Exhibit 1.1

SUBSCRIPTION AGREEMENT

This Subscription Agreement (this “ Agreement ”), is dated as of April 12, 2016, between Samson Oil & Gas Limited, an Australian corporation (the “ Company ”), and the Purchaser identified on the signature pages hereto (together with its successors and assigns, “ Purchaser ”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement filed pursuant to the Securities Act (as defined below), the Company desires to issue and sell to Purchaser, and Purchaser desires to purchase from the Company, Ordinary Shares (as defined below) as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and Purchaser agree as follows:

ARTICLE I
DEFINITIONS

1.1 Definitions . In addition to the terms defined elsewhere in this Agreement the following terms have the meanings set forth in this Section 1.1 :

“ American Depositary Shares ” or “ ADSs ” shall mean the American Depositary Shares equivalent to two hundred (200) of the Company’s Ordinary Shares that are listed and trade on the NYSE MKT under the trading symbol “SSN”.

“ Affiliate ” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person (as such terms are used in and construed under Rule 405 of the Securities Act). With respect to Purchaser, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as Purchaser will be deemed to be an Affiliate of Purchaser.

“ Account Agent ” shall have the meaning ascribed to such term in Section 2.1 of this Agreement.

“ Account Agreement ” shall have the meaning ascribed to such term in Section 2.1 of this Agreement.

“ Closing ” means the closing of the Offering on the Closing Date pursuant to Section 2.1 of this Agreement.

“ Closing Date ” means the date of this Agreement unless another date is mutually agreed to by the parties.

“ Commission ” means the U.S. Securities and Exchange Commission.

“ Depositary ” shall have the meaning ascribed to such term in Section 2.2 .

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Lien ” means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction (other than, in the case of the Securities, restrictions provided in the Transaction Documents or as otherwise agreed or imposed by Purchaser).

“ Material Adverse Effect ” means any material adverse effect on (a) the enforceability of any Transaction Document or (b) the Company’s ability to perform in any material respect its obligations under any Transaction Document, other than any such effect that resulted primarily from (i) any change in the United States or foreign economies or securities or financial markets in general, (ii) any change that generally affects the oil and gas industry, or (iii) any change arising in connection with natural disasters, hostilities, acts of war, sabotage or terrorism or military actions.

“ Material Permits ” shall have the meaning ascribed to such term in Section 3.1(l) of this Agreement.

“ Offering ” shall have the meaning ascribed to such term in Section 2.1 of this Agreement.

“ Ordinary Shares ” means the Ordinary Shares of the Company, which trade on the ASX under the symbol “SSN”, and any other class of securities into which such securities may hereafter be reclassified or changed.

“ Ordinary Share Equivalents ” means any securities of the Company or the Subsidiaries that would entitle the holder thereof, pursuant to the terms of such securities, to acquire at any time Ordinary Shares, including, without limitation, ADSs, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.

“ Person ” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“ Press Release ” shall have the meaning ascribed to such term in Section 4.4 of this Agreement.

“ Proceeding ” means any civil or criminal action, claim, suit, arbitration, investigation or proceeding.

“ Prospectus ” means the base prospectus filed with the Registration Statement.

“Prospectus Supplement ” means the prospectus supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed and delivered by the Company to Purchaser prior to the execution and delivery of this Agreement, including the documents incorporated by reference therein.

“ Purchaser Party ” shall have the meaning ascribed to such term in Section 4.6 of this Agreement.

“ Registration Statement ” means the effective registration statement on Form S-3 (Commission File No. 333-207306) filed by the Company with the Commission pursuant to the Securities Act for the registration of the Securities, as such Registration Statement may be amended and supplemented from time to time (including pursuant to Rule 462(b) of the Securities Act), including all documents filed as part thereof or incorporated by reference therein, and including all information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B of the Securities Act.

“ Required Approvals ” shall have the meaning ascribed to such term in Section 3.1(e) of this Agreement.

“ SEC Reports ” shall have the meaning ascribed to such term in Section 3.1(h) of this Agreement.

“ Securities ” means the Ordinary Shares and the ADSs for which the Ordinary Shares may be exchanged.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Subscription Amount ” means the aggregate amount to be paid in immediately available funds for the Ordinary Shares purchased hereunder as set forth on Exhibit A of this Agreement. The Subscription Amount is defined in U.S. dollars.

“ Subsidiary ” shall have the meaning ascribed to such term in Section 3.1(a) of this Agreement.

“ Transaction Documents ” means this Agreement and any other documents or agreements executed and delivered to Purchaser in connection with the transactions contemplated hereunder.

