x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Australia
|
N/A
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Level 36, Exchange Plaza,
2 The Esplanade
Perth, Western Australia 6000
|
|
(Address of principal executive offices)
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(Zip Code)
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American Depositary Shares*
Ordinary Shares**
|
NYSE Amex
|
Title of Each Class
|
Name of Exchange on Which Registered
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*
|
American Depositary Shares evidenced by American Depository Receipts. Each American Depositary Share represents 20 Ordinary Shares.
|
**
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No par value. Not for trading, but only in connection with the listing of American Depositary Shares.
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Large accelerated filer
¨
|
Accelerated filer
x
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Non-accelerated filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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1
|
||
2
|
||
PART I
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5
|
|
Item 1 and 2.
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5
|
|
Item 1A.
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19
|
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Item 1B.
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32
|
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Item 3.
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32
|
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Item 4.
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32
|
|
PART II
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33
|
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Item 5.
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33
|
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Item 6.
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43
|
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Item 7.
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44
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Item 7A.
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60
|
|
Item 8.
|
61
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Item 9.
|
61
|
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Item 9A.
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62
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|
Item 9B.
|
62
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PART III
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62
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Item 10.
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62
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Item 11.
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63
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Item 12.
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63
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Item 13.
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63
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Item 14.
|
63
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PART IV
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63
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Item 15.
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63
|
|
65
|
|
·
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oil and natural gas prices and demand;
|
|
·
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our future financial position, including cash flow, debt levels and anticipated liquidity;
|
|
·
|
the timing, effects and success of our acquisitions, dispositions and exploration and development activities;
|
|
·
|
uncertainties in the estimation of proved reserves and in the projection of future rates of production;
|
|
·
|
timing, amount, and marketability of production;
|
|
·
|
third party operational curtailment, processing plant or pipeline capacity constraints beyond our control;
|
|
·
|
our ability to find, acquire, market, develop and produce new properties;
|
|
·
|
declines in the values of our properties that may result in write-downs;
|
|
·
|
effectiveness of management strategies and decisions;
|
|
·
|
the strength and financial resources of our competitors;
|
|
·
|
our entrance into transactions in commodity derivative instruments;
|
|
·
|
climatic conditions;
|
|
·
|
the receipt of governmental permits and other approvals relating to our operations;
|
|
·
|
unanticipated recovery or production problems, including cratering, explosions, fires; and
|
|
·
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uncontrollable flows of oil, gas or well fluids
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Business and Properties
|
2011
|
2010
|
|||||||||||||||||||||||
Oil MBbls
|
Gas
Mcf
|
Total
MBOE
|
Oil MBbls
|
Gas Mcf
|
Total
MBOE
|
|||||||||||||||||||
Beginning of year
|
451 | 10,119 | 2,138 | 251 | 9,447 | 1,826 | ||||||||||||||||||
Revisions of previous quantity estimates
|
156 | 431 | 228 | (33 | ) | (92 | ) | (48 | ) | |||||||||||||||
Extensions, discoveries and improved recovery
|
- | - | 264 | 1,433 | 503 | |||||||||||||||||||
Sale of reserves in place
|
(48 | ) | (8,816 | ) | (1,517 | ) | – | – | – | |||||||||||||||
Production
|
(64 | ) | (423 | ) | (135 | ) | (31 | ) | (669 | ) | (143 | ) | ||||||||||||
End of year
|
495 | 1,311 | 714 | 451 | 10,119 | 2,138 | ||||||||||||||||||
Proved developed producing reserves
|
455 | 1,274 | 667 | 275 | 5,450 | 1,183 | ||||||||||||||||||
Proved undeveloped reserves
|
40 | 37 | 47 | 176 | 4,669 | 955 | ||||||||||||||||||
Total proved reserves
|
495 | 1,311 | 714 | 451 | 10,119 | 2,138 |
2011
North Stockyard
|
|||||
Oil volume – Bbls
|
47,693 | ||||
Revenue – $
|
4,050,067 | ||||
Average Price per barrel – $
|
84.93 | ||||
Gas volume – Mcf
|
2,864 | ||||
Revenue – $
|
19,458 | ||||
Average price per Mcf – $
|
6.79 | ||||
Per unit production and lease operation costs per BOE – $*
|
15.41 |
2010
|
||||||||
Jonah
|
Lookout Wash
|
|||||||
Oil volume – Bbls
|
1,063 | 825 | ||||||
Revenue – $
|
66,981 | 50,144 | ||||||
Average Price per barrel – $
|
$ | 63.01 | $ | 60.78 | ||||
Gas volume – Mcf
|
187,407 | 285,329 | ||||||
Revenue – $
|
735,793 | 1,084,431 | ||||||
Average price per Mcf – $
|
$ | 3.93 | $ | 3.80 | ||||
Per unit production and lease operation costs per Mcfe – $*
|
$ | 1.24 | $ | 1.65 |
2009
|
||||||||
Jonah
|
Lookout Wash
|
|||||||
Oil volume – Bbls
|
1,579 | 507 | ||||||
Revenue – $
|
83,547 | 22,625 | ||||||
Average Price per barrel – $
|
$ | 52.91 | $ | 44.62 | ||||
Gas volume – Mcf
|
185,560 | 345,340 | ||||||
Revenue – $
|
775,003 | 1,345,920 | ||||||
Average price per Mcf– $
|
$ | 4.17 | $ | 3.89 | ||||
Per unit production and lease operation costs per Mcfe – $*
|
$ | 1.64 | $ | 1.63 |
Year Ended June 30
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Net productive exploratory wells drilled
|
Nil
|
Nil
|
Nil
|
|||||||||
Net dry exploratory wells drilled
|
Nil
|
1 | 0.125 | |||||||||
Net productive development wells drilled
|
1 | 0.23 | 0.17 | |||||||||
Net dry development wells drilled
|
Nil
|
Nil
|
Nil
|
Gross productive oil wells
|
57 | |||
Net productive oil wells
|
7 | |||
Gross productive gas wells
|
33 | |||
Net productive gas wells
|
9 | |||
Wells with multiple completions
|
0 | |||
Gross Developed Acres
|
11,995 | |||
Net Developed Acres
|
3,864 | |||
Gross Undeveloped Acres
|
75,803 | |||
Net Undeveloped Acres
|
49,133 |
Year Ended June 30
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Future cash inflows
|
$ | 46,250 | $ | 67,996 | $ | 67,630 | ||||||
Future production costs
|
(16,046 | ) | (23,288 | ) | (20,290 | ) | ||||||
Future development costs
|
(917 | ) | (11,910 | ) | (5,416 | ) | ||||||
Future income taxes
|
(4,357 | ) | – | (143 | ) | |||||||
Future net cash flows
|
24,930 | 32,798 | 41,781 | |||||||||
10% discount
|
(10,207 | ) | (17,675 | ) | (24,054 | ) | ||||||
Standardized measure of discounted future net cash flows relating to proved reserves
|
$ | 14,723 | $ | 15,123 | $ | 17,727 |
Year Ended June 30
|
|||||||||||||
2011
|
2010
|
2009
|
|||||||||||
Beginning of year
|
$ | 15,123 | $ | 17,727 | $ | 54,762 | |||||||
Sales of oil and gas produced during the period, net of production costs
|
(4,838 | ) | (3,139 | ) | (2,696 | ) | |||||||
Net changes in prices and production costs
|
7,983 | (943 | ) | (36,948 | ) | ||||||||
Previously estimated development costs incurred during the period
|
3,713 | – | – | ||||||||||
Changes in estimates of future development costs
|
(5,256 | ) | (6,494 | ) | 59 | ||||||||
Extensions, discoveries and improved recovery
|
– | 6,360 | 987 | ||||||||||
Revisions of previous quantity estimates and other
|
5,810 | (611 | ) | (10,480 | ) | ||||||||
Sale of reserves in place
|
(6,522 | ) | – | – | |||||||||
Purchase of reserves in place
|
– | – | – | ||||||||||
Change in future income taxes
|
(2,573 | ) | 1,021 | 7,233 | |||||||||
Accretion of discount
|
1,512 | 1,727 | 5,476 | ||||||||||
Other
|
(229 | ) | (525 | ) | (666 | ) | |||||||
Balance at end of year
|
$ | 14,723 | $ | 15,123 | $ | 17,727 |
Name
|
Age
|
Position
|
||
Terence Barr
|
62
|
Chief Executive Officer
|
||
Robyn Lamont
|
33
|
Chief Financial Officer
|
||
David Ninke
|
40
|
Vice President – Exploration
|
||
Daniel Gralla
|
50
|
Vice President – Engineering
|
||
Denis Rakich
|
57
|
Secretary
|
Risk Factors
|
|
·
|
national and international financial market conditions;
|
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·
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uncertainty in capital and commodities markets;
|
|
·
|
the level of consumer product demand;
|
|
·
|
weather conditions;
|
|
·
|
U.S. and foreign governmental regulations;
|
|
·
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the price and availability of alternative fuels;
|
|
·
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political and economic conditions in oil producing countries, particularly those in the Middle East, including actions by the Organization of Petroleum Exporting Countries;
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|
·
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the foreign supply of oil and natural gas;
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|
·
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the price of oil and gas imports, consumer preferences; and
|
|
·
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overall U.S. and foreign economic conditions.
|
|
·
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the quality and quantity of available data;
|
|
·
|
the interpretation of that data;
|
|
·
|
the ability of Samson to access the capital required to develop proved undeveloped locations;
|
|
·
|
the accuracy of various mandated economic assumptions; and
|
|
·
|
the judgment of the engineers preparing the estimate.
|
|
·
|
the amount and timing of actual production;
|
|
·
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the price for which that oil and gas production can be sold;
|
|
·
|
supply and demand for oil and natural gas;
|
|
·
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curtailments or increases in consumption by natural gas and oil purchasers; and
|
|
·
|
changes in government regulations or taxation.
|
|
·
|
our production is less than expected;
|
|
·
|
the risk that we may be limited in receiving the full benefit of increases in oil and natural gas prices as a result of these transactions;
|
|
·
|
the risk that we may hedge too much or too little production depending on how oil and natural gas prices fluctuate in the future; and
|
|
·
|
the risk that a counterparty to a hedging arrangement may default on its obligation to us.
|
|
·
|
unexpected drilling conditions;
|
|
·
|
unexpected abnormal pressure or irregularities in formations;
|
|
·
|
equipment failures or accidents;
|
|
·
|
adverse changes in prices;
|
|
·
|
weather conditions;
|
|
·
|
ability to fund capital necessary to develop exploration properties and producing properties;
|
|
·
|
shortages in experienced labor; and
|
|
·
|
shortages or delays in the delivery of equipment, including equipment needed for drilling, fracture stimulating and completing wells.
|
|
·
|
well blowouts;
|
|
·
|
cratering and explosions;
|
|
·
|
pipe failures and ruptures;
|
|
·
|
pipeline accidents and failures;
|
|
·
|
casing collapses;
|
|
·
|
fires;
|
|
·
|
mechanical and operational problems that affect production;
|
|
·
|
formations with abnormal pressures;
|
|
·
|
uncontrollable flows of oil, natural gas, brine or well fluids;
|
|
·
|
releases of contaminants into the environment; and
|
|
·
|
failure of subcontractors to perform or supply goods or services or personnel shortages.
|
|
1.
|
require applying for and receiving permits before drilling commences;
|
|
2.
|
restrict the types, quantities and concentration of substances that can be released into the environment in connection with drilling and production activities;
|
|
3.
|
limit or prohibit drilling activities on certain lands lying within wilderness, wetlands, and other protected areas; and
|
|
4.
|
impose substantial liabilities for pollution resulting from our operations.
|
Unresolved Staff Comments
|
Legal Proceedings
|
Reserved
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
NYSE Amex
American Depositary Share (ADS) Price
(in USD)
|
|||||||||||||||
|
Fiscal 2011
|
Fiscal 2010
|
||||||||||||||
|
High
|
Low
|
High
|
Low
|
||||||||||||
First Quarter (July 1 – September 30)
|
$ |
1.45
|
$ |
0.79
|
$ |
0.85
|
$ |
0.36
|
|
|||||||
Second Quarter (October 1 – December 31)
|
$ |
1.33
|
$ |
1.10
|
$ |
0.48
|
$ |
0.19
|
|
|||||||
Third Quarter (January 1 – March 31)
|
$ |
4.53
|
$ |
1.44
|
$ |
0.57
|
$ |
0.23
|
|
|||||||
Fourth Quarter (April 1 – June 30)
|
$ |
3.99
|
$ |
2.46
|
$ |
0.90
|
$ |
0.48
|
|
|
ASX
Ordinary Share Price
(in AUD)
|
|||||||||||||||
|
Fiscal 2011
|
Fiscal 2010
|
||||||||||||||
|
High
|
Low
|
High
|
Low
|
||||||||||||
First Quarter (July 1 – September 30)
|
$ |
0.08
|
$ |
0.05
|
$ |
0.04
|
$ |
0.02
|
||||||||
Second Quarter (October 1 – December 31)
|
$ |
0.07
|
$ |
0.06
|
$ |
0.02
|
$ |
0.01
|
||||||||
Third Quarter (January 1 – March 31)
|
$ |
0.22
|
$ |
0.07
|
$ |
0.03
|
$ |
0.01
|
||||||||
Fourth Quarter (April 1 – June 30)
|
$ |
0.20
|
$ |
0.12
|
$ |
0.04
|
$ |
0.03
|
Jan 7,
2008
|
June 30,
2008
|
June 30,
2009
|
June 30,
2010
|
June 30,
2011
|
||||||||||||||||
Samson Oil & Gas Limited (SSN)
|
$ | 100.00 | $ | 114.49 | $ | 13.04 | $ | 26.09 | $ | 85.80 | ||||||||||
NYSE Amex Composite Index (XAX)
|
$ | 100.00 | $ | 93.70 | $ | 66.41 | $ | 75.38 | $ | 98.40 | ||||||||||
NYSE Amex Oil Index (XOI)
|
$ | 100.00 | $ | 101.01 | $ | 60.45 | $ | 58.13 | $ | 85.81 |
|
·
|
any capital gain made on a sale of the shares or ADSs; and
|
|
·
|
any dividends which may be paid by the Company with respect to those shares (or ADSs). Please note that we have not paid any dividends to date and do not expect to pay any in the near to medium term.
|
|
·
|
holds its ordinary shares or ADSs as trading stock or otherwise on revenue account;
|
|
·
|
carries on a business in Australia through a permanent establishment or fixed base; and
|
|
·
|
holds the ordinary shares or ADSs as part of that business,
|
|
·
|
the U.S. Equity Holder and its associates have a 10% or more direct participation interest in us and owned the shareholding at the time of disposal or throughout a 12 month period beginning no earlier than 24 months before the sale of the shareholding, and ending no later than the date of sale of the shareholding; and
|
|
·
|
at the time of the sale of the shareholding more than 50% of the market value of our assets are attributable to Australian real property (broadly Australian land and interest in Australian land).
