve months before the date of issue or agreement to issue are not included in “C”.
 
7.1.1       Deleted 1/7/97.
 
7.1.2       Deleted 1/7/97.
 
7.1.3       Deleted 1/7/97.
 
7.1.4      In working out the number of +equity securities that an entity may issue or agree to issue, and the number of +equity securities in “C”, the following rules apply.
 
 
A-1

 
 
(a)           If the +equity securities are fully paid +ordinary securities, each security is counted as one.
 
(b)           If the +equity securities are partly paid securities, each security is counted as the maximum number of fully paid +ordinary securities into which it can be paid up.
 
(c)           In any other case, each security is counted as ASX decides.
 
Note: In making decisions under listing rule 7.1.4 ASX will take into account the policy objective of the rule being control over the dilution of security holders and the economic and voting characteristics of the security.
 
If the security is convertible into ordinary securities, each security will generally be counted as the maximum number of ordinary securities into which it can be converted.  If it converts on the basis of the market value of ordinary securities at the time of conversion, it will generally be counted as the maximum number of ordinary securities into which it can be converted at the market price of ordinary securities at the time of issuing the convertible security, provided that the entity has a reasonably stable trading history.
 
Example:  12 months before the date it intends to issue more securities, a company has the following securities on issue:
 
10,000,000 ordinary shares;
 
2,000,000 options expiring 30 September 1999; and
 
2,000,000 partly paid shares.
 
In the intervening 12 months, no options have been exercised, no partly paid shares paid up and no securities of any class issued.
 
The entity may issue the following securities without the approval of shareholders:
 
·       1,500,000 ordinary securities; or
 
·        if the securities are convertible on the basis of two ordinary securities for every convertible security, 750,000.
 
7.1.5      The following rules apply regarding issues of +equity securities or agreements to issue +equity securities.
 
(a)         An agreement to issue +equity securities that is conditional on holders of +ordinary securities approving the issue before the issue is made is not treated as an agreement.  If an entity relies on this rule it must not issue the +equity securities without approval.
 
(b)         In working out if there is an issue of +equity securities the sale or reissue of forfeited +equity securities is treated as an issue of +equity securities.
 
7.1.6      In working out the number of fully paid +ordinary securities on issue 12 months before the date of issue or agreement in “A”, if first quotation of the entity’s securities occurred less than 12 months before the date of issue or agreement, the number of +securities is the number of fully paid +ordinary securities on issue on the date of first quotation.
 
 
A-2

 
 
CHAPTER 10  TRANSACTIONS WITH PERSONS IN A POSITION OF INFLUENCE

Acquisition of securities in the entity

Approval required for an issue of securities

10.11     Unless one of the exceptions in rule 10.12 applies, an entity must not issue or agree to issue +equity securities to any of the following +persons without the approval of holders of +ordinary securities.
 
10.11.1           A +related party.
 
10.11.2           A +person whose relationship with the entity or a +related party is, in ASX’s opinion, such that approval should be obtained.
 
CHAPTER 19  INTERPRETATIONS AND DEFINITIONS
 
Definitions (*this section has been abbreviated for the purpose of this Appendix A)
 
Equity Security

(a)          a share;

(b)          a +unit;

(c)          a right to a share or +unit or option;

(d)          an option over an issued or unissued +security;

(e)          a +convertible security;

(f)          any +security that ASX decides to classify as an equity security;

(g)          but not a +security ASX decides to classify as a +debt security.

Ordinary Securities

Ordinary shares or ordinary +units (if an entity does not have ordinary shares or ordinary +units, the +class of +securities designated by ASX).

Person

Includes an individual, body corporate, body politic, firm, association, authority, authority or other entity.
 
 
A-3

 
 
Related Party

(a)           in relation to a body corporate , the meaning in section 228 of the Corporations Act.

Note: At 13/3/2000, section 228 of the Corporation Act says that:

(1)          An entity that controls a public company is a related party of the public company.

(2)          The following persons are related parties of a public company.

(a)           directors of the public company

(b)           directors (if any) of an entity that controls the public company

(c)           if the public company is controlled by an entity that is not a body corporate – each of the persons making up the controlling entity.

(d)           spouses and de facto spouses of the persons referred to in paragraphs (a), (b) and (c).

(3)          The following relatives of persons referred to in subsection (2) are related parties of the public company.

(a)           parents

(b)           children

(4)          An entity controlled by a related party referred to in subsection (1), (2) or (3) is a related party of the public company unless the entity is also controlled by the public company.

(5)          An entity is a related party of a public company at a particular time if the entity was a related party of the public company of a kind referred to in subsection (1), (2), (3) or (4) at any time within the previous 6 months.

(6)          An entity is a related party of a public company at a particular time if the entity believes or has reasonable grounds to believe that it is likely to become a related party of the public company of a kind referred to in subsection (1), (2), (3) or (4) at any time in the future.

(7)          An entity is a related party of a public company if the entity acts in concert with a related party on the understanding that related party will receive a financial benefit if the public company gives the entity a financial benefit.
 
 
A-4

 
 
(b)          Deleted 24/10/2005.