ARTICLE II
PURCHASE AND SALE

2.1 Purchase of Securities . At the Closing, upon the terms set forth herein, the Company shall sell, and Purchaser shall purchase the number of Ordinary Shares set forth on Exhibit A hereto at a price of $0.0037 per Ordinary Share ($0.74 per ADS) (the “ Purchase Price ”) by payment of the Subscription Amount (this “ Offering ”). Purchaser shall deliver to the Person designated as the account agent (the “ Account Agent ”) by the account agreement of even date herewith (the “ Account Agreement ”) via wire transfer immediately available funds equal to the Subscription Amount and the Company shall issue to Purchaser its Ordinary Shares and the other items set forth in Section 2.3 of this Agreement deliverable at the Closing on the Closing Date. The Ordinary Shares will be issued in uncertificated form and will be registered in the name of Purchaser with the Company’s share registry, Security Transfer Registrars, 770 Canning Highway, Applecross, Western Australia 6153, telephone +618 9315 2333. The Closing shall occur at 4:30 p.m., Denver time, at the offices of Davis Graham & Stubbs LLP, 1550 17 ^th St, Denver CO, 80202, or such other time and location as the parties shall mutually agree.

2.2 Exchange of Ordinary Shares for ADSs . Purchaser shall indicate on Exhibit A to this Agreement whether Purchaser wishes to receive the Ordinary Shares or exchange those Ordinary Shares, which are traded on the ASX, for ADSs, which are traded on the NYSE MKT. Ordinary Shares purchased in this Offering by Purchasers who have so requested ADSs shall be delivered on the Closing Date to the depositary for the ADSs, The Bank of New York Mellon (the “ Depositary ”), to be exchanged for ADSs, and Purchaser will execute all documents required by the Depositary to effect such exchange. The Depositary is expected to deliver ADSs to Purchaser through The Depository Trust Company no later than three business days after the Closing Date. Upon written confirmation from Samson of the delivery to Purchaser of the ADSs (or of the Ordinary Shares if Purchaser so elects), the Account Agent shall release Purchaser’s funds to the Company. The Company will pay the ADS exchange fees charged by the Depositary for the exchange of Purchaser’s Ordinary Shares at the time of this Offering. No fractional shares will be issued upon exchange of Ordinary Shares for ADSs.

2.3 Deliveries; Closing Conditions .

(a) At or before Closing, the Company shall deliver or cause to be delivered to Purchaser the following:

(i) evidence of the issuance of a number of Ordinary Shares corresponding to Purchaser’s Subscription Amount, registered in the name of Purchaser;

(ii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act);

(iv) if the Purchaser has elected to receive ADSs, evidence of (A) remittance of Purchaser’s Ordinary Shares to the Depositary and (B) instructions to the Depositary to issue ADSs to Purchaser in an amount equal to one two hundredth of the number of Ordinary Shares purchased by Purchaser;

(v) an executed Account Agreement;

(vi) a certificate, dated as of the Closing Date, signed by an authorized officer of the Company, certifying (1) that the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date, (2) that the constitution, bylaws or other organizational or charter documents of the Company on file with the Commission are true and complete, have not been modified, and are in full force and effect; (3) that the resolutions of the Company’s board of directors relating to the Offering are in full force and effect and have not been amended or modified; and (4) as to the incumbency of the officers of the Company who have executed or will execute any of the Transaction Documents.

(b) At or before Closing, Purchaser shall deliver or cause to be delivered to the Account Agent:

(i) the Subscription Amount, payable in United States dollars, by wire transfer to the account specified in the Account Agreement; and

(ii) an executed Account Agreement.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company . Except as set forth in the SEC Reports, which shall qualify any representation or warranty otherwise made herein to the extent of such disclosure, the Company hereby makes the following representations and warranties set forth below to Purchaser as of the date hereof:

(a) Subsidiaries . All of the direct and indirect subsidiaries (each, a “ Subsidiary ”) of the Company are set forth on the Company’s most recently filed Annual Report on Form 10-K.

(b) Organization and Qualification . The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing (where such concept is recognized) under the laws of the jurisdiction of its incorporation or organization (as applicable), with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation or default of any of the provisions of its respective constitution, certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in a Material Adverse Effect and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification except where the revocation, limitation or curtailment could not have or reasonably be expected to result in a Material Adverse Effect.

(c) Authorization; Enforcement . The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of the Transaction Documents to which it is a party by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and no further corporate consent or action is required to be obtained by the Company, its board of directors or its shareholders in connection therewith other than the Required Approvals. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally; (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; (iii) insofar as indemnification and contribution provisions may be limited by applicable law and (iv) as limited through the exercise of supervisory or enforcement powers of applicable government authorities.

(d) No Conflicts . The execution, delivery and performance of the Transaction Documents by the Company, the issuance and sale of the Securities and the consummation by the Company of the other transactions contemplated hereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s constitution, certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, except as would not have or reasonably be expected to result in a Material Adverse Effect, or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected, except as would not have or reasonably be expected to result in a Material Adverse Effect.

(e) Filings, Consents and Approvals . The Company will obtain all necessary consents, waivers, authorizations and orders, and will give all notices to, and make all filings with, federal, state, local and other governmental authorities or other Persons, including, without limitation, the ASX and the NYSE MKT, in connection with the execution, delivery and performance by the Company of the Transaction Documents, including but not limited to the listing application with respect to the listing of the Ordinary Shares and ADSs required pursuant to Section 4.8 (collectively, the “ Required Approvals ”).