|
|
·
|
a direct participation interest of at least 10% (as described above); and
|
|
·
|
at the time of sale less than 50% of the market value of our assets are attributable to Australian real property,
|
|
·
|
a direct participation interest of at least 10% (as described above); and
|
|
·
|
at the time of sale more than 50% of the market value of our assets are attributable to Australian real property,
|
|
·
|
deduct from the capital gains all capital losses;
|
|
·
|
deduct from the capital gain all past unapplied net capital losses; and
|
|
·
|
reduce the remaining capital gain by any applicable capital gains discount. Natural persons and some trusts are entitled to a 50% capital gains discount in circumstances where the shares or ADSs have been sold after being held for in excess of a 12 month period. The 50% capital gains discount is not available to companies.
|
|
·
|
generally 15% of the gross amount of the dividend, however;
|
|
·
|
this is reduced to 5% of the gross amount of the dividend if the U.S. Equity Holder who is beneficially entitled to the dividend is a company which holds at least 10% of the voting power in the company, and
|
|
·
|
this is reduced to nil if the U.S. Equity Holder who is beneficially entitled to the dividends is a company who has held shares (or ADSs) which hold a voting power of at least 80% for at least a 12 month period (subject to certain other conditions).
|
|
·
|
a U.S. citizen or an individual who is a resident of the United States for U.S. federal income tax purposes;
|
|
·
|
a corporation, or an entity treated as a corporation, created or organized in or under the laws of the United States or any state thereof or the District of Columbia;
|
|
·
|
a trust that (i) is subject to (a) the primary supervision of a court within the United States and (b) the authority of one or more United States persons to control all substantial decisions or (ii) has a valid election in effect under applicable Treasury regulations to be treated as a United States person; or,
|
|
·
|
an estate that is subject to U.S. federal income tax on its income regardless of its source.
|
|
·
|
a financial institution;
|
|
·
|
a tax–exempt organization;
|
|
·
|
an S corporation or other pass–through entity;
|
|
·
|
an insurance company;
|
|
·
|
a mutual fund;
|
|
·
|
a dealer in stocks and securities, or foreign currencies;
|
|
·
|
a trader in securities who elects the mark–to–market method of accounting for your securities;
|
|
·
|
a holder of our ordinary shares or ADSs subject to the alternative minimum tax provisions of the Code;
|
|
·
|
a holder of our ordinary shares or ADSs who received our ordinary shares or ADSs through the exercise of employee stock options, otherwise as compensation, or through a tax–qualified retirement plan;
|
|
·
|
a holder who is a person that has a functional currency other than the U.S. dollar, certain expatriates, or not a U.S. Holder;
|
|
·
|
a holder of our ordinary shares or ADSs who holds our ordinary shares or ADSs as part of a hedge, straddle or constructive sale or conversion transaction; or,
|
|
·
|
a holder of our ordinary shares or ADSs who owns, or is treated as owning under certain attribution rules, 5% or more of the aggregate amount of our ordinary shares or ADSs.
|
Selected Financial Data
|
Year Ended June 30
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
REVENUES AND OTHER INCOME:
|
||||||||||||
Oil sales
|
$ | 5,038,446 | $ | 1,956,193 | $ | 1,433,369 | ||||||
Gas sales
|
930,330 | 915,086 | 634,019 | |||||||||
Other liquids
|
– | 20,658 | 17,376 | |||||||||
Interest income
|
368,251 | 24,318 | 10,338 | |||||||||
Gain on cancellation of portion of embedded derivative(options)
|
– | – | 1,248,072 | |||||||||
Gain on movement in fair value of embedded derivative
|
– | – | 1,536,983 | |||||||||
Gain on sale of exploration acreage
|
73,199,687 | – | – | |||||||||
Other
|
2,245 | 58,929 | 27,886 | |||||||||
79,538,959 | 2,975,184 | 4,908,043 |
Year Ended June 30
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
EXPENSES:
|
||||||||||||
Lease operating expense
|
(1,678,510 | ) | (908,283 | ) | (906,631 | ) | ||||||
Depletion, depreciation and amortization
|
(1,832,558 | ) | (1,160,385 | ) | (1,023,828 | ) | ||||||
Impairment of oil and natural gas properties
|
– | (71,151 | ) | (483,167 | ) | |||||||
Exploration and evaluation expenditure
|
(404,031 | ) | (1,569,455 | ) | (4,861,545 | ) | ||||||
Accretion of asset retirement obligations
|
(23,909 | ) | (26,196 | ) | (23,022 | ) | ||||||
General and administrative
|
(8,561,734 | ) | (3,300,233 | ) | (4,811,922 | ) | ||||||
Interest expense, net of capitalized costs
|
(906,838 | ) | (1,423,938 | ) | (5,574,131 | ) | ||||||
(13,407,580 | ) | (8,459,641 | ) | (17,684,246 | ) | |||||||
Income (loss) from continuing operations
|
66,131,379 | (5,484,457 | ) | (12,776,203 | ) | |||||||
Income tax (provision)/ benefit
|
(14,695,544 | ) | - | – | ||||||||
Earnings from continuing operations
|
51,435,835 | (5,484,457 | ) | (12,776,203 | ) | |||||||
Total income (loss) from discontinued operations, net of income taxes
|
2,712,387 | (18,679,899 | ) | 2,598,514 | ||||||||
Net income (loss)
|
$ | 54,148,222 | $ | (24,164,356 | ) | $ | (10,177,689 | ) | ||||
Net earnings per common share from continuing operations:
|
||||||||||||
Basic – cents per share
|
3.06 | (0.56 | ) | (5.88 | ) | |||||||
Diluted – cents per share
|
2.61 | (0.56 | ) | (5.88 | ) | |||||||
Net earnings per common share from discontinued operations:
|
||||||||||||
Basic – cents per share
|
0.16 | (1.91 | ) | 1.20 | ||||||||
Diluted – cents per share
|
0.14 | (1.91 | ) | 1.20 | ||||||||
Weighted average common shares outstanding:
|
||||||||||||
Basic
|
1,680,247,878 | 978,983,187 | 217,248,877 | |||||||||
Diluted
|
1,968,053,691 | 978,983,187 | 217,248,877 |
Cash flow data:
|
||||||||||||
Cash flow (used in) operations
|
$ | (10,509,390 | ) | $ | (1,210,080 | ) | $ | (46,673 | ) | |||
Cash flow provided by /(used in) investing activities
|
69,438,106 | (5,834,554 | ) | (1,082,641 | ) | |||||||
Cash flow provided by/(used in) financing activities
|
$ | (7,661,155 | ) | $ | 11,271,787 | $ | (2,330 | ) | ||||
Other financial data:
|
||||||||||||
Capital expenditure – oil and gas properties
|
$ | (4,793,225 | ) | $ | (3,581,518 | ) | $ | (274,946 | ) | |||
Capitalized exploration expenditure
|
$ | (3,347,738 | ) | - | - | |||||||
Balance sheet data:
|
||||||||||||
Cash and cash equivalents
|
$ | 58,448,477 | $ | 5,885,735 | $ | 1,522,632 | ||||||
Property, plant and equipment, net of depletion and impairment
|
14,214,774 | 20,330,897 | 38,991,421 | |||||||||
Total assets
|
81,597,832 | 32,895,960 | 41,266,248 | |||||||||
Borrowings
|
(29,769 | ) | (11,283,999 | ) | (16,846,207 | ) | ||||||
Total shareholders’ equity
|
$ | 77,926,665 | $ | 18,990,905 | $ | 23,459,943 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
·
|
The appraisal and development of our Hawk Springs project, including both conventional and unconventional targets on our acreage in Goshen County, Wyoming; and
|
|
·
|
The appraisal and development of our Roosevelt project in Roosevelt County, Montana.
|
Year ended June 30,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Production Volume:
|
||||||||||||
Oil (Bbls)
|
64,405 | 30,719 | 24,608 | |||||||||
Natural gas (Mcf)
|
423,077 | 668,848 | 684,160 | |||||||||
BOE
|
134,918 | 142,194 | 138,635 | |||||||||
Oil Price per Bbl Produced (in dollars):
|
||||||||||||
Realized price
|
$ | 79.43 | $ | 67.50 | $ | 62.82 | ||||||
Realized commodity derivative gain (loss)
|
– | – | – | |||||||||
Net realized price
|
$ | 79.43 | $ | 67.50 | $ | 62.82 | ||||||
Natural Gas Price per Mcf Produced (in dollars):
|
||||||||||||
Realized price
|
$ | 3.86 | $ | 4.09 | $ | 4.17 | ||||||
Realized commodity derivative gain (loss)
|
0.35 | 0.05 | 1.73 | |||||||||
Net realized price
|
$ | 4.21 | $ | 4.14 | $ | 5.90 |
Year ended June 30,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Expense per BOE:
|
||||||||||||
Lease operating expenses
|
$ | 8.34 | $ | 6.70 | $ | 8.65 | ||||||
Production and property taxes
|
$ | 5.81 | $ | 4.92 | $ | 5.32 | ||||||
Depletion, depreciation and amortization
|
$ | 16.02 | $ | 16.87 | $ | 22.64 | ||||||
General and administrative expense
|
$ | 55.34 | $ | 23.13 | $ | 34.71 | ||||||
Interest expense, net of amounts capitalised
|
$ | 6.89 | $ | 10.29 | $ | 40.42 |
Year ended
|
Variance
|
% Change
|
||||||||||||||
Item
|
June 30, 2011
US$
|
June 30, 2010
US$
|
US$
|
%
|
||||||||||||
Continuing Operations
|
||||||||||||||||
Oil and gas revenues
|
$ | 5,968,776 | $ | 2,891,937 | $ | 3,076,839 | 106 | |||||||||
Interest income
|
368,251 | 24,318 | 343,933 | 1,414 | ||||||||||||
Gain sale of exploration acreage
|
73,199,687 | - | 73,199,687 | 100 | ||||||||||||
Other income
|
2,245 | 58,929 | (56,684 | ) | 96 | |||||||||||
Lease operating expense
|
(1,678,510 | ) | (908,283 | ) | (770,227 | ) | 85 | |||||||||
Depletion, depreciation and amortization
|
(1,832,558 | ) | (1,160,385 | ) | (672,173 | ) | 58 | |||||||||
Impairment of oil and gas properties
|
- | (71,151 | ) | 71,151 | (100 | ) | ||||||||||
Exploration and evaluation expenditure
|
(404,031 | ) | (1,569,455 | ) | 1,165,424 | (74 | ) | |||||||||
General and administrative cost
|
(8,561,734 | ) | (3,300,233 | ) | 5,261,501 | 159 | ||||||||||
Interest expense, net of capitalised costs
|
(930,747 | ) | (1,450,134 | ) | 519,387 | (36 | ) | |||||||||
Income tax (expense)/benefit
|
(14,695,544 | ) | - | (14,695,544 | ) | 100 | ||||||||||
Loss from discontinued operations
|
2,712,387 | (18,679,899 | ) | 21,392,286 | 115 | |||||||||||
Net income
|
$ | 54,148,222 | $ | (24,164,356 | ) | $ | 78,312,578 | 324 |
Fiscal Year Ended
|
Variance
|
% Change
|
||||||||||||||
Item
|
June 30, 2010
US$ |
June 30, 2009
US$ |
US$
|
%
|
||||||||||||
Continuing Operations
|
||||||||||||||||
Oil and gas revenues
|
$ | 2,891,937 | $ | 2,084,764 | $ | 807,173 | 39 | |||||||||
Gain on cancellation of portion of embedded derivative/options
|
– | 1,248,072 | (1,248,072 | ) | (100 | ) | ||||||||||
Gain on movement in fair value of embedded derivative
|
– | 1,536,983 | (1,536,983 | ) | (100 | ) | ||||||||||
Lease operating expense
|
(908,283 | ) | (906,631 | ) | (1,652 | ) | - | |||||||||
Depletion, depreciation and amortization
|
(1,160,385 | ) | (1,023,828 | ) | (136,557 | ) | 13 | |||||||||
Impairment of oil and natural gas properties
|
(71,151 | ) | (483,167 | ) | (412,016 | ) | 85 | |||||||||
Exploration and evaluation expenditure
|
(1,569,545 | ) | (4,861,545 | ) | (3,292,090 | ) | 68 | |||||||||
General and administrative
|
(3,300,233 | ) | (4,811,922 | ) | (1,511,689 | ) | 31 | |||||||||
Interest expense, net of capitalized costs
|
(1,423,938 | ) | (5,574,131 | ) | (4,150,193 | ) | 74 | |||||||||
Net (loss)/ income from discontinued operations
|
(18,679,899 | ) | 2,598,514 | (21,278,413 | ) | 819 | ||||||||||
Net income/(loss)
|
$ | (24,164,356 | ) | $ | (10,177,689 | ) | $ | (13,986,667 | ) | 137 |
Impairment Expense
|
||||||||
Field
|
June 30, 2010
|
June 30, 2009
|
||||||
Pierce Unit, Wyoming
|
$ | - | $ | 42,184 | ||||
Hilight, Wyoming
|
- | 313,951 | ||||||
Bird Canyon, Wyoming
|
- | 121,591 | ||||||
CBM Unit, Wyoming
|
38,163 | - | ||||||
Big Hand, Wyoming
|
9,816 | - | ||||||
Other
|
23,172 | 5,441 | ||||||
Total
|
$ | 71,151 | $ | 483,167 |
Year ended June 30
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Cash provided by (used in) operating activities
|
$ | (10,509,390 | ) | $ | (1,210,080 | ) | $ | (46,673 | ) | |||
Cash provided by (used in) investing activities
|
69,438,106 | (5,834,554 | ) | (1,082,641 | ) | |||||||
Cash provided by (used in) financing activities
|
(7,661,155 | ) | 11,271,787 | (2,330 | ) |
Contractual obligations
|
Total
|
2012
|
2013
|
2014
|
2015
|
2016
|
Thereafter
|
|||||||||||||||||||||
Asset retirement obligations(1)
|
$ | 236,024 | $ | - | $ | 76,446 | $ | - | $ | - | $ | - | $ | 159,578 | ||||||||||||||
Operating leases(2)
|
676,048 | 159,091 | 143,572 | 118,721 | 121,029 | 123,339 | 10,296 | |||||||||||||||||||||
Capital lease obligations (3)
|
29,769 | 14,884 | 14,885 | - | - | - | - | |||||||||||||||||||||
Total
|
$ | 941,841 | $ | 173,975 | $ | 234,903 | $ | 118,721 | $ | 121,029 | $ | 123,339 | $ | 169,874 |
(1)
|
Asset retirement obligations represent the estimated fair value at June 30, 2011 of our obligations with respect to the retirement/abandonment of our oil and gas properties. Each reporting period the liability is accreted to its then present value. The ultimate settlement amount and the timing of the settlement of such obligations are unknown because they are subject to, among other things, federal, state, local, and tribal regulation and economic factors.
