UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 30, 2019

 

Samson Oil & Gas Limited

(Exact name of registrant as specified in its charter)

 

Australia   001-33578   N/A
(State or other jurisdiction of
incorporation or organization) 		  (Commission file number)   (I.R.S. Employer
Identification Number)
         

 

Level 8,

99 St Georges Terrace

Perth, Western Australia 6000

   
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: 011 61 8 9220 9830

 

(Former name or former address, if changed since last report) 

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
N/A N/A N/A

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

 

On September 30, 2019, Ms. Janna Blanter resigned as the Chief Financial Officer of Samson Oil & Gas Limited (the “Company”), and Samson Oil and Gas USA, Inc. (“Samson USA”), a wholly-owned subsidiary of the Company.

 

On October 1, 2019, Mr. Tristan Farel, 49, was appointed to the position of Chief Financial Officer of the Company and Samson USA. Mr. Farel has 18 years of accounting and reporting experience, holding various executive and senior management positions with both public and private companies in the United States, Canada, and Australia. Mr. Farel has experience in the areas of financial analysis, SEC reporting, International Financial Reporting Standards (IFRS) reporting, due diligence and integration in connection with mergers and acquisitions and consolidations, purchase accounting, scheduling and organizing external audits, tax scheduling, and developing capital and operating budgets. Mr. Farel also worked for five years in public accounting as an auditor. Mr. Farel has held the positions of Chief Financial Officer of PetroShale, Inc. from 2013 to 2014, Chief Financial Officer of New Frontier Energy, Inc. from 2010 to 2016, and Chief Financial Officer of Arete Industries, Inc. from 2015 to 2019. Mr. Farel has also held the positions of Financial Reporting Manager for Resolute Energy Corporation (2006-2010) and Audit Manager for Hein & Associates (2001-2006).

 

Mr. Farel has a Bachelor of Science in Business Administration, with an emphasis in Accounting, from the University of Colorado at Boulder, and has been active in the Council of Petroleum Accountants Society, the Colorado Society of Certified Public Accountants and the American Institute of Certified Public Accountants.

 

Effective October 1, 2019, the Company entered into an Employment Agreement (“Employment Agreement”) with Mr. Farel and LTN Ergy, LLC. Pursuant to the Employment Agreement, Mr. Farel will serve in his position as Chief Financial Officer of the Company for an initial period of twelve months, and will continue to serve in such position indefinitely thereafter until either party terminates the Employment Agreement. Mr. Farel will be paid $240,000 per year for his service as Chief Financial Officer of the Company. This summary of Mr. Farel’s Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the agreement that is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

  

(d) Exhibits

 

Exhibit No.   Description
10.1   Employment Agreement among Tristan Farel, LTN Ergy, LLC, and Samson Oil & Gas Limited dated October 1, 2019.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: October 4, 2019    
     
 

Samson Oil & Gas Limited 

     
     
  By: /s/ Tristan Farel
    Tristan Farel
    Chief Financial Officer (Principal Financial Officer)

 

 

Exhibit 10.1

 

EMPLOYMENT AGREEMENT

  

This Employment Agreement (“Agreement”) is made and entered into this 1st day of October, 2019, by and between Tristan R. Farel (“Farel”), LTN ERGY, LLC (“LTN”) (Farel and LTN are collectively “LTN”), and Samson Oil and Gas Limited (the “Client”). LTN and the Client are referred to herein sometimes in the singular as a “Party” and collectively as the “Parties.” The Parties agree as follows:

 

1. Services and Compensation. The Client retains LTN to provide the services of Farel to act as Chief Financial Officer and shall provide support to Client for those duties that are customary of a Chief Financial Officer beginning on October 1, 2019, (the “Commencement Date”).

 

For Services rendered Client shall pay LTN compensation in the amount of $240,000 per annum until this Agreement is terminated.

 

Client shall permit LTN to participate in the Client’s health benefits program during the term of this Agreement.

 

LTN shall be named under Client’s Directors and Officers insurance plan during the term of this Agreement.

 

2. Term, Renewal. This Agreement shall be effective from the Commencement Date hereof with a minimum term of 12 months (“Initial Term”) and shall continue indefinitely, thereafter, until terminated in accordance with the terms of this Agreement. This Agreement may be amended from time to time.

 

3. Termination Either party may terminate this agreement after the Initial Term for any reason at any time by giving 30 day prior written notice of such termination. LTN shall be paid for Services performed up to and including the effective date of termination of this Agreement.

 

4. Independent Contractor. LTN is an independent contractor for all purposes under this Agreement. As an independent contractor, LTN shall determine the details, methods, and means of performing the Services under this Agreement. Provided, however, that Farel shall perform the Services in conformity with any policies or directions given from time to time by the CEO or board of directors of the Client. The Client shall be responsible for providing LTN with the information necessary to perform the Services under this Agreement in a timely manner.

 

 

5. Taxes. LTN is obligated to pay its own payroll taxes, including without limitation, worker’s compensation, unemployment compensation, social security, retirement pensions or benefits or other charges that are required to be made with respect to or measured by the wages and salaries of persons employed by LTN that are imposed by or under the laws of either the United States or other jurisdiction in which the work is performed and federal and state taxes on any monies earned. No such payments will be withheld or paid by the Client. LTN indemnifies the Client against all liability or expense due to LTN’s failure to pay proper taxes.

 

 

 

 

6. Work Product. The Client shall have complete and unrestricted right to use all documents, reports and data compilations prepared or produced by LTN in connection with LTN’s performance of the Services under this Agreement (“Work Product”). Such Work Product shall become the property of the Client and shall not be used by LTN for any other project or purpose without the Client’s prior written consent. Upon request from the Client, all materials containing such Work Product shall be delivered to the Client, at the Client’s expense. Notwithstanding anything to the Contrary, LTN expressly retains the right to refuse to release any Work Product to the Client if the Client is in default in its payment for Services, until such time as the default is rectified.

 

7. Nondisclosure of Confidential Information. In the performance of the Services, LTN will have access to confidential or proprietary information, including without limitation, confidential or proprietary information concerning the Services, the Work Product and the Client’s business activities (collectively “Confidential Information”). LTN undertakes to not use any such Confidential Information except in connection with the Services and to not disclose or release such Confidential Information to any third party without the Client’s prior written consent. The foregoing undertaking shall not apply to (i) information in the possession of LTN at the date of this Agreement; or (ii) information which is in publicly available, other than through disclosure by LTN.

 

8. Indemnity, Release. The Client shall defend, indemnify and hold harmless LTN from and against all damages, claims, liabilities and third party claims which LTN may suffer from the performance of the Services under this Agreement, excluding such liabilities arising from gross negligence or willful misconduct by LTN.

 

9. Entire Agreement. This Agreement, along with exhibits hereto, constitutes the entire agreement between the Client and LTN, and supersedes all other oral or written communications, representations, or agreements between LTN and the Client. This Agreement may be amended only in writing executed by the Client and LTN.

 

10. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado and venue shall be exclusive in any state or federal court in Colorado

 

11. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under applicable laws, such provision shall be severable from the remainder of this Agreement, which shall remain in full force and effect.

 

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

 

 

LTN ERGY, LLC   Samson Oil and Gas Limited
     
     
     
/s/ Tristan Farel   /s/ Terry Barr, CEO
Tristan Farel   Terry Barr, CEO