(f) Issuance of the Securities . The Ordinary Shares and the ADSs are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Ordinary Shares and the ADSs are being issued pursuant to the Registration Statement and their issuance has been registered by the Company pursuant to the Securities Act.

(g) Capitalization . All of the equity securities that have been issued by the Company since its most recently filed Form 10-Q have been disclosed in the SEC Reports, other than issuances pursuant to the exercise of employee stock options pursuant to the Company’s stock option plans, or pursuant to the conversion or exercise of Ordinary Share Equivalents outstanding as of the date of the most recently filed periodic report pursuant to the Exchange Act.

(h) SEC Reports; Financial Statements . The Company has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents required to be filed by it pursuant to the Securities Act and the Exchange Act, including, without limitation, pursuant to Section 13(a) or 15(d) of the Exchange Act, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “ SEC Reports ”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension.

(i) Material Changes; Undisclosed Events, Liabilities or Developments . Except as disclosed in the SEC Reports or in Company press releases, since the date of the latest financial statements included within the SEC Reports, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, and (iv) the Company has not issued any equity securities to any officer, director or Affiliate except pursuant to existing Company equity incentive and incentive compensation plans.

(j) Litigation . Except as disclosed in the SEC Reports, there is no Proceeding pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) is reasonably expected by the Company to result in a Material Adverse Effect. Except as disclosed in the SEC Reports, neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Proceeding involving a claim of violation of or liability under federal or state securities laws.

(k) Labor Relations . No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company which would reasonably be expected to result in a Material Adverse Effect.

(l) Regulatory Permits . Except as disclosed in the SEC Reports, (i) the Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except where the failure to possess such permits would not have or reasonably be expected to result in a Material Adverse Effect (“ Material Permits ”), and (ii) neither the Company nor any Subsidiary has received any notice of Proceedings relating to the revocation or modification of any Material Permit that would reasonably be expected to result in a Material Adverse Effect.

(m) Compliance with Registration Requirements; Prospectus and Disclosure . The Company meets the requirements for use of Form S-3 under the Securities Act (subject to the limitations imposed by General Instruction I.B.6), and the Securities have been duly registered under the Securities Act pursuant to the Registration Statement. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Securities Act. At the respective times the Prospectus or any amendment or supplement thereto was filed pursuant to Rule 424(b) or issued, neither the Prospectus nor any amendments or supplements thereto included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(n) Title to Assets . The Company and the Subsidiaries have good and marketable title to their oil and gas properties as disclosed in the SEC Reports except to the extent that any defect in or limitations on such title would not reasonably be expected to result in a Material Adverse Effect.

(o) Insurance . The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged.

(p) Certain Fees . No brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to this Offering except for the fees to be paid to Euro Pacific Capital Inc. as placement agent. The placement agent’s fee is equal to six percent of the gross proceeds raised in the offering, for a total of $83,921.

(q) Investment Company . The Company is not, and immediately after receipt of payment for the Securities will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(r) Listing and Maintenance Requirements . The ADSs are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the NYSE MKT. The Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the ADSs pursuant to the Exchange Act or their listing on the NYSE MKT. The Company has not received any notification or information suggesting that the Commission is contemplating termination of its registration, and, except as disclosed in a Form 8-K filed by the Company on March 16, 2016, the Company has not received any notification or information suggesting that the NYSE MKT is contemplating the termination of its listing.

(s) Disclosure . Except with respect to the material terms and conditions of the Transaction Documents, the Company confirms that it has not provided Purchaser with information that constitutes or might constitute, as of the Closing Date, material, non-public information which is not otherwise disclosed in the Prospectus Supplement. The Company understands and confirms that Purchaser will rely on the foregoing representation in effecting transactions in the Securities.

(t) Acknowledgment Regarding Purchaser . The Company acknowledges and agrees that Purchaser is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that Purchaser is not acting as a financial advisor to, or fiduciary of, the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and that any advice given by Purchaser or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to Purchaser’s purchase of the Securities.

(u) Shell Company Status . The Company is not, and has never been, an issuer identified in Rule 144(i)(1) of the Securities Act.

3.2 Representations and Warranties of the Purchaser . Purchaser hereby represents and warrants as of the execution and delivery of this Agreement on the date first above written in this Agreement to the Company as follows:

(a) Prospectus, Prospectus Supplement and SEC Reports . Purchaser (i) has received the Company’s Prospectus and Prospectus Supplement, (ii) confirms that Purchaser had full access to the Prospectus, the Prospectus Supplement and the information incorporated by reference therein and (iii) confirms that Purchaser was fully able to download, print, read and review such documents as well as all of the other SEC Reports.

(b) Organization; Authority . Purchaser has full right or corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of Purchaser. Each Transaction Document to which Purchaser, whether an individual or an entity, is a party has been duly executed by Purchaser, and when delivered by Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(c) No Intent to Take Over . Purchaser has no present actual intent to seek to effect, or to assist others in effecting, a hostile acquisition of the Company.