|
(2)
|
Operating leases relate primarily to obligations associated with our office facilities in Denver, Colorado and Perth, Western Australia.
|
(3)
|
This relates to the lease of motor vehicles.
|
|
·
|
the period for which Samson has the right to explore;
|
|
·
|
planned and budgeted future exploration expenditure;
|
|
·
|
activities incurred during the year; and
|
|
·
|
activities planned for future periods.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Date
|
Call/Put
|
Volume – Barrels
|
Price – $ per Barrel
|
||||||
July 2011 – Dec 2011
|
Put
|
4,733 | 60.00 | ||||||
July 2011 – Dec 2011
|
Call
|
4,733 | 102.90 |
$ value of impact on net profit
|
% value of impact on net loss
|
|||||
Increase of 10% in oil and gas prices
|
Increase by $672,034
|
Increase by 1.24%
|
||||
Decrease of 10% in oil and gas prices
|
Decrease by $672,034
|
Decrease by 1.24%
|
$ value of impact on net profit
|
% value of impact on net loss
|
|||||
Increase of 10% in oil and gas prices
|
Increase by $508,807
|
Increase by 2.1%
|
||||
Decrease of 10% in oil and gas prices
|
Decrease by $508,807
|
Decrease by 2.1%
|
$ value of impact on net loss
|
% value of impact on net loss
|
|||||
Increase of 10% in oil and gas prices
|
Decrease by $464,643
|
Decrease by 4.5%
|
||||
Decrease of 10% in oil and gas prices
|
Increase by $464,643
|
Increase by 4.5%
|
Financial Statements and Supplementary Data
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Controls and Procedures
|
Other Information
|
Directors, Executive Officers and Corporate Governance
|
Executive Compensation
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Certain Relationships and Related Transactions, and Director Independence
|
Principal Accounting Fees and Services
|
Exhibits and Financial Statement Schedules
|
Number
|
Description
|
3
|
Constitution of Samson Oil & Gas Limited (incorporated by reference to Exhibit 1 to the Registration Statement on Form 20-F of Samson Oil & Gas Limited filed on July 6, 2007, as amended by Form 20-F/A).
|
4
|
Deposit Agreement between Samson Oil & Gas Limited and The Bank of New York (incorporated by reference to Exhibit 1 to the Registration Statement on Form F-6 of Samson Oil & Gas Limited filed on July 6, 2007).
|
10.1
|
Purchase and Sale Agreement between Samson Oil & Gas USA Inc. and Prima Exploration, Inc., Powder Morning, LLC, KAB Acquisition LLLP-IX, Morse Energy Partners II LLC, Apple Creek LLC, and Blackland Petroleum, LLC, dated March 24, 2011.
|
10.2
|
Lease Acquisition and Participation Agreement between Samson Oil and Gas USA Montana, Inc. and Fort Peck Energy Company, LLC, dated as of June 22, 2011.
|
10.3
|
Purchase and Sale Agreement between Samson Oil & Gas USA Inc. and Chesapeake Exploration, L.L.C. dated June 23, 2010 and Amendments dated July 26, 2010 and September 1, 2010 (incorporated by reference to Exhibit 4.3 to the Annual Report on Form 20-F of Samson Oil & Gas Limited filed on December 17, 2010).
|
10.4
|
Employment Agreement between Samson Oil and Gas USA, Inc. and Terence Barr, dated as of January 1, 2011.
|
10.5
|
Employment Agreement between Samson Oil and Gas USA, Inc. and Robyn Lamont, dated as of January 1, 2011.
|
10.6
|
Employment Agreement between Samson Oil and Gas USA, Inc. and David Ninke, dated as of January 1, 2011.
|
10.7
|
Employment Agreement between Samson Oil and Gas USA, Inc. and Daniel Gralla, dated as of January 1, 2011.
|
10.8
|
Samson Oil & Gas Limited Stock Option Plan (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 of Samson Oil & Gas Limited filed on April 21, 2011).
|
21
|
List of Subsidiaries.
|
23.1
|
Consent of PricewaterhouseCoopers LLP.
|
23.2
|
Consent of Ryder Scott Company, L.P.
|
23.3
|
Consent of Robert Gardner.
|
31.1
|
Certification of the Principal Executive Officer pursuant to Rule 13a–14(a) and Rule 15d–14(a) of the Securities Exchange Act of 1934, as amended.
|
31.2
|
Certification of the Principal Financial Officer pursuant to Rule 13a–14(a) and Rule 15d–14(a) of the Securities Exchange Act of 1934, as amended.
|
32
|
Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to 18 USC 1350, as adopted, pursuant to Section 906 of the Sarbanes–Oxley Act of 2002.
|
99
|
Report of Ryder Scott Regarding the Registrant’s Reserves as of June 30, 2011.
|
Samson Oil and Gas Limited
|
|||
By:
|
|
/s/ Terence Barr
|
|
Name:
|
Terence Barr
|
||
Title:
|
Managing Director, President and Chief Executive Officer
|
||
Date:
|
September 13, 2011
|
Signature
|
Title
|
Date
|
/s/ Terence Barr
|
Managing Director, President and Chief Executive Officer (Principal Executive Officer)
|
September 13, 2011
|
Terence Barr
|
||
/s/ Robyn Lamont
|
Chief Financial Officer (Principal Financial Officer)
|
September 13, 2011
|
Robyn Lamont
|
||
/s/ Victor Rudenno
|
Director
|
September 13, 2011
|
Victor Rudenno
|
||
/s/ Keith Skipper
|
Director
|
September 13, 2011
|
Keith Skipper
|
||
/s/ DeAnn Craig
|
Director
|
September 13, 2011
|
DeAnn Craig
|
67
|
|
68
|
|
69
|
|
70
|
|
71
|
|
72
|
June 30
|
||||||||
2011
|
2010
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS
|
||||||||
Cash and cash equivalents
|
$ | 58,448,477 | $ | 5,885,735 | ||||
Accounts receivable, net of allowance for doubtful accounts of $nil and $nil respectively
|
1,696,696 | 861,909 | ||||||
Prepayments
|
592,805 | 1,454,271 | ||||||
Pipe inventory – held by third party
|
489,526 | – | ||||||
Income tax receivable
|
2,578,870 | – | ||||||
Other receivables
|
– | 4,070,746 | ||||||
Other current assets
|
– | 40,165 | ||||||
Derivative instruments
|
22,268 | 46,824 | ||||||
Total current assets
|
63,828,642 | 12,359,650 | ||||||
PROPERTY, PLANT AND EQUIPMENT, AT COST
|
||||||||
Oil and gas properties, successful efforts method of accounting, less accumulated depreciation, depletion and impairment
|
13,862,510 | 20,180,858 | ||||||
Other property and equipment, net of accumulated depreciation and amortization of $192,138 and $364,248 at June 30, 2011 and June 2010, respectively
|
352,264 | 150,039 | ||||||
Net property, plant and equipment
|
14,214,774 | 20,330,897 | ||||||
OTHER ASSETS
|
||||||||
Capitalized exploration expense
|
3,347,738 | – | ||||||
Restricted cash
|
172,504 | 178,291 | ||||||
Other
|
34,174 | 27,122 | ||||||
TOTAL ASSETS
|
$ | 81,597,832 | $ | 32,895,960 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
CURRENT LIABILITIES
|
||||||||
Accounts payable
|
$ | 2,854,483 | $ | 1,041,361 | ||||
Accrued liabilities
|
389,000 | 1,169,916 | ||||||
Provision for annual leave
|
161,891 | 107,885 | ||||||
Current portion of long-term debt
|
– | 11,283,999 | ||||||
Total current liabilities
|
3,405,374 | 13,603,161 | ||||||
Capitalized lease
|
29,769 | – | ||||||
Asset retirement obligations
|
236,024 | 301,894 | ||||||
Total liabilities
|
3,671,167 | 13,905,055 | ||||||
STOCKHOLDERS’ EQUITY – nil par value
|
||||||||
Common stock, 1,732,043,789 (equivalent to 86,602,189 ADRs) and 1,654,959,087 (equivalent to 82,747,954 ADRs) shares issued and outstanding at June 30, 2011 and 2010, respectively)
|
81,668,085 | 78,133,694 | ||||||
Other comprehensive income
|
3,089,795 | 1,836,648 | ||||||
Retained earnings (accumulated deficit)
|
(6,831,215 | ) | (60,979,437 | ) | ||||
Total stockholders’ equity
|
77,926,665 | 18,990,905 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$ | 81,597,832 | $ | 32,895,960 |
June 30
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
REVENUES AND OTHER INCOME:
|
||||||||||||
Oil sales
|
$ | 5,038,446 | $ | 1,956,193 | $ | 1,433,369 | ||||||
Gas sales
|
930,330 | 915,086 | 634,019 | |||||||||
Other liquids
|
– | 20,658 | 17,376 | |||||||||
Interest income
|
368,251 | 24,318 | 10,338 | |||||||||
Gain on cancellation of portion of embedded derivative(options)
|
– | – | 1,248,072 | |||||||||
Gain on movement in fair value of embedded derivative
|
– | – | 1,536,983 | |||||||||
Gain on sale of exploration acreage
|
73,199,687 | – | – | |||||||||
Other
|
2,245 | 58,929 | 27,886 | |||||||||
79,538,959 | 2,975,184 | 4,908,043 | ||||||||||
EXPENSES:
|
||||||||||||
Lease operating expense
|
(1,678,510 | ) | (908,283 | ) | (906,631 | ) | ||||||
Depletion, depreciation and amortization
|
(1,832,558 | ) | (1,160,385 | ) | (1,023,828 | ) | ||||||
Impairment of oil and natural gas properties
|
– | (71,151 | ) | (483,167 | ) | |||||||
Exploration and evaluation expenditure
|
(404,031 | ) | (1,569,455 | ) | (4,861,545 | ) | ||||||
Accretion of asset retirement obligations
|
(23,909 | ) | (26,196 | ) | (23,022 | ) | ||||||
General and administrative
|
(8,561,734 | ) | (3,300,233 | ) | (4,811,922 | ) | ||||||
Interest expense, net of capitalized costs
|
(906,838 | ) | (1,423,938 | ) | (5,574,131 | ) | ||||||
(13,407,580 | ) | (8,459,641 | ) | (17,684,246 | ) | |||||||
Income (loss) from continuing operations
|
66,131,379 | (5,484,457 | ) | (12,776,203 | ) | |||||||
Income tax (provision)/ benefit
|
(14,695,544 | ) | – | – | ||||||||
Earnings from continuing operations
|
51,435,835 | (5,484,457 | ) | (12,776,203 | ) | |||||||
Total income (loss) from discontinued operations, net of income taxes
|
2,712,387 | (18,679,899 | ) | 2,598,514 | ||||||||
Net income (loss)
|
$ | 54,148,222 | $ | (24,164,356 | ) | $ | (10,177,689 | ) | ||||
Net earnings per common share from continuing operations:
|
||||||||||||
Basic – cents per share
|
3.06 | (0.56 | ) | (5.88 | ) | |||||||
Diluted – cents per share
|
2.61 | (0.56 | ) | (5.88 | ) | |||||||
Net earnings per common share from discontinued operations:
|
||||||||||||
Basic – cents per share
|
0.16 | (1.91 | ) | 1.20 | ||||||||
Diluted – cents per share
|
0.14 | (1.91 | ) | 1.20 | ||||||||
Weighted average common shares outstanding:
|
||||||||||||
Basic
|
1,680,247,878 | 978,983,187 | 217,248,877 | |||||||||
Diluted
|
1,968,053,691 | 978,983,187 | 217,248,877 |
|
Issued
Capital
|
Retained
Earnings/(Accumulated
Deficit)
|
Other
Comprehensive
Income
|
Total Equity
|
||||||||||||
Balance at July 1, 2008
|
$ | 57,877,084 | $ | (26,637,392 | ) | $ | 596,344 | $ | 31,836,036 | |||||||
Net Income (loss)
|
– | (10,177,689 | ) | – | (10,177,689 | ) | ||||||||||
Foreign currency translation
|
– | – | 1,293,037 | 1,293,037 | ||||||||||||
Total comprehensive income/(expense) for the period
|
– | (10,177,689 | ) | 1,293,037 | (8,884,652 | ) | ||||||||||
Stock based compensation
|
33,962 | – | - | 33,962 | ||||||||||||
Issue of share capital
|
476,927 | – | – | 476,927 | ||||||||||||
Share issue costs
|
(2,330 | ) | – | – | (2,330 | ) | ||||||||||
Balance at June 30, 2009
|
58,385,643 | (36,815,081 | ) | 1,889,381 | 23,459,943 | |||||||||||
Net Income (loss)
|
– | (24,164,356 | ) | – | (24,164,356 | ) | ||||||||||
Foreign currency translation
|
– | – | (52,733 | ) | (52,733 | ) | ||||||||||
Total comprehensive income/(expense) for the period
|
– | (24,164,356 | ) | (52,733 | ) | (24,217,089 | ) | |||||||||
Stock based compensation
|
120,545 | – | - | 120,545 | ||||||||||||
Issue of share capital
|
21,227,372 | – | - | 21,227,372 | ||||||||||||
Share issue costs
|
(1,599,866 | ) | – | - | (1,599,866 | ) | ||||||||||
Balance at June 30, 2010
|
78,133,694 | (60,979,437 | ) | 1,836,648 | 18,990,905 | |||||||||||
Net Income (loss)
|
– | 54,148,222 | - | 54,148,222 | ||||||||||||
Foreign currency translation
|
– | – | 1,253,147 | 1,253,147 | ||||||||||||
Total comprehensive income/(expense) for the period
|
– | 54,148,222 | 1,253,147 | 55,401,369 | ||||||||||||
Stock based compensation
|
2,473,477 | – | - | 2,473,477 | ||||||||||||
Issue of share capital
|
1,098,028 | – | – | 1,098,028 | ||||||||||||
Share issue costs
|
(37,114 | ) | – | – | (37,114 | ) | ||||||||||