(c)           in relation to a person :

(i)           his or her spouse, de facto spouse, parent, child, or a spouse or de facto spouse of that person;

(ii)          an entity controlled by one or more of the persons referred to in paragraph (i);

(iii)         an entity that he or she controls;

(iv)         a person who acts in concert with anyone referred to above;

(v)          a person who was a related party in the previous 6 months, or who would be a related party in the future, under the tests in section 228 of the Corporations Act (applied with any necessary adaptation).

(d)            in relation to a trust :

(i)           the responsible entity;

(ii)          a related party of the responsible entity under section 228 of the Corporations Act, as modified by section 601LA of the Corporations Act.
 
 
A-5

 
 
 
Exhibit 5.1

19 April 2011

THE BOARD OF DIRECTORS OF
SAMSON OIL & GAS LIMITED
Level 36, Exchange Plaza
2 The Esplanade
Perth, Western Australia 6000
 
Dear Sirs
 
SEC Registration Statement
 
We have acted as counsel to Samson Oil & Gas Limited, a company organized under the laws of Western Australia (the “ Company ”).  This opinion is being delivered in connection with the Company’s filing of a Registration Statement on Form S-8 (the “ Registration Statement ”) with the U.S. Securities and Exchange Commission (the “ Commission ”), pursuant to the U.S. Securities Act of 1933, as amended (the “ Act ”), relating to ordinary shares (the “ Shares ”) that may be issued to employees, officers, directors, consultants and advisers of the Company upon the exercise of options granted by the Board of Directors in accordance with Australian law, the Company’s Constitution and the listing rules of the Australian Securities Exchange (“ Options ”).
 
For purposes of giving this opinion, we have examined the documents listed in Schedule 1 hereto and we have relied upon the assumptions set out in Schedule 2 hereto, which we have not independently verified.
 
Based on the foregoing, we are of the opinion that:
 
(a) the Company has been duly incorporated as a company limited by shares and is validly existing under the laws of Western Australia; and
 
(b) Shares issued upon the exercise of Options will be validly issued, fully paid and non-assessable.  By “nonassessable” we mean that the potential liability of holders of the Ordinary Shares is limited to the amount the holders paid for the shares and that the holders may not be charged or assessed additional amounts by the Company or the Company’s creditors to pay for the Company’s debts.
 
This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matters or document not referred to herein.  In particular (but without limiting the generality of the foregoing), no opinion is expressed as to what further documentation may need to be entered into, or what other requirements may need to be complied with, to permit an offering of the Shares in Australia or any other jurisdiction.  This opinion is governed by and shall be construed in accordance with the laws of Western Australia.
 
 
 

 
 
We consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Registration Statement as the attorneys who will pass upon Australian legal matters in connection with the issuance of Shares under the Registration Statement.  By giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or under the rules and regulations of the Commission relating thereto.  This opinion is rendered as of the date above and we disclaim any obligation to advise you of facts, circumstances, events or developments that may alter, affect or modify the opinion expressed herein.
 
Yours faithfully,
 
/s/ Minter Ellison 
 
MINTER ELLISON
 
SCHEDULE 1
 
LIST OF DOCUMENTS EXAMINED
 
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.
 
SCHEDULE 2
 
ASSUMPTIONS
 
This opinion is given based upon the following assumptions:
 
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.

 
 

 
 
Exhibit 23.1
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated 17 December 2010 relating to the financial statements for the fiscal years ended 30 June 2010 and 30 June 2009, which appears in Samson Oil & Gas Limited’s Annual Report on Form 20-F for the year ended 30 June 2010.

/s/ PricewaterhouseCoopers

Perth, Australia
20 April 2011
 
 
 

 
 
Exhibit 23.2
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Samson Oil & Gas Limited of our report dated December 17, 2009, with respect to the consolidated financial statements for the fiscal year ended June 30, 2008 included in Samson Oil & Gas Limited’s Annual Report on Form 20-F for the year ended June 30, 2010.

/s/ Ernst & Young LLP

Denver, Colorado
April 20, 2011
 
 
 

 
 
 
Exhibit 23.4
 
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated August 19, 2010 as attached as Exhibit 99.1 to the Annual Report on Form 20-F for the fiscal year ended June 30, 2010 of Samson Oil & Gas Limited (the “Form 20-F”) and information from our reserve reports as of June 30, 2010 and June 30, 2009 included in the Form 20-F.

 
/s/ Ryder Scott Company, L.P.
   
 
Ryder Scott Company, L.P.
Denver, Colorado
April 19, 2011
 
 
 

 
 
 
Exhibit 23.5
 
April 18, 2011

Samson Oil & Gas Ltd.
Level 36, Exchange Plaza
2 The Esplanade
Perth, Western Australia 6000
 
I hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Samson Oil & Gas Limited of information taken from reserve reports prepared by me relating to the estimated quantities of Samson Oil & Gas Limited’s proved reserves of oil and gas and present values thereof for the years ended June 30, 2008 and June 30, 2009 included in the Annual Report on Form 20-F for the fiscal year ended June 30, 2010 of Samson Oil & Gas Limited.

Very truly yours,

/s/ Robert Gardner

Robert Gardner