(d) Purchaser Status .

(i) Purchaser is it is an “accredited investor” as defined in Rule 501 of Regulation D promulgated by the Commission under the Securities Act;

(ii) Purchaser is a “U.S. person”, as that term is defined in Rule 902(k) of Regulation S promulgated by the Commission under the Securities Act.

(iii) Purchaser represents that (i) Purchaser has had no position, office or other material relationship within the past three years with the Company or persons known by Purchaser to be affiliates of the Company, (ii) Purchaser is not a FINRA member or an Associated Person (as such term is defined under FINRA Membership and Registration Rules) as of the date hereof, and (iii) neither Purchaser nor any group of investors (as identified in a public filing made with the Commission) of which Purchaser is a member, acquired, or obtained the right to acquire, 20% or more of the Common Stock (or securities convertible or exercisable for ordinary shares) or the voting power of the Company on a post-transaction basis.

(e) Experience of Purchaser . Purchaser, either alone or together with Purchaser’s representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities. Purchaser has had access to such information as Purchaser deemed necessary in order to conduct any due diligence Purchaser desired to do in connection with the purchase and sale of the Securities. Purchaser is able to bear the economic risk of an investment in the Securities and is able to afford a complete loss of such investment. Purchaser understands that nothing in the Agreement or any other materials presented to Purchaser in connection with the purchase and sale of the Securities constitutes legal, tax or investment advice. Purchaser acknowledges that Purchaser must rely on legal, tax and investment advisors of Purchaser’s own choosing in connection with its purchase of the Securities.

(f) No Government Review . Purchaser understands that no United States, Australian or other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities purchased hereunder.

(g) Beneficial Ownership . The parties agree that it is their mutual intent that, immediately following Purchaser’s purchase of Securities hereunder, Purchaser, together with its Affiliates, will not beneficially own more than 4.99% of the Company’s Ordinary Shares. For purposes hereof, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(h) Non-U.S. Purchasers . If Purchaser is, at the time of the purchase of the Securities or at any time thereafter, outside the United States, Purchaser will comply with all applicable laws and regulations in each foreign jurisdiction in which Purchaser purchases, offers, sells or delivers Securities or has in Purchaser’s possession or distributes any offering material relating to the Securities, in all cases at Purchaser’s own expense.

(i) Non-Disclosure and No Misuse . Purchaser represents that neither Purchaser nor any person acting on behalf of, or pursuant to any understanding with or based upon any information received from, Purchaser has, directly or indirectly, as of the date of this Subscription Agreement, engaged in any transactions in any of the Securities or violated its obligations of confidentiality with respect to the Offering since the time that the Investor was first contacted by any person with respect to this Offering. Purchaser further covenants that neither Purchaser nor any person acting on behalf of, or pursuant to any understanding with or based upon any information received from, Purchaser will engage in any such transactions or violate such confidentiality obligations prior to the public disclosure of this Offering by the Company.

ARTICLE IV
OTHER AGREEMENTS OF THE PARTIES

4.1 Further Approvals . The Company agrees that, if and to the extent that any further approvals or filings are required to complete this Offering or issue any of the Securities, it will take all steps necessary to make such filings or obtain such approvals immediately upon notice thereof.

4.2 SEC Reporting . Until Purchaser does not own Securities, the Company covenants (a) to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company pursuant to the Exchange Act and (b) not to terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination, other than in connection with a merger, consolidation or other acquisition in which the Company is not the surviving entity.

4.3 Securities Laws Disclosure; Publicity . The Company shall (a) issue a press release disclosing the material terms of the transactions contemplated hereby immediately following the Closing Date (the “ Press Release ”), and (b) file a Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby by the first business day following the Closing Date, which filing will include the Press Release. From and after the issuance of the Press Release and the filing of the Form 8-K, the Company acknowledges that Purchaser shall not be in possession of any material, non-public information received from the Company, any of its Subsidiaries or any of their respective officers, directors or employees that is not disclosed in the Press Release.

4.4 Use of Proceeds . The primary purpose of this Offering is to provide funds to enable to Company to fund the initial workover program for certain of the assets acquired by the Company on March 31, 2016.

4.5 Indemnification of Purchaser . Subject to the provisions of this Section 4.6 , the Company will indemnify and hold Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling Persons (each, a “ Purchaser Party ”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to any action instituted against Purchaser, or any of them or their respective Affiliates, by any shareholder of the Company who is not an Affiliate of Purchaser or any governmental or regulatory agency, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a material breach of Purchaser’s representations, warranties or covenants of the Transaction Documents or any agreements or understandings Purchaser may have with any such shareholder or any material violations by Purchaser of state or federal securities laws or any conduct by Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (i) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed or (ii) to the extent, but only to the extent, that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents.

4.6 Listing of Shares . The Company hereby agrees to use commercially reasonable efforts to maintain the listing of the Ordinary Shares and ADSs on the ASX and NYSE MKT, respectively, and the Company shall file an application to list all of ADSs on the NYSE MKT no later than the date of their issuance.