Balance at June 30, 2011
|
$ | 81,668,085 | $ | (6,831,215 | ) | $ | 3,089,795 | $ | 77,926,665 |
Consolidated Entity
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Cash flows from operating activities
|
||||||||||||
Receipts from customers
|
$ | 6,281,825 | $ | 5,022,548 | $ | 6,011,941 | ||||||
Cash received from commodity derivative financial instruments
|
152,171 | 34,435 | 1,197,487 | |||||||||
Payments to suppliers & employees
|
(7,073,109 | ) | (4,978,917 | ) | (5,638,668 | ) | ||||||
Interest received
|
368,251 | 24,234 | 10,183 | |||||||||
Interest paid
|
(878,528 | ) | (1,312,380 | ) | (1,627,616 | ) | ||||||
Income taxes paid
|
(9,360,000 | ) | - | - | ||||||||
Net cash flows used in operating activities
|
$ | (10,509,390 | ) | $ | (1,210,080 | ) | $ | (46,673 | ) | |||
Cash flows from investing activities
|
||||||||||||
Proceeds from sale of listed shares
|
49,040 | 65,156 | – | |||||||||
Proceeds from sale of exploration acreage
|
73,199,687 | – | – | |||||||||
Proceeds from sale of oil and gas properties
|
6,262,374 | – | – | |||||||||
Payments for plant & equipment
|
(1,528,606 | ) | (748,736 | ) | (590,746 | ) | ||||||
Payments for exploration and evaluation
|
(3,751,769 | ) | (1,569,456 | ) | (216,949 | ) | ||||||
Payments for oil and gas properties
|
(4,792,620 | ) | (3,581,518 | ) | (274,946 | ) | ||||||
Net cash flows provided by /(used in) investing activities
|
$ | 69,438,106 | $ | (5,834,554 | ) | $ | (1,082,641 | ) | ||||
Cash flows from financing activities
|
||||||||||||
Proceeds from issue of share capital
|
3,969,374 | 18,326,542 | – | |||||||||
Repayment of borrowings
|
(11,386,247 | ) | (5,673,753 | ) | – | |||||||
Payments for costs associated with capital raising
|
(244,282 | ) | (1,381,002 | ) | (2,330 | ) | ||||||
Net cash flows (used in)/ provided by financing activities
|
$ | (7,661,155 | ) | $ | 11,271,787 | $ | (2,330 | ) | ||||
Net increase/(decrease) in cash and cash equivalents
|
51,267,561 | 4,227,153 | (1,131,644 | ) | ||||||||
Cash and cash equivalents at the beginning of the financial year
|
5,885,735 | 1,522,632 | 2,680,734 | |||||||||
Effects of exchange rate changes on cash and cash equivalents
|
1,295,181 | 135,950 | (26,458 | ) | ||||||||
Cash and cash equivalents at end of year
|
$ | 58,448,477 | $ | 5,885,735 | $ | 1,522,632 |
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
June 30
|
||||||||
2011
|
2010
|
|||||||
Oil and natural gas sales related
|
$ | 1,265,222 | $ | 742,246 | ||||
Cost recovery from JV partner
|
387,448 | – | ||||||
Other
|
44,026 | 119,663 | ||||||
Total accounts receivable, net of nil allowance for doubtful debts for June 30, 2011 and 2010
|
$ | 1,696,696 | $ | 861,909 |
June 30
|
||||||||
2011
|
2010
|
|||||||
Receivables – capital raising
|
4,070,746 | |||||||
Total other receivables
|
$ | – | $ | 4,070,746 |
2011
|
2010
|
|||||||
Payables – from capital raising
|
$ | – | $ | 1,169,916 | ||||
Bonus accrual | 389,000 | – |
2011
|
2010
|
|||||||
Proved properties
|
$ | 22,872,355 | $ | 42,845,931 | ||||
Lease and well equipment
|
3,745,698 | 3,880,363 | ||||||
Unproved properties
|
– | 10,469,072 | ||||||
Less accumulated depreciation, depletion and impairment
|
(12,755,543 | ) | (37,014,508 | ) | ||||
$ | 13,862,510 | $ | 20,180,858 |
2011
|
2010
|
|||||||
Furniture, fittings and equipment
|
$ | 544,402 | $ | 514,288 | ||||
Less accumulated depreciation
|
(192,138 | ) | (364,249 | ) | ||||
$ | 352,264 | $ | 150,039 |
Year ended June 30,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Dilutive
|
325,033,863 | - | - | |||||||||
Anti–dilutive
|
8,379,077 | 349,435,766 | 30,295,765 |
Continuing operations
|
Year ended June 30,
|
|||||||||||
2011
|
2010
|
2009
|
||||||||||
Net income (loss) from continuing operations
|
$ | 51,435,835 | $ | (5,484,457 | ) | $ | (12,776,203 | ) | ||||
Basic weighted average common shares outstanding
|
1,680,247,878 | 978,983,187 | 217,248,877 | |||||||||
Add: dilutive effect of stock options
|
261,317,567 | - | - | |||||||||
Add: bonus element for rights issue
|
26,488,246 | - | - | |||||||||
Diluted weighted average common shares outstanding
|
1,968,053,691 | 978,983,187 | 217,248,877 | |||||||||
Basic earnings per common share – cents per share
|
3.06 | (0.56 | ) | (5.88 | ) | |||||||
Diluted earnings per common share – cents per share
|
2.61 | (0.56 | ) |
(5.88
|
)_ |
Discontinued operations
|
Year ended June 30,
|
|||||||||||
2011
|
2010
|
2009
|
||||||||||
Net income (loss) from discontinued operations
|
$ | 2,712,387 | $ | (18,679,899 | ) | $ | 2,598,514 | |||||
Basic weighted average common shares outstanding
|
1,680,247,878 | 978,983,187 | 217,248,877 | |||||||||
Add: dilutive effect of stock options
|
261,317,567 | - | - | |||||||||
Add: bonus element for rights issue
|
26,488,246 | - | - | |||||||||
Diluted weighted average common shares outstanding
|
1,968,053,691 | 978,983,187 | 217,248,877 | |||||||||
Basic earnings per common share – cents per share
|
0.16 | (1.91 | ) | 1.20 | ||||||||
Diluted earnings per common share – cents per share
|
0.14 | (1.91 | ) | 1.20 |
2.
|
SALES OF PROPERTIES
|
For the year ending June 30,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Sales of oil and gas
|
751,566 | 2,196,140 | 2,561,672 | |||||||||
Lease operating expense
|
(336,965 | ) | (759,322 | ) | (1,020,330 | ) | ||||||
Depletion, amortization and impairment
|
(329,573 | ) | (20,298,431 | ) | (2,006,674 | ) | ||||||
Realised derivative commodity gains
|
152,171 | 34,435 | 1,186,910 | |||||||||
Unrealized commodity derivative (losses)/ gains for changes in fair value
|
(24,557 | ) | 147,279 | 1,876,936 | ||||||||
(Loss) on sale of asset
|
(5,411,466 | ) | – | – | ||||||||
(Loss)/Earnings from discontinued operations, before income taxes
|
(5,198,824 | ) | (18,679,899 | ) | 2,598,514 | |||||||
Provision for income tax benefit
|
7,911,211 | – | – | |||||||||
Earnings from discontinued operations, net of income taxes
|
2,712,387 | (18,679,899 | ) | 2,598,514 |
3.
|
BORROWINGS
|
June 30
|
||||||||
2011
|
2010
|
|||||||
Current borrowings
|
||||||||
Macquarie Bank Credit Facility
|
$ | – | $ | 11,386,248 | ||||
Less capitalized borrowing costs
|
(102,249 | ) | ||||||
Total borrowings
|
– | 11,283,999 |
March 13, 2009
|
June 30, 2008
|
|||||||
Dividend Yield (%)
|
- | - | ||||||
Expected volatility (%)*
|
100 | 75 | ||||||
Risk-free interest rate (%)
|
0.75 -0.88 | 2.64-2.86 | ||||||
Expected life of options – years
|
1-2 | 2-3 | ||||||
Option Exercise Price – cents
|
2-41 | 21-40 | ||||||
Share Price – cents
|
1 | 18 |
4.
|
HEDGING AND DERIVATIVE FINANCIAL INSTRUMENTS
|
Year Ended June 30
|
||||||||||||
Discontinued operations
|
2011
|
2010
|
2009
|
|||||||||
Commodity derivative gains, net
|
$ | 127,614 | $ | 181,714 | $ | 3,063,846 |
Balance Sheet Classification
|
June 30, 2011
|
June 30, 2010
|
||||||
Derivative Assets
|
Derivative Assets
|
|||||||
Current assets - derivative instruments
|
$ | 22,268 | $ | 46,824 |
Oil (NYMEX WTI)
|
Natural Gas
(NYMEX Henry Hub)
|
Natural Gas
(CIG)
|
||||||||||||||||
Average
Barrels/month
|
Prices per Bbl
|
Average
MMBtu/month
|
Prices per
MMBtu
|
Average
MMBtu/month
|
Weighted
Avg. Prices
per MMBtu
|
|||||||||||||
January 1, 2009 –
December 31, 2011: Collars
|
857 | $60.00-$102.90 | 5,005 | $4.75-$6.15 | 17,635 | $ 4.25-$5.80 |
Post tax result
Higher/(lower)
|
||||||||
2011
|
2010
|
|||||||
Consolidated
|
||||||||
Gas price + 10%
|
$ | 152,169 | $ | 273,322 | ||||
Gas price – 20%
|
$ | (304,338 | ) | $ | (546,645 | ) |
Post tax result
Higher/(lower)
|
||||||||
2011
|
2010
|
|||||||
Consolidated
|
||||||||
Oil price + 10%
|
$ | 510,628 | $ | 207,338 | ||||
Oil price – 20%
|
$ | (1,021,256 | ) | $ | (414,676 | ) |
5.
|
FAIR VALUE MEASUREMENTS
|
|
·
|
Level 1—Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
|
|
·
|
Level 2—Pricing inputs are other than quoted prices in active markets included in level 1, but are either directly or indirectly observable as of the reported date and for substantially the full term of the instrument. Inputs may include quoted prices for similar assets and liabilities. Level 2 includes those financial instruments that are valued using models or other valuation methodologies.
|
|
·
|
Level 3—Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.
|
Level 1
|
Level 2
|
Level 3
|
Fair Value at June
30, 2011
|
|||||||||||||
Assets (Liabilities):
|
||||||||||||||||
Commodity derivative contracts
|
$ | – | $ | 22,268 | $ | – | $ | 22,268 |
Level 1
|
Level 2
|
Level 3
|
Fair Value at June
30, 2010
|
|||||||||||||
Assets (Liabilities):
|
||||||||||||||||
Commodity derivative contracts
|
$ | – | $ | 46,824 | $ | – | $ | 46,824 | ||||||||
Fair value of investments held for trading
|
$ | 40,165 | $ | – | $ | – | $ | 40,165 |
6.
|
ASSET RETIREMENT OBLIGATIONS
|
2011
|
2010
|
|||||||
Asset retirement obligations at beginning of period
|
$ | 301,894 | $ | 272,076 | ||||
Liabilities incurred or acquired
|
22,935 | 3,622 | ||||||
Liabilities settled
|
– | – | ||||||
Disposition of properties
|
(112,714 | ) | – | |||||
Accretion expense
|
23,909 | 26,196 | ||||||
Asset retirement obligations at end of period
|
236,024 | 301,894 | ||||||
Less: current asset retirement obligations (classified with accounts payable and accrued liabilities)
|
– | – | ||||||
Long-term asset retirement obligations
|
$ | 236,024 | $ | 301,894 |
7.
|
INCOME TAXES
|
June 30,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Current:
|
||||||||||||
Federal
|
$
|
6,742,308
|
$
|
–
|
$
|
–
|
||||||
State
|
42,025
|
3,159
|
–
|
|||||||||
6,784,333
|
3,159
|
–
|
||||||||||
Deferred:
|
||||||||||||
Federal
|
-
|
-
|
–
|
|||||||||
State
|
-
|
-
|
–
|
|||||||||
Less income tax benefit allocated to discontinued operations
|
(7,911,211
|
)
|
-
|
-
|
||||||||
Total income tax provision (benefit)
|
$
|
14,695,544
|
$
|
3,159
|
$
|
–
|
June 30,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Income tax expense (benefit) at federal statutory rate
|
$ | 18,281,307 | $ | (7,246,178 | ) | $ | (3,760,896 | ) | ||||
State income taxes
|
462,204 | (172,470 | ) | (81,434 | ) | |||||||
Other
|
3,480,237 | (861,437 | ) | 2,545 | ||||||||
Valuation allowance
|
(15,439,415 | ) | 8,283,244 | 3,839,785 | ||||||||
$ | 6,784,333 | $ | 3,159 | $ | – |
June 30
|
||||||||
2011
|
2010
|
|||||||
Deferred income tax assets:
|
||||||||
Oil and gas properties
|
$ | - | $ | 7,324,557 | ||||
Net operating losses
|
3,702,894 | 10,544,355 | ||||||
Note payable
|
1,990,142 | 1,990,142 | ||||||
Asset retirement obligation
|
84,398 | 107,953 | ||||||
Section 163j limitation
|
– | 496,571 | ||||||
Abandonment limitation
|
47,827 | 37,756 | ||||||
Accrued bonus
|
139,460 | – | ||||||
Charitable contributions
|
1,724 | 1,724 | ||||||
Valuation allowance
|
(5,046,289 | ) | (20,485,704 | ) | ||||
Deferred income tax liabilities:
|
||||||||
Commodity liability
|
(7,963 | ) | (16,744 | ) | ||||
Amortization - loan costs
|
– | (609 | ) | |||||
Oil and gas property
|
(912,193 | ) | - | |||||
Net deferred income tax assets (liabilities)
|
– | - | ||||||
Net current deferred tax asset
|
– | - | ||||||
Noncurrent deferred tax asset
|
$ | – | $ | – |
|
(i)
|
the Parent Entity derive future assessable income of a nature and an amount sufficient to enable the benefit from the deduction for the losses to be realized; and
|
|
(ii)
|
the Parent Entity have complied and continue to comply with the conditions for deductibility imposed by law; and
|
|
(iii)
|
no changes in tax legislation adversely affect the Parent Entity in realizing the benefit from deduction for the losses.
|
8.