4.7 Certain Transactions and Confidentiality After the Date Hereof . Notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that Purchaser does not make any representation, warranty or covenant hereby that it will not engage in effecting transactions in the Securities or any other securities of the Company after the time that the transactions contemplated by this Agreement are publicly announced by the Press Release and the Form 8-K.

4.8 Future Sales of Securities . Purchaser will have no right of first refusal, right of participation or other rights with respect to any future offers or sales of Ordinary Shares, ADSs or other securities by the Company. Purchaser further acknowledges that, following the Offering, the Company may offer or sell other securities, including but not limited to the issuance or grant of (a) Ordinary Shares or ADSs upon the exercise of currently outstanding warrants or options, (b) options or other securities under the Company’s current or future incentive compensation plans, (c) bonds, debentures, long term promissory notes or other debt securities and (d) options, warrants or other equity derivative securities to lenders providing debt financing to the Company.

ARTICLE V
MISCELLANEOUS

5.1 Fees and Expenses . Each party shall pay the fees and expenses of its own advisors, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. Except as otherwise provided in this Agreement, Purchaser is solely responsible for payment of any transfer agent fees, Depositary fees, stamp taxes and other taxes and duties levied for the issuance, delivery or transfer of any Securities to Purchaser.

5.2 Entire Agreement . The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such subject matter, which the parties acknowledge have been merged into such documents, exhibits and schedules.

5.3 Notices . Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile or email at the facsimile number or the email address, respectively, set forth on the signature pages attached hereto prior to 5:30 p.m. (Colorado time) on a business day, (b) the next business day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a business day or later than 5:30 p.m. (Colorado time) on any business day, (c) the second business day following the date of mailing, if sent by nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.

5.4 Amendments; Waivers . No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Company and the holders of at least a majority of the Ordinary Shares purchased pursuant to this Agreement or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

5.5 Headings . The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

5.6 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of Purchaser (other than by merger). Purchaser may assign any or all of its rights under this Agreement to any Person to whom Purchaser assigns or transfers any Securities; provided Purchaser provides prior written notice to the Company and such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to “Purchaser.”

5.7 No Third-Party Beneficiaries . This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.7 of this Agreement.

5.8 Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Colorado, without regard to the principles of conflicts of law thereof, provided, however , that the validity, enforcement and interpretation of the Ordinary Shares and their issue shall be governed by Australian law. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state or federal courts sitting in the City and County of Denver, Colorado. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts in Denver, Colorado, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents). In any action or proceeding to enforce any provisions of the Transaction Documents, the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

5.9 Execution . This Agreement may be executed in counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party. If any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

5.10 Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect.

5.11 Remedies . In addition to all rights provided herein or granted by law, including recovery of damages, Purchaser and the Company will be entitled to specific performance pursuant to the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

5.12 Construction . The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments hereto.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the undersigned has caused this Subscription Agreement to be duly executed by its respective authorized signatory as of the date first indicated above.

[Company Signature Page – Subscription Agreement]

IN WITNESS WHEREOF, the undersigned has caused this Subscription Agreement to be duly executed by its respective authorized signatory as of the date first indicated above.

Purchasers must complete Exhibit A (Subscription), attached.

[ Purchaser Signature Page – Subscription Agreement]

Exhibit A

Subscription

Please fill in your name below and then elect whether you wish to receive Ordinary Shares or ADSs by checking one of the boxes below. Only one of the two boxes “Ordinary Shares” or “ADSs” should be checked. This Election will determine whether the Company delivers the Ordinary Shares to the Purchaser or to the Depositary with directions to exchange the Ordinary Shares for ADSs. Fill in the number of ADSs or Ordinary Shares purchased below and the total Subscription Amount paid.

Total ADSs Purchased : ______________________________

Total Ordinary Shares Purchased : ______________________________________

One ADS equals two hundred (200) of the Company’s ordinary shares.

SSN/EIN Number: ____________________

[ Exhibit A - Subscription]

Exhibit 1.2

88 Post Road West

Westport, CT 06880

Phone: (800) 727-7922

Fax: (203) 662-9771

www.europac.net

Mr. Terry Barr

Chief Executive Officer

Samson Oil and Gas Limited

1331 17 ^th Street

Suite #710

Denver, Colorado 80202

Re: Engagement Letter

Dear Mr. Barr:

Euro Pacific Capital Inc., a FINRA and SEC registered broker-dealer (" we " or " Euro Pacific "), is pleased to act as the exclusive lead placement agent for Samson Oil and Gas Limited ('' you " or the " Company ") in connection with a proposed equity or equity linked offering or other form of offering mutually agreeable to Euro Pacific and the Company (the "Offering") of units (the " Units ") consisting of convertible debentures or shares of the Company's Common Stock (" Common Stock ") and Common Stock purchase warrants (" Warrants ") or such other securities as may be mutually agreed upon by Euro Pacific and the Company.

The terms of our engagement are set forth below. We look forward to working with you.