|
CAPITAL STOCK CONTRIBUTED EQUITY
|
Consolidated Entity
|
||||||||
2011
|
2010
|
|||||||
1,732,043,789 ordinary fully paid shares including shares to be issued
|
$ | 79,302,345 | $ | 75,714,264 | ||||
(2010 – 1,654,959,087 ordinary fully paid shares including shares to be issued)
|
Movements in contributed equity for the year
|
2011
|
2010
|
||||||||||||||
No. of shares
|
$
|
No. of shares
|
$
|
|||||||||||||
Opening balance
|
1,440,429,587 | 78,133,694 | 238,394,216 | 58,385,643 | ||||||||||||
Capital raising (i)
|
214,414,880 | – | 1,168,700,926 | 20,922,424 | ||||||||||||
Shares issued upon exercise of options (ii)
|
70,554,301 | 1,098,028 | 22,344,842 | 304,921 | ||||||||||||
Share based payment (iii)
|
6,580,021 | 150,617 | 3,489,603 | 100,817 | ||||||||||||
Shares issued to Macquarie Bank Limited (v)
|
– | – | 7,500,000 | – | ||||||||||||
Stock based compensation (options issued)
|
– | 2,322,860 | - | 19,728 | ||||||||||||
Transaction costs incurred
|
(37,114 | ) | – | (1,599,839 | ) | |||||||||||
Shares on issue at balance date
|
1,731,978,789 | 78,133,694 | 1,440,429,587 | 78,133,694 |
(i)
|
In October 2009, the Company issued 920,171,519 ordinary shares at A$ 1.2 cents per share/US$ 1.08 cents per share to raise US$9,974,639
|
(ii)
|
During the course of the year the Company issued 70,554,301 (2010: 22,394,462) ordinary shares upon the exercise of 70,554,301 (2010: 22,394,462) options. The exercise price of 500,000 of these options was A$0.08 per share/US$0.084 per share (average price based on the exchange rate on the date of exercise) to raise US$42,216 (2010:$nil).
|
(iii)
|
During the year ended 30 June 2011, in conjunction with the reduction in salaries accepted by all employees and directors of the Company, the Company issued 6,580,021 shares to employees and directors. These shares were valued at the volume weighted average share price across the ASX and NYSE Amex for the period being compensated for being 1 October 2009 to 30 April 2010, being US$ 2.3 cents per share.
|
(iv)
|
In 2005, we acquired 100% of Kestrel Energy Limited. These shares were issued to Kestrel shareholders throughout the year as part of the offer to non-US resident shareholders whereby they received five Samson shares for every one Kestrel share held. The Samson share price on the date the acceptance of the offer was received was deemed to be the fair value of the share. As at balance date acceptances had been received for 65,000 (2010:65,000) shares which have not yet been issued. These shares will be issued upon the presentation of Kestrel Share Certificates by the owner of the shares.
|
(v)
|
On 13 March 2009, the Company entered into an agreement with Macquarie Bank Limited to cancel the options outstanding in relation to the Company’s facility agreement. See “Note 3 – Borrowings” for further details in relation to the facility and the cancellation of the options. Macquarie were granted 36,800,000 shares at no cash cost to them. The grant date of these shares was 13 March 2009, being the date the agreement was signed. 29,300,000 shares were issued on 16 March 2009. An additional 2,000,000 were issued on 1 July 2009. The remaining 5,500,000 were issued on 6 November 2009
.
|
9.
|
CASH FLOW STATEMENT
|
Year ended June 30,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Reconciliation of the net profit/(loss) after tax to the net cash flows from operations
|
||||||||||||
Net profit/(loss) after tax
|
54,148,222 | (24,164,356 | ) | (10,177,689 | ) | |||||||
Net (gain)/loss recognised on re-measurement to fair-value of investments held for trading
|
(5,494 | ) | (46,681 | ) | 79,082 | |||||||
Depreciation of non-current assets
|
2,212,661 | 2,534,258 | 3,089,969 | |||||||||
Foreign exchange loss
|
- | - | 1,307,006 | |||||||||
Share based payments
|
2,473,477 | 119,890 | 33,962 | |||||||||
Interest expense
|
- | - | 700,629 | |||||||||
Gain on cancellation of portion of embedded derivatives/options
|
- | - | (1,248,072 | ) | ||||||||
Movement in fair value of embedded derivatives
|
- | - | (1,536,983 | ) | ||||||||
Exploration expenditure
|
404,031 | 1,569,456 | 4,861,545 | |||||||||
Net (gain)/loss on fair value movement of fixed forward swaps
|
24,557 | (147,279 | ) | (1,876,936 | ) | |||||||
Impairment losses/(reversals) of oil and gas properties
|
- | 19,061,095 | 483,167 | |||||||||
Loss on financial liabilities carried at amortised cost
|
- | - | 3,134,341 | |||||||||
Net gain on sale of assets
|
(67,788,222 | ) | - | - | ||||||||
Changes in assets and liabilities:
|
||||||||||||
(Increase)/decrease in receivables
|
(3,101,846 | ) | (423,614 | ) | 1,393,772 | |||||||
Increase/(decrease) in employee benefits
|
53,386 | 25,728 | (50,001 | ) | ||||||||
Increase/(Decrease) in payables
|
1,069,838 | 261,423 | (240,465 | ) | ||||||||
NET CASH FLOWS USED IN OPERATING ACTIVITIES
|
(10,509,390 | ) | (1,210,080 | ) | (46,673 | ) |
10.
|
SHARE-BASED PAYMENTS (all figures are in Australian dollars in this note)
|
Share price at grant date (cents)
|
6.40 | |||
Exercise price (cents)
|
8.00 | |||
Time to expiry (years)
|
4 | |||
Risk free rate (%)
|
5.24 | |||
Share price volatility (%)
|
131 | |||
Dividend yield
|
Nil
|
Share price at grant date (cents)
|
5.90 | |||
Exercise price (cents)
|
8.00 | |||
Time to expiry (years)
|
4 | |||
Risk free rate (%)
|
5.31 | |||
Share price volatility (%)
|
131 |
Year ended June 30
|
||||||||||||
U.S. Dollar | ||||||||||||
2011
|
2010
|
2009
|
||||||||||
Share–based compensation expensed
|
$ | 2,473,477 | $ | 119,890 | $ | 33,962 |
2011
|
2010
|
2009
|
||||||||||||||||||||||||||
Number
|
Weighted
Average
Exercise
Price – cents
(AUD)
|
Aggregate
Intrinsic
Value of
Options
cents
(AUD)
(1)
|
Number
|
Weighted
Average
Exercise
Price
cents -
AUD
|
Number
|
Weighted
Average
Exercise
Price –
cents
AUD
|
||||||||||||||||||||||
Outstanding, start of period
|
349,485,386 | 0.03 | 31,095,765 | 0.34 | 34,217,415 | 0.34 | ||||||||||||||||||||||
Granted
|
61,000,000 | 0.08 | 357,931,151 | 0.015 | - | - | ||||||||||||||||||||||
Exercised
|
(70,572,446 | ) | 0.015 | (22,324,842 | ) | 0.015 | - | - | ||||||||||||||||||||
Cancelled/expired
|
(6,500,000 | ) | 0.45 | (17,216,688 | ) | 0.31 | (3,121,650 | ) | 0.42 | |||||||||||||||||||
Outstanding, end of period
|
333,412,940 | 0.033 | 0.107 | 349,485,386 | 0.03 | 31,095,765 | 0.34 | |||||||||||||||||||||
Exercisable, end of period
|
312,079,606 | 0.030 | 349,435,766 | 0.03 | 30,295,765 | 0.33 |
(1)
|
The intrinsic value of a stock option is the amount by which the market value exceeds the exercise price at Balance Date.
|
Options Outstanding
|
Options Exercisable
|
|||||||||||||||||||||
Range of Exercise Prices
|
Number
Outstanding
|
Weighted
Average
Remaining
Contractual
Life - years
|
Weighted–
Average
Exercise
Prices
|
Number
Exercisable
|
Weighted
Average
Remaining
Contractual
Life
|
Weighted
Average
Exercise
Prices
|
||||||||||||||||
1.5 cents
|
264,533,863 | 1.5 | 0.015 | 264,533,863 | 1.5 | 0.015 | ||||||||||||||||
8 cents
|
60,500,000 | 3.5 | 0.08 | 39,166,666 | 3.5 | 0.08 | ||||||||||||||||
20 cents
|
1,000,000 | 2.25 | 0.20 | 1,000,000 | 2.25 | 0.2 | ||||||||||||||||
25 cents
|
2,000,000 | 1.9 | 0.25 | 2,000,000 | 1.9 | 0.25 | ||||||||||||||||
30 cents
|
5,379,077 | 1.25 | 0.30 | 5,379,077 | 0.3 | 0.3 |
Non-vested stock options
|
Shares
|
Weighted–
Average
Grant–Date
Fair Value
|
||||||
Non-vested at June 30, 2010
|
– | |||||||
Granted
|
61,000,000 | 0.08 | ||||||
Vested
|
39,666,666 | 0.08 | ||||||
Forfeited
|
– | |||||||
Non-vested at June 30, 2011
|
21,333,334 | 0.08 |
11.
|
RELATED PARTY TRANSACTIONS
|
12.
|
COMMITMENTS
|
13.
|
CONTINGENCIES
|
14.
|
QUARTERLY FINANCIAL DATA (UNAUDITED)
|
Three Months Ended
|
||||||||||||||||
June 30, 2011
|
March 31, 2011
|
Dec 31, 2010
|
Sep 30, 2010
|
|||||||||||||
Year ended June 30, 2011:
|
||||||||||||||||
Revenues
|
$ | 2,127,311 | $ | 1,544,569 | $ | 1,775,937 | $ | 889,210 | ||||||||
Income (loss) from continuing – operations
|
(848,510 | ) | (1,501,701 | ) | 35,413 | 68,446,176 | ||||||||||
Income (loss) from discontinued operations
|
7,848,755 | (5,462,160 | ) | (9,692 | ) | 335,484 | ||||||||||
Tax (expense)/benefit
|
(3,673,886 | ) | (3,673,886 | ) | (3,673,886 | ) | (3,673,886 | ) | ||||||||
Net income (loss)
|
3,326,359 | (10,637,747 | ) | (3,648,165 | ) | 65,107,774 | ||||||||||
Basic earnings per common share – cents per share
|
0.19 | (0.92 | ) | (0.22 | ) | 3.94 | ||||||||||
Diluted earnings per common share – cents per share
|
0.17 | (0.78 | ) | (0.22 | ) | 3.34 |
Three Months Ended
|
||||||||||||||||
June 30, 2010
|
March 31, 2010
|
Dec 31, 2009
|
Sep 30, 2009
|
|||||||||||||
Year ended June 30, 2010:
|
||||||||||||||||
Revenues
|
$ | 874,401 | $ | 850,478 | $ | 707,838 | $ | 483,538 | ||||||||
Income (loss) from continuing operations
|
(2,310,344 | ) | (795,145 | ) | (1,373,129 | ) | (995,839 | ) | ||||||||
Income (loss) from discontinued operations
|
(18,967,030 | ) | 586,792 | (125,167 | ) | (174,463 | ) | |||||||||
Tax (expense)/benefit
|
- | - | - | - | ||||||||||||
Net income (loss)
|
(21,277,374 | ) | (208,384 | ) | (1,498,295 | ) | (1,170,303 | ) | ||||||||
Basic loss per common share – cents per share
|
(2,17 | ) | (0.02 | ) | (0.17 | ) | (0.49 | ) | ||||||||
Diluted earnings per common share – cents per share
|
(2.17 | ) | (0.02 | ) | (0.17 | ) | (0.49 | ) |
15.
|
SUPPLEMENTAL INFORMATION ON OIL AND NATURAL GAS EXPLORATION, DEVELOPMENT AND PRODUCTION ACTIVITIES, INCLUSIVE OF DISCONTINUED OPERATIONS (UNAUDITED)
|
As of June 30,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Oil and gas properties – subject to amortization
|
22,872,355 | 42,845,931 | 40,686,111 | |||||||||
Unproved properties (1)
|
- | 10,469,072 | 10,452,518 | |||||||||
Lease and well equipment
|
3,745,698 | 3,880,363 | 3,132,660 | |||||||||
Total capitalized costs
|
26,618,053 | 57,195,366 | 54,271,289 | |||||||||
Accumulated depreciation, depletion and amortization
|
(7,767,005 | ) | (13,026,187 | ) | (10,557,315 | ) | ||||||
Impairment
|
(4,988,538 | ) | (23,988,321 | ) | (4,927,226 | ) | ||||||
Net capitalized costs
|
13,862,510 | 20,180,858 | 38,786,748 |
|
(1)
|
Unevaluated costs represent amounts the Company excludes from the amortization base until proved reserves are established or impairment is determined. $268,171 was transferred to proved properties during the year ended June 30, 2011. The remaining $10,200,901 were sold during the current year as part of the sale of the Jonah and Look Out Wash fields.
|
Year ended June 30,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Property acquisition
|
||||||||||||
Proved properties
|
6,309,640 | 2,179,831 | 1,645,235 | |||||||||
Unproved properties
|
- | 16,549 | 1,031 | |||||||||
Lease and well equipment
|
1,247,939 | 741,975 | 523,475 | |||||||||
Exploration costs
|
3,347,738 | - | - | |||||||||
Total costs incurred
|
10,905,317 | 2,938,355 | 2,169,741 |
Year ended June 30, 2011
|
Year ended June 30, 2010
|
Year ended June 30, 2009
|
||||||||||||||||||||||||||||||||||
Oil
Mbbls
|
Gas
MMcf
|
Total
MBOE
|
Oil
Mbbls
|
Gas
MMcf
|
Total
MBOE
|
Oil
Mbbls
|
Gas
MMcf
|
Total
MBOE
|
||||||||||||||||||||||||||||
Beginning of year
|
451 | 10,119 | 2,138 | 251 | 9,447 | 1,826 | 469 | 13,300 | 2,686 | |||||||||||||||||||||||||||
Revisions of previous quantity estimates
|
156 | 431 | 228 | (33 | ) | (92 | ) | (48 | ) | (201 | ) | (3,570 | ) | (796 | ) | |||||||||||||||||||||
Extensions, discoveries and improved recovery
|
– | – | 264 | 1,433 | 503 | 8 | 402 | 75 | ||||||||||||||||||||||||||||
Sale of reserves in place
|
(48 | ) | (8,816 | ) | (1,517 | ) | – | – | - | – | – | – | ||||||||||||||||||||||||
Production
|
(64 | ) | (423 | ) | (135 | ) | (31 | ) | (669 | ) | (143 | ) | (25 | ) | (685 | ) | (139 | ) | ||||||||||||||||||
End of year
|
495 | 1,311 | 714 | 451 | 10,119 | 2,138 | 251 | 9,447 | 1,826 | |||||||||||||||||||||||||||
Proved developed producing reserves
|
455 | 1,274 | 667 | 267 | 5,450 | 1,183 | 225 | 5,978 | 1,221 | |||||||||||||||||||||||||||
Proved undeveloped reserves
|
40 | 37 | 47 | 184 | 4,669 | 955 | 26 | 3,469 | 605 | |||||||||||||||||||||||||||
Total proved reserves
|
495 | 1,311 | 714 | 451 | 10,119 | 2,138 | 251 | 9,447 | 1,826 |
Fiscal Year Ended June 30
|
||||||||||||||||||||
2011
|
2010
|
2009
|
2008
|
2007
|
||||||||||||||||
Future cash inflows
|
$ | 46,250 | $ | 67,996 | $ | 67,630 | $ | 191,083 | $ | 107,729 | ||||||||||
Future production costs
|
(16,046 | ) | (23,288 | ) | (20,290 | ) | (45,328 | ) | (37,458 | ) | ||||||||||
Future development costs
|
(917 | ) | (11,910 | ) | (5,416 | ) | (10,160 | ) | (7,687 | ) | ||||||||||
Future income taxes
|
(4,537 | ) | – | (143 | ) | (32,443 | ) | (4,314, | ) | |||||||||||
Future net cashflows
|
24,930 | 32,798 | 41,781 | 103,152 | 58,270 | |||||||||||||||
10 % discount
|
(10,207 | ) | (17,675 | ) | (24,054 | ) | (48,390 | ) | (30,277 | ) | ||||||||||
Standardized measure of discounted future net cash flows relating to proved reserves
|
14,723 | 15,123 | 17,727 | 54,762 | 27,993 |
Fiscal Year Ended June 30
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Beginning of year
|
$ | 15,123 | $ | 17,727 | $ | 54,762 | ||||||
Sales of oil and gas produced during the period, net of production costs
|
(4,838 | ) | (3,139 | ) | (2,696 | ) | ||||||
Net changes in prices and production costs
|
7,983 | (943 | ) | (36,948 | ) | |||||||
Previously estimated development costs incurred during the period
|
3,713 | – | – | |||||||||
Changes in estimates of future development costs
|
(5,256 | ) | (6,494 | ) | 59 | |||||||
Extensions, discoveries and improved recovery
|
– | 6,360 | 987 | |||||||||
Revisions of previous quantity estimates and other
|
5,810 | (611 | ) | (10,480 | ) | |||||||
Sale of reserves in place
|
(6,522 | ) | – | – | ||||||||
Purchase of reserves in place
|
– | – | – | |||||||||
Change in future income taxes
|
(2,573 | ) | 1,021 | 7,233 | ||||||||
Accretion of discount
|
1,512 | 1,727 | 5,476 | |||||||||
Other
|
(229 | ) | (525 | ) | (666 | ) | ||||||
Balance at end of year
|
$ | 14,723 | $ | 15,123 | $ | 17,727 |
Page
|
||||
ARTICLE 1
|
ASSETS
|
1
|
||
Section 1.01
|
Agreement to Sell and Purchase
|
1
|
||
Section 1.02
|
Assets
|
1
|
||
Section 1.03
|
Excluded Assets
|
3
|
||
ARTICLE 2
|
PURCHASE PRICE
|
3
|
||
Section 2.01
|
Purchase Price
|
3
|
||
Section 2.02
|
Deposit
|
3
|
||
Section 2.03
|
Allocated Values
|
4
|
||
ARTICLE 3
|
EFFECTIVE TIME AND OTHER MATTERS
|
5
|
||
Section 3.01
|
Ownership of Assets
|
5
|
||
Section 3.02
|
Section 1031 Exchange
|
5
|
||
Section 3.03
|
Prima’s Representation of Buyers
|
5
|
||
ARTICLE 4
|
TITLE AND ENVIRONMENTAL MATTERS
|
5
|
||
Section 4.01
|
Examination Period
|
5
|
||
Section 4.02
|
Title Defects
|
6
|
||
Section 4.03
|
Notice of Title Defects
|
7
|
||
Section 4.04
|
Remedies for Title Defects
|
8
|
||
Section 4.05
|
Special Warranty of Title
|
9
|
||
Section 4.06
|
Preferential Rights to Purchase
|
10
|
||
Section 4.07
|
Consents to Assignment
|
11
|
||
Section 4.08
|
[Omitted Intentionally]
|
11
|
||
Section 4.09
|
Environmental Review
|
11
|
||
Section 4.10
|
Definitions Used in Article 4 and in this Agreement
|
13
|
||
Section 4.11
|
Notice of Environmental Defects
|
14
|
||
Section 4.12
|
Remedies for Environmental Defects
|
14
|
||
Section 4.13
|
Independent Experts
|
15
|
||
Section 4.14
|
Limitation of Remedies For Title Defects, Representation Defects and Environmental Defects
|
16
|
||
Section 4.15
|
Breach of Certain Representations and Warranties
|
17
|
||
Section 4.16
|
DISCLAIMER AND WAIVER
|
17
|
||
ARTICLE 5
|
REPRESENTATIONS AND WARRANTIES OF SELLER
|
17
|
||
Section 5.01
|
Existence
|
17
|
||
Section 5.02
|
Legal Power
|
18
|
||
Section 5.03
|
Execution
|
18
|
||
Section 5.04
|
Brokers
|
18
|
||
Section 5.05
|
Bankruptcy
|
18
|
||
Section 5.06
|
Suits and Claims
|
18
|
Page
|
||||
Section 5.07
|
AFEs
|
18
|
||
Section 5.08
|
Contracts
|
18
|
||
Section 5.09
|
Records
|
19
|
||
Section 5.10
|
Royalties
|
19
|
||
Section 5.11
|
Taxes
|
19
|
||
Section 5.12
|
Gas Imbalances
|
19
|
||
Section 5.13
|
Compliance with Laws
|
19
|
||
Section 5.14
|
Personal Property and Equipment
|
19
|
||
Section 5.15
|
No Alienation
|
19
|
||
Section 5.16
|
Property Expenses
|
20
|
||
Section 5.17
|
Tax Partnerships
|
20
|
||
Section 5.18
|
Preferential Rights to Purchase and Consents
|
20
|
||
Section 5.19
|
Liens and Encumbrance
|
20
|
||
Section 5.20
|
Payout Status
|
20
|
||
Section 5.21
|
Notice of Changes
|
20
|
||
Section 5.22
|
Representations and Warranties Exclusive
|
20
|
||
ARTICLE 6
|
REPRESENTATIONS AND WARRANTIES OF EACH BUYER
|
20
|
||
Section 6.01
|
Existence
|
20
|
||
Section 6.02
|
Legal Power
|
21
|
||
Section 6.03
|
Execution
|
21
|
||
Section 6.04
|
Brokers
|
21
|
||
Section 6.05
|
Bankruptcy
|
21
|
||
Section 6.06
|
Suits and Claims
|
21
|
||
Section 6.07
|
Independent Evaluation
|
21
|
||
Section 6.08
|
Qualification
|
22
|
||
Section 6.09
|
Securities Laws
|
22
|
||
Section 6.10
|
No Investment Company
|
22
|
||
Section 6.11
|
Funds
|
22
|
||
Section 6.12
|
Notice of Changes
|
22
|
||
Section 6.13
|
Representation by Prima
|
22
|
||
Section 6.14
|
Representations and Warranties Exclusive
|
22
|
||
ARTICLE 7
|
OPERATION OF THE ASSETS
|
23
|
||
Section 7.01
|
Operation of the Assets
|
23
|
||
Section 7.02
|
Public Announcements
|
23
|
||
Section 7.03
|
Successor Operator
|
24
|
||
ARTICLE 8
|
CONDITIONS TO OBLIGATIONS OF SELLER
|
24
|
||
Section 8.01
|
Representations
|
24
|
Page
|
||||
Section 8.02
|
Performance
|
24
|
||
Section 8.03
|
Pending Matters
|
24
|
||
ARTICLE 9
|
CONDITIONS TO OBLIGATIONS OF BUYERS
|
24
|
||
Section 9.01
|
Representations
|
24
|
||
Section 9.02
|
Performance
|
24
|
||
Section 9.03
|
Pending Matters
|
24
|
||
Section 9.04
|
Macquarie Liens
|
25
|
||
ARTICLE 10
|
THE CLOSING
|
25
|
||
Section 10.01
|
Time and Place of the Closing
|
25
|
||
Section 10.02
|
Allocation of Costs and Expenses and Adjustments to Purchase Price at the Closing
|
25
|
||
Section 10.03
|
Closing Adjustments and Allocations Statement
|
27
|
||
Section 10.04
|
Post-Closing Allocations and Adjustments to Purchase Price
|
27
|
||
Section 10.05
|
Transfer Taxes
|
28
|
||
Section 10.06
|
Ad Valorem and Similar Taxes
|
28
|
||
Section 10.07
|
Actions of Seller at the Closing
|
29
|
||
Section 10.08
|
Actions of Prima at the Closing
|
29
|
||
Section 10.09
|
Recordation; Further Assurances
|
30
|
||
ARTICLE 11
|
TERMINATION
|
30
|
||
Section 11.01
|
Right of Termination
|
30
|
||
Section 11.02
|
Effect of Termination
|
31
|
||
Section 11.03
|
Attorneys’ Fees, Etc
|
31
|
||
ARTICLE 12
|
ASSUMPTION AND INDEMNIFICATION
|
31
|
||
Section 12.01
|
Each Buyer’s Obligations after the Closing
|
31
|
||
Section 12.02
|
Seller’s Obligations after the Closing
|
32
|
||
Section 12.03
|
Plugging and Abandonment Obligations
|
33
|
||
Section 12.04
|
Environmental Obligations
|
34
|
||
Section 12.05
|
Definition of Claims
|
34
|
||
Section 12.06
|
Application of Indemnities
|
35
|
||
Section 12.07
|
Each Buyer’s Indemnity
|
36
|
||
Section 12.08
|
Seller’s Indemnity
|
36
|
||
Section 12.09
|
Notices and Defense of Indemnified Claims
|
36
|
||
Section 12.10
|
Survival
|
36
|
||
Section 12.11
|
Exclusive Remedy
|
37
|
||
Section 12.12
|
Prima’s Indemnity
|
37
|
||
Section 12.13
|
Defenses and Counterclaims
|
37
|
Page
|
||||
Section 12.14
|
Anti-Indemnity Statute, No Insurance; Subrogation
|
37
|
||
Section 12.15
|
Settlements by Seller
|
37
|
||
ARTICLE 13
|
DISCLAIMERS; CASUALTY LOSS AND CONDEMNATION
|
38
|
||
Section 13.01
|
Disclaimers of Representations and Warranties
|
38
|
||
Section 13.02
|
NORM
|
39
|
||
Section 13.03
|
Casualty Loss; Condemnation
|
39
|
||
ARTICLE 14
|
MISCELLANEOUS
|
40
|
||
Section 14.01
|
Names
|
40
|
||
Section 14.02
|
Expenses
|
40
|
||
Section 14.03
|
Document Retention
|
40
|
||
Section 14.04
|
Entire Agreement
|
40
|
||
Section 14.05
|
Waiver
|
40
|
||
Section 14.06
|
Construction
|
41
|
||
Section 14.07
|
No Third Party Beneficiaries
|
41
|
||
Section 14.08
|
Assignment
|
41
|
||
Section 14.09
|
Governing Law
|
41
|
||
Section 14.10
|
Notices
|
41
|
||
Section 14.11
|
Severability
|
43
|
||
Section 14.12
|
Interpretation
|
43
|
||
Section 14.13
|
Time of the Essence
|
44
|
||
Section 14.14
|
|
Counterpart Execution
|
|
45
|
Exhibit A
|
Subject Interests and Surface Agreements
|
|
Exhibit B
|
Wells
|
|
Exhibit C
|
Allocated Values
|
|
Exhibit D
|
Form of Assignment and Bill of Sale
|
|
Exhibit E
|
Investment Representation Letter
|
|
Schedule 1.03
|
Excluded Assets
|
|
Schedule 4.06
|
Rights of Preferential Purchase
|
|
Schedule 4.07
|
Consents to Assignment
|
|
Schedule 5.06
|
Litigation
|
|
Schedule 5.07
|
Authorizations for Expenditures
|
|
Schedule 5.08
|
Material Contracts
|
|
Schedule 5.12
|
|
Gas Imbalances
|
Agreement
|
1
|
|
Allocated Values
|
4
|
|
Apple
|
1
|
|
Assets
|
1
|
|
Assignment
|
9
|
|
Assumed Obligations
|
31
|
|
Blackland
|
1
|
|
Breach
|
44
|
|
Buyer
|
1
|
|
Buyers
|
1
|
|
Buyers’ Environmental Review
|
11
|
|
Casualty
|
39
|
|
Casualty Loss
|
39
|
|
Claims
|
34
|
|
Closing
|
25
|
|
Closing Date
|
25
|
|
Contracts
|
2
|
|
Deposit
|
3
|
|
disposal
|
14
|
|
Documents
|
40
|
|
Effective Time
|
4
|
|
Environmental Defect
|
13
|
|
Environmental Defect Value
|
14
|
|
Environmental Information
|
12
|
|
Environmental Laws
|
13
|
|
Environmental Obligations
|
34
|
|
Equipment
|
2
|
|
Examination Period
|
5
|
|
Exchange
|
5
|
|
Excluded Assets
|
3
|
|
Expiration Date
|
36
|
|
Facilities
|
2
|
|
Final Settlement Date
|
27
|
|
Final Settlement Statement
|
27
|
|
Governmental Authority
|
13
|
|
hazardous substance
|
14
|
|
Hydrocarbons
|
2
|
|
Independent Expert
|
15
|
|
insolvent
|
18
|
|
KAB
|
1
|
|
knowingly
|
44
|
|
knowledge
|
44
|
|
Lands
|
1
|
|
Laws
|
9
|
|
Lease
|
1
|
|
Leases
|
1
|
|
Macquarie Liens
|
10
|
|
Marketable Title
|
6
|
|
material
|
44
|
|
Material Adverse Effect
|
44
|
|
Morse
|
1
|
|
NORM
|
39
|
|
Notice
of Disagreement
|
27
|
|
Parties
|
1
|
|
Party
|
1
|
|
Permits
|
2
|
|
Permitted Encumbrances
|
9
|
|
Plugging and Abandonment Obligations
|
33
|
|
Powder
|
1
|
|
Prima
|
1
|
|
Proportionate Share
|
44
|
|
Purchase Price
|
3
|
|
Purchase Price Allocations and Adjustments
|
27
|
|
Records
|
3
|
|
release
|
14
|
|
Representation Defect Value
|
17
|
|
Representation Defects
|
17
|
|
Representatives
|
35
|
|
Retained Obligations
|
32
|
|
Seller
|
1
|
|
Statement
|
27
|
|
Subject Interest
|
2
|
|
Subject Interests
|
2
|
|
Surface Agreements
|
2
|
|
Tax
|
44
|
|
Title Claim Date
|
6
|
|
Title Defect
|
6
|
|
Title Defect Value
|
7
|
|
Wells
|
|
2
|
|
A =
|
Allocated Value for the affected Asset
|
|
B =
|
Correct Net Revenue Interest for the affected Asset
|
|
C =
|
Net Revenue Interest for the affected Asset as set forth on
Exhibit C
;
|
SELLER:
|
|||
SAMSON OIL AND GAS USA, INC.