1. The Offering .

(a) We will seek to assist you to raise capital through the Offering of Units to institutional and accredited investors (the " Investors "). We expect that the Offering will result in gross proceeds to you of up to $5 million. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the Company, Euro Pacific and the prospective Investors.

(b) Although we cannot guarantee you that we will be able to raise new capital, we will conduct the Offering on a best efforts basis and we are confident that we will be able to consummate the Offering on terms that are mutually agreeable to you and the Investors.

(c) You represent and warrant to us that your execution, delivery and performance of this engagement letter does not violate the terms of any agreement or understanding to which you or your affiliates are a party or to which you or your affiliates are bound with any other placement agent or person. Notwithstanding the foregoing, you acknowledge that we may ask other broker-dealers to participate as co-placement agents for the Offering, subject to the Company's prior approval.

88 Post Road West

Westport, CT 06880

Phone: (800) 727-7922

Fax: (203) 662-9771

www.europac.net

2. Fees and Expenses .

(a) As compensation to Euro Pacific for its services hereunder, the Company agrees to pay Euro Pacific, promptly upon the closing of the Offering, a cash placement fee (the "Placement Fee") equal to 6% of the gross proceeds of the Offering.

(b) In addition, if the Offering is not consummated during the term, for reasons other than termination of this engagement by Euro Pacific, and during the Residual Period (as defined below) any person introduced to the Company by Euro Pacific during the term purchases securities from the Company, or any of its affiliates, the Company agrees to pay Euro Pacific upon the-closing of each such purchase such cash fees that would otherwise have been payable to· Euro Pacific if such transaction occurred during the term as part of the Offering.

(c) The Company will be responsible for reasonable out-of-pocket expenses related to the Offering including, without limitation, travel expenses, due diligence, photocopying, courier services and attorney's fees. The aggregate total amount of the out-of-pocket expenses (including attorney's fees) shall not exceed US$20,000 without prior approval by the Company.

(d) All fees and any other amounts payable hereunder are payable in U.S. dollars, free and clear of any United States or foreign withholding taxes or deductions, and shall be payable to an account designated by Euro Pacific.

3. Term of Engagement . The term of Euro Pacific's engagement hereunder shall end on the earlier to occur of: (i) the closing of the Offering and (ii) the thirtieth (30th) day-after one party provides the other with written notice of termination. Upon any such termination, Euro Pacific will be entitled to collect all fees earned and expenses incurred through the date of termination. A " Residual Period " shall extend for eighteen (12) months from the date of termination of this Agreement. Section 3, 5 (including Appendix I and Appendix II), 6, 7, 9, 10 and 11 will survive any termination of this Agreement.

4. Representations and Warranties .

(a) You agree that you will enter into a securities purchase agreement and other customary agreements with Investors, and that your counsel (and your local counsel in any foreign jurisdiction where you operate) will supply a customary opinion letter for the transaction, all of which will be in form and substance reasonably acceptable to Euro Pacific and the Investors.

(b) You further agree that we may rely upon, and are a third party beneficiary of, the representations and warranties, and applicable covenants, set forth in any agreements with Investors in the Offering.

5. Indemnification, Contribution, and Confidentiality . The Company agrees to indemnify Euro Pacific and its controlling persons, representatives and agents in accordance with the indemnification provisions set forth in Appendix I hereto, and the parties agree to the confidentiality provisions of Appendix II hereto, all of which are incorporated herein by reference. These provisions will apply regardless of whether the Offering is consummated.

88 Post Road West

Westport, CT 06880

Phone: (800) 727-7922

Fax: (203) 662-9771

www.europac.net

6. Limitation on Liability . Notwithstanding any provision of this Agreement to the contrary, the Company agrees that neither Euro Pacific nor its affiliates, and the respective officers, directors, employees, agents, and representatives of Euro Pacific, its affiliates and each other person, if any, controlling Euro Pacific or any of its affiliates, shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement and transaction described herein in an amount excess of the actual fees paid to Euro Pacific hereunder.

7. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the state of New York applicable to contracts executed and to be wholly performed therein without giving effect to its conflicts of laws principles or rules. The Company and Euro Pacific agree that any dispute concerning this Agreement shall be resolved exclusively through binding arbitration before FINRA pursuant to its arbitration rules. Arbitration will be venued in New York, New York, USA (the "Agreed Forum"). Each of the Company and Euro Pacific agree that the Agreed Forum is not an "inconvenient forum" for proceedings hereunder, and each hereby agree to the personal jurisdiction of the Agreed Forum and that service of process by mail to the address for such party as set forth in this letter (or such other address as a party hereto shall notify the other in writing) constitute full and valid service for such proceedings.

8. Announcement of Offering . If the Offering is consummated, Euro Pacific may, at its own expense, place a customary announcement in such newspapers and periodicals as Euro Pacific may desire announcing the closing of the Offering, the name of the Company, the securities issued and the gross proceeds of the Offering.