|
|||
By:
|
/s/ Robyn Lamont
|
||
Robyn Lamont
|
|||
Chief Financial Officer
|
|||
BUYERS:
|
|||
PRIMA EXPLORATION, INC.
|
|||
By:
|
/s/ Donald J. Law
|
||
Donald J. Law
|
|||
President
|
|||
POWDER MORNING, LLC
|
|||
By:
|
/s/ Donald J. Law
|
||
Donald J. Law
|
|||
Manager
|
|||
KAB ACQUISITION LLLP-IX
|
|||
Breitenbach Petroleum Corporation,
|
|||
its General Partner
|
|||
By:
|
/s/ Kenneth Breitenbach
|
||
Kenneth Breitenbach
|
|||
President
|
MORSE ENERGY PARTNERS II LLC
|
||
By:
|
/s/ Brent J. Morse
|
|
Brent J. Morse
|
||
Manager
|
||
APPLE CREEK LLC
|
||
By:
|
/s/ Jay T. Sperr
|
|
Jay T. Sperr
|
||
Manager
|
||
BLACKLAND PETROLEUM, LLC
|
||
By:
|
/s/ Kendall L. Read
|
|
Kendall L. Read
|
||
Manager
|
Article I. AGREEMENT FOR PURCHASE AND SALE
|
2
|
Section 1.1
Agreement for Purchase and Sale
|
2
|
Section 1.2
Access to Records
|
3
|
Section 1.3
On-Site Inspection
|
3
|
Section 1.4
Confidentiality
|
4
|
Section 1.5
Disclaimer
|
5
|
Section 1.6
Purchase Price for Initial Leases
|
5
|
Section 1.7
Conditions Precedent to Closing
|
5
|
Section 1.8
Closing
|
6
|
Section 1.9
Termination
|
7
|
Section 1.10
Liabilities Upon Termination
|
7
|
Section 1.11
In-Process Leases
|
8
|
Section 1.12
Option to Exclude River Acreage
|
8
|
Section 1.13
Option to Purchase Additional Acreage
|
8
|
Section 1.14
Sales by Buyer of Block A Purchased Acreage
|
10
|
Section 1.15
Tag-Along Right
|
10
|
Article II. TITLE MATTERS
|
11
|
Section 2.1
Certain Definitions
|
11
|
Section 2.2
Title Defect
|
12
|
Section 2.3
Consents
|
13
|
Section 2.4
Special Warranty of Title; Subrogation of Warranties
|
14
|
Section 2.5
Title Benefit
|
14
|
Article III. DRILLING COMMITMENT
|
14
|
Section 3.1
Initial Test Wells
|
14
|
Section 3.2
Force Majeure
|
17
|
Section 3.3
Additional Drilling
|
17
|
Article IV. SELLER’S PARTICIPATION OPTION
|
18
|
Section 4.1
Seller’s Participation Option
|
18
|
Article V. AREA OF MUTUAL INTEREST
|
19
|
Section 5.1
Area of Mutual Interest
|
19
|
Section 5.2
Marketing AMI Leases to Third Parties
|
21
|
Section 5.3
Seller’s AMI Option
|
21
|
Section 5.4
Mattelin Property
|
21
|
Article VI. OPERATORSHIP
|
22
|
Section 6.1
Joint Operating Agreement
|
22
|
Article VII. SELLER’S REPRESENTATIONS AND WARRANTIES
|
22
|
Section 7.1
Seller’s Representations and Warranties
|
22
|
Article VIII. BUYER’S REPRESENTATIONS AND WARRANTIES
|
24
|
Section 8.1
Buyer’s Representations And Warranties
|
24
|
Article IX. POST-CLOSING OBLIGATIONS
|
25
|
Section 9.1
Post-Closing Obligations
|
25
|
Article X. DISCLAIMERS
|
25
|
Section 10.1
Disclaimer; Title; Condition and Fitness of the Properties
|
25
|
Section 10.2
Information About the Properties
|
Article XI. MISCELLANEOUS
|
26
|
Section 11.1
Exhibits and Schedules
|
26
|
Section 11.2
Expenses
|
26
|
Section 11.3
Notices
|
26
|
Section 11.4
Amendments
|
28
|
Section 11.5
Headings
|
28
|
Section 11.6
Counterparts/Fax Signatures
|
28
|
Section 11.7
References
|
28
|
Section 11.8
Governing Law; Wavier of Jury Trial
|
28
|
Section 11.9
Arbitration
|
28
|
Section 11.10
Entire Agreement
|
29
|
Section 11.11
Binding Effect
|
29
|
Section 11.12
No Third-Party Beneficiaries
|
29
|
Section 11.13
Survival
|
29
|
Section 11.14
Waiver
|
29
|
Section 11.15
Limitation on Damages
|
30
|
Section 11.16
Severability
|
30
|
Section 11.17
Announcements
|
30
|
Section 11.18
Transfer Taxes and Recording Fees
|
30
|
Section 11.19
Relationship of the Parties
|
30
|
Section 11.20
Further Assurances
|
30
|
Exhibit A
|
Plat of Block A
|
Exhibit B
|
Initial Acreage
|
Exhibit C
|
Initial Leases (WI and Net Acres)
|
Exhibit D
|
Form of Assignment
|
Exhibit E
|
AMI
|
Exhibit F
|
JOA
|
Exhibit G
|
Technical Requirements
|
Exhibit H
|
In-Process Leases
|
Exhibit I
|
Mattelin Leases
|
Acreage Deficiency
|
13
|
Acreage Participation Option
|
18
|
Actual Acres
|
13
|
Affected Party
|
17
|
Agreement
|
1
|
AMI
|
19
|
AMI Assignment
|
20
|
AMI Leases
|
19
|
AMI Purchase Price
|
20
|
AMI Term
|
19
|
Area of Mutual Interest
|
19
|
Assignment
|
6
|
BIA
|
7
|
Block A
|
1
|
Block A Purchased Acreage
|
9
|
Buyer
|
1
|
Buyer’s Drilling Costs
|
17
|
Claims
|
4
|
Closing
|
6
|
Closing Date
|
6
|
Closing Statement
|
5
|
Cure Period
|
13
|
Defensible Title
|
11
|
Divestiture
|
9
|
Divestiture Agreement
|
10
|
Divestiture Lands
|
10
|
Divestiture Offer
|
10
|
Drilling and Completion
|
17
|
Due Diligence Materials
|
4
|
Effective Date
|
1
|
Environmental Assessment
|
3
|
Environmental Defect
|
3
|
Environmental Defect Notice
|
3
|
First Test Well
|
14
|
Force Majeure
|
17
|
Fort Peck AMI Agreement
|
12
|
Hull Lease
|
16
|
Initial Acreage
|
2
|
Initial Leases
|
2
|
In-Process Leases
|
7
|
Intended Acres
|
13
|
Intended Initial Net Acres
|
2
|
Joint Operating Agreement
|
22
|
Lease Burdens
|
2
|
Mattelin Lease
|
21
|
Net Acre Deficit
|
8
|
Net Acre Surplus
|
8
|
Net Acres
|
2
|
Net Revenue Interest
|
11
|
Non-Acquiring Party
|
20
|
Objective Depth
|
14
|
Option
|
8
|
Option Acres
|
9
|
Option Allowance
|
8
|
Option Closing Date
|
9
|
Option Closing Statement
|
9
|
Option Exercise Notice
|
9
|
Option Lease
|
9
|
Option Price
|
9
|
Option Termination Date
|
9
|
Optional Acreage
|
9
|
Opt-Out Lands
|
19
|
Participating Interest
|
20
|
Parties
|
1
|
Party
|
1
|
Permitted Encumbrances
|
11
|
Production Notice
|
17
|
Property Records
|
3
|
Prospective Purchaser
|
10
|
Purchase Price
|
5
|
Remaining Acreage
|
8
|
Remaining Block A Purchased Acreage
|
18
|
Replaced Lease(s)
|
8
|
Restricted Period
|
10
|
Second Test Well
|
15
|
Seller
|
1
|
Stabilized Production
|
17
|
Stimulation Well
|
21
|
Substitute Well
|
15
|
Substitution Lease
|
8
|
Substitution Notice
|
8
|
Substitution Period
|
8
|
Tag-Along Right
|
10
|
Target Lands
|
19
|
Target Lease Terms
|
19
|
Target Meeting
|
SELLER
:
|
|
FORT PECK ENERGY COMPANY, LLC,
a Delaware limited liability company
|
|
By:
|
Native American Resource Partners, LLC, as Manager
|
By:
|
/s/ John P. Jurrius
|
Name: John P. Jurrius
|
|
Title: President and Chief Executive Officer
|
BUYER
:
|
|
SAMSON OIL AND GAS USA MONTANA, INC.,
a Colorado corporation
|
|
By:
|
/s/ Terence Barr
|
Name: Terence Barr
|
|
Title: President and Chief Executive Officer
|
Year to Year CVWAP increase
|
Minimum Percentage of Target
Bonus Payable
|
Less than 24.99%
|
Nil to 24.99%
|
25.00% to 49.99%
|
25.00% to 49.99%
|
50.00 % to 99.99%
|
50.00% to 99.99%
|
100%
|
100%
|
Greater than 100%
|
100%
|
|
(a)
|
If (i) Employee is a “specified person” on the date of Employee’s “separation from service” within the meaning of Sections 409A(a)(2)(A)(i) and 409A(a)(2)(B)(ii) of the Code, and (ii) as a result of such separation from service Employee would receive any payment that, absent the application of this paragraph, would be subject to the interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be made prior to the date that is the earliest of: (i) six (6) months after Employee’s separation from service and (ii) Employee’s date of death.
|
|
(b)
|
Any payments that are delayed pursuant to Section 5.7(a) shall be paid on the earlier of the two dates described therein.
|
|
(c)
|
Sections 5.4(a) and (b) shall not apply to any payment if and to the maximum extent that that such payment would be a payment under a separation pay plan following an “involuntary separation from service” (as defined in Treasury Regulation Section 1.409A-1(n)) that does not provide for a deferral of compensation by reason of the application of Treasury Regulation Section 1.409A-1(b)(9)(iii). For the avoidance of doubt, the parties agree that this Section 5.7(c) shall be interpreted so that Employee will receive payments during the six (6) month period specified in Section 5.2(a) to the maximum amount permitted by Treasury Regulation Section 1.409A-1(b)(9)(iii).
|
|
(d)
|
If a payment that could be made under this Agreement would be subject to additional taxes and interest under Section 409A of the Code, Company in its sole discretion may accelerate some or all of a payment otherwise payable under the Agreement to the time at which such amount is includable in the income of Employee, provided that such acceleration shall only be permitted to the extent permitted under Treasury Regulation Section 1.409A-3(j)(vii) and the amount of such acceleration does not exceed the amount permitted under Treasury Regulation Section 1.409A-3(j)(vii).
|
|
(e)
|
No payment to be made under this Agreement shall be made at a time earlier than that provided for in this Agreement unless such payment is (i) an acceleration of payment permitted to be made under Treasury Regulation Section 1.409A-3(j)(4) or (ii) a payment that would otherwise not be subject to additional taxes and interest under Section 409A of the Code.
|
|
(f)
|
A payment described in Section 4.4 of this Agreement shall be made only if such payment will not be subject to additional taxes and interest under Section 409A of the Code.
|
|
(g)
|
No payment shall be made pursuant to Section 2.3 of this Agreement unless such payment would not constitute a deferral of compensation pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v).
|
8.
|
Successors and Assigns
.
|
9.
|
Severability
. The invalidity of any portion of this Agreement shall not affect the enforceability of the remaining portions of this Agreement. If any provision of this Agreement shall be declared invalid, this Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, or section or sections had not been inserted. If such invalidity is caused by length of time or size of area, or both, the otherwise invalid provision will be reduced to a period or area that would cure such invalidity.
|
10.
|
Waivers
. The waiver by either party hereto of a breach or violation of any term or provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation.
|
11.
|
No Third Party Beneficiary
. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person (other than the parties hereto and, in the case of Employee, his heirs, personal representative(s) and/or legal representative) any rights or remedies under or by reason of this Agreement.
|
12.
|
Governing Law
. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to principles of conflict of laws.
|
13.
|
Survival
. Employee’s obligations under Section 5 hereof shall not terminate upon the termination of employment or the termination of this Agreement but shall continue in accordance with their terms set forth herein.
|
14.
|
Counterparts and Facsimile Signatures
. This Agreement may be executed in one or more counterparts and by the separate parties hereto in separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. Telecopies or other electronic facsimiles of original signatures shall be deemed to be the same as original signatures for all purposes.
|
COMPANY:
|
||
SAMSON OIL AND GAS USA, INC.
|
||
By:
|
/s/ Robyn Lamont
|
|
Robyn Lamont, Vice President-Finance
|
||
PARENT:
|
||
SAMSON OIL AND GAS LIMITED
|
||
By:
|
/s/ Victor Rudenno
|
|
Victor Rudenno, Director
|
||
Attest:
|
/s/ Denis Rakich
|
|
Denis Rakich, Secretary
|
||
EMPLOYEE:
|
||
By:
|
/s/ Terence M. Barr
|
|
Terence M. Barr
|
USD
|
||||
Base Salary
|
366,891 | |||
Automobile Lease
|
14,761 | |||
Automobile Running Costs
|
5,150 | |||
Spousal Travel
|
20,000 | |||
TOTAL SALARY
|
406,802 | |||
Estimated cost of Additional Benefits
|
||||
USD
|
||||
401(k) matching funds
|
14,700 | |||
Employer cost of health insurance
|
18,498 | |||
TOTAL COST OF EMPLOYEE COMPENSATION
|
440,000 |
Year to Year CVWAP increase
|
Minimum Percentage of Target
Bonus Payable
|
Less than 24.99%
|
Nil to 24.99%
|
25.00% to 49.99%
|
25.00% to 49.99%
|
50.00 % to 99.99%
|
50.00 % to 99.99%
|
100%
|
100%
|
Greater than 100%
|
100%
|
(a)
|
If (i) Employee is a “specified person” on the date of Employee’s “separation from service” within the meaning of Sections 409A(a)(2)(A)(i) and 409A(a)(2)(B)(ii) of the Code, and (ii) as a result of such separation from service Employee would receive any payment that, absent the application of this paragraph, would be subject to the interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be made prior to the date that is the earliest of: (i) six (6) months after Employee’s separation from service and (ii) Employee’s date of death.
|
(b)
|
Any payments that are delayed pursuant to Section 5.7(a) shall be paid on the earlier of the two dates described therein.