9. Advice to the Board . The Company acknowledges that any advice given by us to you is solely for benefit and use of the Board of-Directors of the Company and may not be used, reproduced, disseminated, quoted or referred to, without our prior written consent.

10. Other Engagements . Nothing in this engagement letter shall be construed to limit the ability of Euro Pacific or its respective affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities other than the Company, notwithstanding that such entities may be engaged in a business which is similar to or competitive with the business of the Company, and notwithstanding that such entities may have actual or potential operations, products, services, plans, ideas, customers or supplies similar or identical to the Company's, or may have been identified by the Company as potential merger or acquisition targets or potential candidates for some other business combination, cooperation or relationship. The Company acknowledges and agrees that it does not claim any proprietary interest in the identity of any other entity in its industry or otherwise, and that the identity of any such entity is not confidential information under Appendix II of this engagement letter.

88 Post Road West

Westport, CT 06880

Phone: (800) 727-7922

Fax: (203) 662-9771

www.europac.net

11. Entire Agreement . This Agreement constitutes the entire Agreement between the parties and supersedes and cancels any and all prior or contemporaneous arrangements, understandings and agreements, written or oral, between them relating to the subject matter hereof.

We look forward to working with you toward the successful conclusion of this engagement, and developing a long-term relationship with the Company.

Very truly yours,

EURO PACIFIC CAPITAL, INC.

Confirmed and accepted as of

this·__ 22 ___ day of February, 2016: ·

SAMSON OIL AND GAS LIMITED

88 Post Road West

Westport, CT 06880

Phone: (800) 727-7922

Fax: (203) 662-9771

www.europac.net

APPENDIX I

INDEMNIFICATION AND CONTRIBUTION

The Company agrees to indemnify and hold harmless Euro Pacific and its respective affiliates (as defined in Rule 405 under the Securities Act of 1933, as amended) and their respective directors, officers, employees, agents and controlling persons (Euro Pacific and each such person being an "Indemnified Party'') from and against all losses, claims, damages and liabilities (or actions, including shareholder actions, in respect thereof), joint or several, to which such Indemnified Party may become subject under any applicable federal or state law, or otherwise, which are related to or result from the performance by Euro Pacific of the services contemplated by or the engagement of Euro Pacific pursuant to, this Agreement and will promptly reimburse any Indemnified Party on demand for all reasonable expenses (including reasonable counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense arising from any threatened or pending claim, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by the Company. The Company will not be liable to any Indemnified Party under the foregoing indemnification and reimbursement provisions, (i) for any settlement by an Indemnified Party effected without the Company's prior written consent (not to be unreasonably withheld); or (ii) to the extent that any loss, claim, damage or liability is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted directly or indirectly from Euro Pacific's willful misconduct or gross negligence. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company or its security holders or creditors related to or arising out of the engagement of Euro Pacific pursuant to, or the performance by Euro Pacific of the services contemplated by, this Agreement except to- the extent that any loss, claim, damage or liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly or indirectly from Euro Pacific's willful misconduct or gross negligence.

Promptly after receipt by an Indemnified Party of notice of any intention or threat to commence an action, suit or proceeding or notice of the commencement of any action, suit or proceeding, such Indemnified Party will, if a claim in respect thereof is to be made against the Company pursuant hereto, promptly notify the Company in writing of the same. In case any such action is brought against any Indemnified Party and such Indemnified Party notifies the Company of the commencement thereof, the Company may elect to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and an Indemnified Party may employ counsel to participate in the defense of any such action provided, that the employment of such counsel shall be at the Indemnified Party's own expense, unless (i) the employment of such counsel has been authorized in writing by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there may be legal defenses available to it or other Indemnified Parties that are different from or in addition to those available to the Company, or that a conflict or potential conflict exists (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Indemnifying Party to conduct the defense of both the Company and the Indemnified Party (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys representing Indemnified Parties unless the defense of one Indemnified Party is unique from that of another Indemnified Party subject to the same claim or action. Any failure or delay by an Indemnified Party to give the notice referred to in this paragraph shall not affect such Indemnified Party's right to be indemnified hereunder, except to the extent that such failure or delay causes actual harm to the Company, or prejudices its ability to defend such action, suit or proceeding on behalf of such Indemnified Party.

88 Post Road West

Westport, CT 06880

Phone: (800) 727-7922

Fax: (203) 662-9771

www.europac.net

If the indemnification provided for in this Agreement is for any reason held unenforceable by an Indemnified Party, the Company agrees to contribute to the losses, claims, damages and liabilities for which such indemnification is held unenforceable (i) in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and Euro Pacific on the other hand,· of the Offering as contemplated whether or not the Offering is consummated or, (ii) if (but only if) the allocation provided for in clause (i) is for any reason unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company, on the one hand and Euro Pacific, on the other hand, as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits to the Company and Euro Pacific of the Offering as contemplated shall be deemed to be in the same proportion that the total value received or contemplated to be received by the Company or its shareholders, as the case may be, as a result of or in connection with the Offering bear to the fees paid or to be paid to Euro Pacific under this Agreement. Notwithstanding the foregoing, the Company expressly agrees that Euro Pacific shall not be required to contribute any amount in excess of the amount by which fees paid to Euro Pacific hereunder (excluding reimbursable expenses), exceeds the amount of any damages which Euro Pacific has otherwise been required to pay.

The Company agrees that without the prior written consent of Euro Pacific, which shall not be unreasonably withheld, it will not settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification could be sought under the indemnification provisions of this Agreement (in which Euro Pacific or any other Indemnified Party is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising out of such claim, action or proceeding.

88 Post Road West

Westport, CT 06880

Phone: (800) 727-7922

Fax: (203) 662-9771

www.europac.net

In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company in which such Indemnified Party is not named as a defendant, the Company agrees to promptly reimburse Euro Pacific on a monthly basis for all expenses incurred by it in connection with such Indemnified Party's appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel.

If multiple claims are brought with respect to at least one of which indemnification is permitted under applicable law and provided for under this Agreement, the Company agrees that any judgment or arbitrate award shall be conclusively deemed to be based on claims as to which indemnification is permitted and provided for, except to the extent the judgment or arbitrate award expressly states that it, or any portion thereof, is based solely on a claim as to which indemnification is not available.

88 Post Road West

Westport, CT 06880

Phone: (800) 727-7922

Fax: (203) 662-9771

www.europac.net

APPENDIX II

INFORMATION TO BE SUPPLIED; CONFIDENTIALITY

In connection with the activities of Euro Pacific on behalf of the Company as set forth in the engagement agreement to which this Appendix is attached (the "Agreement"), the Company will furnish Euro Pacific with all financial and other information regarding the Company that Euro Pacific reasonably believes appropriate to its assignment (all such information so furnished by the Company, whether furnished before or after the date of this Agreement, being referred to herein as the "Information"). The Company will provide Euro Pacific with access to the officers, directors, employees, independent accountants, legal counsel and other advisors and consultants of the Company. The Company recognizes and agrees that Euro Pacific (i) will use and rely primarily on the Information and information available from generally recognized public sources in performing the services contemplated by this Agreement without independently verifying the Information or such other information, (ii) does not assume responsibility for the accuracy of the Information or such other information, and (iii) will not make an appraisal of any assets or liabilities owned or controlled by the Company or its market competitors.

Euro Pacific will maintain the confidentiality of the Information during the and following the termination or expiration of the term of the Agreement and, unless and until such information shall have been made publicly available by the Company or by others without breach of a confidentiality agreement, shall disclose the Information only as authorized by the Company or as required by law or by order of a governmental authority or court of competent jurisdiction. In the event that Euro Pacific is legally required to make disclosure of any of the Information, Euro Pacific will: (i) give prompt notice to the Company prior to such disclosure, to the extent that Euro Pacific can practically do so, (ii) reasonably assist the Company at the Company's cost in seeking a protective order or other relief from the disclosure of the Information and (iii) if compelled to disclose Information, limit such disclosure to only those matters which it is compelled to disclose. Notwithstanding the foregoing, Euro Pacific, as a FINRA Member Firm, shall be permitted to retain one copy of any Confidential Information provided hereunder to the extent required by its compliance procedures and may disclose such Confidential Information to representatives of FINRA or the SEC, to the extent required by applicable rules and regulations of such regulatory bodies, without prior notice to the Company.

The foregoing paragraph shall not apply to information that:

(i) at the time of disclosure by the Company is, or thereafter becomes, generally available to the public or within the industries in which the Company or Euro Pacific or its affiliates conduct business, other than as a direct result of a breach by Euro Pacific of its obligations under this Agreement;

88 Post Road West

Westport, CT 06880

Phone: (800) 727-7922

Fax: (203) 662-9771

www.europac.net

(ii) prior to or at the time of disclosure by the Company, was already in the possession of, or conceived by, Euro Pacific or any of its affiliates, or could have been developed by them from information then in their possession, by the application of other information or techniques in their possession, generally available to the public, or available to Euro Pacific or its respective affiliates other than from the Company (in each case, as demonstrated by Euro Pacific's written records); or

(iii) at the time of disclosure by the Company or thereafter, is obtained by Euro Pacific or any of their respective affiliates from a third party who Euro Pacific reasonably believes to be in possession of the information not in violation of any contractual, legal or fiduciary obligation to the Company or its affiliates with respect to that information.

Nothing in this Agreement shall be construed to limit the ability of Euro Pacific or its respective affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities other than the Company, notwithstanding that such entities may be engaged in a business which is similar to or competitive with the business of the Company, and notwithstanding that such entities may have actual or potential operations, products, services, plans, ideas, customers or supplies similar or identical to the Company's, or may have been identified by the Company as potential merger or acquisition targets or potential candidates for some other business combination, cooperation or relationship. The Company expressly acknowledges and agrees that it does not claim any proprietary interest in the identity of any other entity in its industry or otherwise, and that the identity of any such entity is not Information for purposes hereof.