|
(c)
|
Sections 5.4(a) and (b)
shall not apply to any payment if and to the maximum extent that that such payment would be a payment under a separation pay plan following an “involuntary separation from service” (as defined in Treasury Regulation Section 1.409A-1(n)) that does not provide for a deferral of compensation by reason of the application of Treasury Regulation Section 1.409A-1(b)(9)(iii). For the avoidance of doubt, the parties agree that this Section 5.7(c) shall be interpreted so that Employee will receive payments during the six (6) month period specified in Section 5.2(a) to the maximum amount permitted by Treasury Regulation Section 1.409A-1(b)(9)(iii).
|
(d)
|
If a payment that could be made under this Agreement would be subject to additional taxes and interest under Section 409A of the Code, Company in its sole discretion may accelerate some or all of a payment otherwise payable under the Agreement to the time at which such amount is includable in the income of Employee, provided that such acceleration shall only be permitted to the extent permitted under Treasury Regulation Section 1.409A-3(j)(vii) and the amount of such acceleration does not exceed the amount permitted under Treasury Regulation Section 1.409A-3(j)(vii).
|
(e)
|
No payment to be made under this Agreement shall be made at a time earlier than that provided for in this Agreement unless such payment is (i) an acceleration of payment permitted to be made under Treasury Regulation Section 1.409A-3(j)(4) or (ii) a payment that would otherwise not be subject to additional taxes and interest under Section 409A of the Code.
|
(f)
|
A payment described in Section 4.4 of this Agreement shall be made only if such payment will not be subject to additional taxes and interest under Section 409A of the Code.
|
(g)
|
No payment shall be made pursuant to Section 2.3 of this Agreement unless such payment would not constitute a deferral of compensation pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v).
|
If to Company:
|
|
1331 17
th
Street, Suite 710,
|
|
Denver CO 80202
|
|
Attention: Terence Barr
|
|
Facsimile: (303) 295-1961
|
|
If to Employee:
|
|
Robyn Lamont
|
|
at address shown on
|
|
Company’s personnel records
|
8.
|
Successors and Assigns
.
|
9.
|
Severability
. The invalidity of any portion of this Agreement shall not affect the enforceability of the remaining portions of this Agreement. If any provision of this Agreement shall be declared invalid, this Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, or section or sections had not been inserted. If such invalidity is caused by length of time or size of area, or both, the otherwise invalid provision will be reduced to a period or area that would cure such invalidity.
|
10.
|
Waivers
. The waiver by either party hereto of a breach or violation of any term or provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation.
|
11.
|
No Third Party Beneficiary
. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person (other than the parties hereto and, in the case of Employee, her heirs, personal representative(s) and/or legal representative) any rights or remedies under or by reason of this Agreement.
|
12.
|
Governing Law
. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to principles of conflict of laws.
|
13.
|
Survival
. Employee’s obligations under Section 5 hereof shall not terminate upon the termination of employment or the termination of this Agreement but shall continue in accordance with their terms set forth herein.
|
14.
|
Counterparts and Facsimile Signatures
. This Agreement may be executed in one or more counterparts and by the separate parties hereto in separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. Telecopies or other electronic facsimiles of original signatures shall be deemed to be the same as original signatures for all purposes.
|
COMPANY:
|
||
SAMSON OIL AND GAS USA, INC.
|
||
By:
|
/s/ Terry Barr
|
|
Terry Barr, CEO & Managing Director
|
EMPLOYEE:
|
||
By:
|
/s/ Robyn Lamont
|
|
Robyn Lamont
|
USD
|
||||
Base Salary
|
209,930 | |||
Automobile Lease
|
2,333 | |||
Automobile Running Costs
|
4,900 | |||
TOTAL SALARY
|
217,163 | |||
Estimated cost of Additional Benefits
|
||||
USD
|
||||
401 (k) matching funds
|
12,596 | |||
Employer cost of health insurance
|
3,250 | |||
TOTAL COST OF EMPLOYEE COMPENSATION
|
233,009 |
(a)
|
If (i) Employee is a “specified person” on the date of Employee’s “separation from service” within the meaning of Sections 409A(a)(2)(A)(i) and 409A(a)(2)(B)(ii) of the Code, and (ii) as a result of such separation from service Employee would receive any payment that, absent the application of this paragraph, would be subject to the interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be made prior to the date that is the earliest of: (i) six (6) months after Employee’s separation from service and (ii) Employee’s date of death.
|
(b)
|
Any payments that are delayed pursuant to Section 5.7(a) shall be paid on the earlier of the two dates described therein.
|
(c)
|
Sections 5.4(a) and (b) shall not apply to any payment if and to the maximum extent that that such payment would be a payment under a separation pay plan following an “involuntary separation from service” (as defined in Treasury Regulation Section 1.409A-1(n)) that does not provide for a deferral of compensation by reason of the application of Treasury Regulation Section 1.409A-1(b)(9)(iii). For the avoidance of doubt, the parties agree that this Section 5.7(c) shall be interpreted so that Employee will receive payments during the six (6) month period specified in Section 5.2(a) to the maximum amount permitted by Treasury Regulation Section 1.409A-1(b)(9)(iii).
|
(d)
|
If a payment that could be made under this Agreement would be subject to additional taxes and interest under Section 409A of the Code, Company in its sole discretion may accelerate some or all of a payment otherwise payable under the Agreement to the time at which such amount is includable in the income of Employee, provided that such acceleration shall only be permitted to the extent permitted under Treasury Regulation Section 1.409A-3(j)(vii) and the amount of such acceleration does not exceed the amount permitted under Treasury Regulation Section 1.409A-3(j)(vii).
|
(e)
|
No payment to be made under this Agreement shall be made at a time earlier than that provided for in this Agreement unless such payment is (i) an acceleration of payment permitted to be made under Treasury Regulation Section 1.409A-3(j)(4) or (ii) a payment that would otherwise not be subject to additional taxes and interest under Section 409A of the Code.
|
(f)
|
A payment described in Section 4.4 of this Agreement shall be made only if such payment will not be subject to additional taxes and interest under Section 409A of the Code.
|
(g)
|
No payment shall be made pursuant to Section 2.3 of this Agreement unless such payment would not constitute a deferral of compensation pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v).
|
8.
|
Successors and Assigns
.
|
9.
|
Severability
. The invalidity of any portion of this Agreement shall not affect the enforceability of the remaining portions of this Agreement. If any provision of this Agreement shall be declared invalid, this Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, or section or sections had not been inserted. If such invalidity is caused by length of time or size of area, or both, the otherwise invalid provision will be reduced to a period or area that would cure such invalidity.
|
10.
|
Waivers
. The waiver by either party hereto of a breach or violation of any term or provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation.
|
11.
|
No Third Party Beneficiary
. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person (other than the parties hereto and, in the case of Employee, his heirs, personal representative(s) and/or legal representative) any rights or remedies under or by reason of this Agreement.
|
12.
|
Governing Law
. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to principles of conflict of laws.
|
13.
|
Survival
. Employee’s obligations under Section 5 hereof shall not terminate upon the termination of employment or the termination of this Agreement but shall continue in accordance with their terms set forth herein.
|
14.
|
Counterparts and Facsimile Signatures
. This Agreement may be executed in one or more counterparts and by the separate parties hereto in separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. Telecopies or other electronic facsimiles of original signatures shall be deemed to be the same as original signatures for all purposes.
|
COMPANY:
|
||
SAMSON OIL AND GAS USA, INC.
|
||
By:
|
/s/ Terry Barr
|
|
Terry Barr, CEO & Managing Director
|
||
EMPLOYEE:
|
||
By:
|
/s/ David Ninke
|
|
David Ninke
|
USD
|
||||
Base Salary
|
276,717 | |||
TOTAL SALARY
|
276,717 | |||
Estimated cost of Additional Benefits
|
||||
USD
|
||||
401 (k) matching funds
|
14,700 | |||
Employer cost of health insurance
|
10,583 | |||
TOTAL COST OF EMPLOYEE COMPENSATION
|
302,000 |
(a)
|
If (i) Employee is a “specified person” on the date of Employee’s “separation from service” within the meaning of Sections 409A(a)(2)(A)(i) and 409A(a)(2)(B)(ii) of the Code, and (ii) as a result of such separation from service Employee would receive any payment that, absent the application of this paragraph, would be subject to the interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be made prior to the date that is the earliest of: (i) six (6) months after Employee’s separation from service and (ii) Employee’s date of death.
|
(b)
|
Any payments that are delayed pursuant to Section 5.7(a) shall be paid on the earlier of the two dates described therein.
|
(c)
|
Sections 5.4(a) and (b) shall not apply to any payment if and to the maximum extent that that such payment would be a payment under a separation pay plan following an “involuntary separation from service” (as defined in Treasury Regulation Section 1.409A-1(n)) that does not provide for a deferral of compensation by reason of the application of Treasury Regulation Section 1.409A-1(b)(9)(iii). For the avoidance of doubt, the parties agree that this Section 5.7(c) shall be interpreted so that Employee will receive payments during the six (6) month period specified in Section 5.2(a) to the maximum amount permitted by Treasury Regulation Section 1.409A-1(b)(9)(iii).
|
(d)
|
If a payment that could be made under this Agreement would be subject to additional taxes and interest under Section 409A of the Code, Company in its sole discretion may accelerate some or all of a payment otherwise payable under the Agreement to the time at which such amount is includable in the income of Employee, provided that such acceleration shall only be permitted to the extent permitted under Treasury Regulation Section 1.409A-3(j)(vii) and the amount of such acceleration does not exceed the amount permitted under Treasury Regulation Section 1.409A-3(j)(vii).
|
(e)
|
No payment to be made under this Agreement shall be made at a time earlier than that provided for in this Agreement unless such payment is (i) an acceleration of payment permitted to be made under Treasury Regulation Section 1.409A-3(j)(4) or (ii) a payment that would otherwise not be subject to additional taxes and interest under Section 409A of the Code.
|
(f)
|
A payment described in Section 4.4 of this Agreement shall be made only if such payment will not be subject to additional taxes and interest under Section 409A of the Code.
|
(g)
|
No payment shall be made pursuant to Section 2.3 of this Agreement unless such payment would not constitute a deferral of compensation pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v).
|
8.
|
Successors and Assigns
.
|
9.
|
Severability
. The invalidity of any portion of this Agreement shall not affect the enforceability of the remaining portions of this Agreement. If any provision of this Agreement shall be declared invalid, this Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, or section or sections had not been inserted. If such invalidity is caused by length of time or size of area, or both, the otherwise invalid provision will be reduced to a period or area that would cure such invalidity.
|
10.
|
Waivers
. The waiver by either party hereto of a breach or violation of any term or provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation.
|
11.
|
No Third Party Beneficiary
. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person (other than the parties hereto and, in the case of Employee, his heirs, personal representative(s) and/or legal representative) any rights or remedies under or by reason of this Agreement.
|
12.
|
Governing Law
. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to principles of conflict of laws.
|
13.
|
Survival
. Employee’s obligations under Section 5 hereof shall not terminate upon the termination of employment or the termination of this Agreement but shall continue in accordance with their terms set forth herein.
|
14.
|
Counterparts and Facsimile Signatures
. This Agreement may be executed in one or more counterparts and by the separate parties hereto in separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. Telecopies or other electronic facsimiles of original signatures shall be deemed to be the same as original signatures for all purposes.
|
COMPANY:
|
||
SAMSON OIL AND GAS USA, INC.
|
||
By:
|
/s/ Terry Barr
|
|
Terry Barr, CEO & Managing Director
|
||
EMPLOYEE:
|
||
By:
|
/s/ Daniel Gralla
|
|
Daniel Gralla
|
USD
|
||||
Base Salary
|
265,300 | |||
TOTAL SALARY
|
265,300 | |||
Estimated cost of Additional Benefits
|
||||
USD
|
||||
401 (k) matching funds
|
14,700 | |||
TOTAL COST OF EMPLOYEE COMPENSATION
|
280,000 |
Very truly yours,
|
|
/s/ Robert Gardner
|
|
Robert Gardner
|
|
1.
|
I have reviewed this annual report on Form 10-K of Samson Oil & Gas Limited;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
|
4.
|
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
|
|
5.
|
The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
|
/s/
TERENCE M. BARR
|
|
Terence M. Barr
|
|
President, Chief Executive Officer and Managing Director
|
|
September 13, 2011
|
1.
|
I have reviewed this annual report on Form 10-K of Samson Oil & Gas Limited;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
4.
|
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
|
5.
|
The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
|
/s/ ROBYN LAMONT
|
|
Robyn Lamont
|
|
Chief Financial Officer
|
|
September 13, 2011
|
/s/ TERENCE M. BARR
|
|
Terence M. Barr
|
|
President, Chief Executive Officer and Managing Director
|
|
September 13, 2011
|
|
/s/ ROBYN LAMONT
|
|
Robyn Lamont
|
|
Chief Financial Officer
|
|
September 13, 2011
|
SEC PARAMETERS
Estimated Net Reserves and Income Data
Certain Leasehold and Royalty Interests of
Samson Oil & Gas USA Inc.
June 30, 2011
|
||||||||||||
Proved | ||||||||||||
Developed
|
Total
|
|||||||||||
Producing
|
Undeveloped
|
Proved
|
||||||||||
Net Remaining Reserves
|
||||||||||||
Oil/Condensate – Barrels
|
454,553 | 41,533 | 496,086 | |||||||||
Gas – MMCF
|
1,274 | 37 | 1,311 | |||||||||
Income Data
|
||||||||||||
Future Gross Revenue
|
$ | 38,235,647 | $ | 3,109,462 | $ | 41,345,109 | ||||||
Deductions
|
10,134,502 | 1,923,295 | 12,057,797 | |||||||||
Future Net Income (FNI)
|
$ | 28,101,145 | $ | 1,186,167 | $ | 29,287,312 | ||||||
Discounted FNI @ 10%
|
$ | 16,766,656 | $ | 529,389 | $ | 17,296,045 |
Discounted Future Net Income | ||||||
June 30, 2011 | ||||||
Discount Rate
|
Total
|
|||||
Percent
|
Proved
|
|||||
5 | $ | 21,480,338 | ||||
12 | $ | 16,118,279 | ||||
15 | $ | 14,680,756 | ||||
18 | $ | 13,530,130 |
Geographic
Area
|
Product
|
Price
Reference
|
Avg Benchmark
Prices
|
Avg Realized
Prices
|
United States
|
Oil/Condensate
|
WTI Cushing
|
$90.09/Bbl
|
$81.04/Bbl
|
Gas
|
Henry Hub
NYMEX
|
$4.21/MMBTU
|
$4.61/MCF
|
|
Very truly yours,
RYDER SCOTT COMPANY, L.P.
TBPE Firm Registration No. F-1580
/s/ Richard J. Marshall
Richard J. Marshall, P.E.
Vice President
|