Samson Oil & Gas LTD

Creditors voted on 6 November 2020 to accept a deed of company arrangement proposed by Pritchel Ridge Energy LLC, which was signed on 18 November and ended on 18 December 2020 after a final dividend was paid to creditors. Samson is now being wound up with the administrators acting as liquidators, and the filing states the company and all its issued securities will cease to exist. This ends the administration thread and wipes out shareholders' positions.

bankruptcy or receivership

On 2 September 2020 Samson's board put the company into voluntary administration under Ernst & Young administrators and the directors resigned. The filing cites unremedied defaults under the April 2019 Anvil (AEP I Finco) credit agreement, low oil and gas prices, and asset values below what is owed to Anvil. Anvil had sent a notice of default on 8 May 2020. This is where the 2019 refinancing led.

material agreement

The Bank of New York Mellon, the ADS depositary, gave notice that it can no longer act now that Samson's shares have been delisted from the ASX, and no successor could be appointed, so the ADR programme ends on 14 August 2020. Samson agreed to pay a $100,000 cancellation fee so holders are not charged, and holders have until 15 December 2020 to swap ADRs for ordinary shares before unclaimed shares may be sold. The company says it will support a US over-the-counter market for the ordinary shares but gives no assurance one will develop.

material agreement termination

On 9-10 April 2019 Samson USA took a $33.5M five-year term loan from lenders led by AEP I Finco LLC (Anvil Energy Partners), guaranteed by the parent and secured on all its oil and gas properties, at a minimum rate of 11.25% and due 9 April 2024. The press release says proceeds retire the existing credit line, repay creditors and fund infill drilling at Home Run Field, and 770,000 barrels of oil were hedged at $55.45. The filing does not mention the Eagle sale, so the Foreman Butte sale appears not to have gone ahead (inference), and the company kept its assets and took on new, more expensive secured debt instead.

asset acquisition disposition

On 28 September 2018 Samson USA and Eagle Energy amended the Foreman Butte purchase agreement, moving the closing date to 15 October, and Eagle's remaining $700,000 deposit was released from escrow to the company in return. Mutual of Omaha also extended its forbearance to 15 October 2018. So the sale had not closed by the mid-August date expected in the proxy; it continues but is delayed.

material agreement

The final proxy for the Foreman Butte sale to Eagle Energy ($40M cash, effective 1 Jan 2018) sets the shareholder meeting for 13 August 2018, moved from the 6 August date in the preliminary proxy, with completion now expected on or before 17 August 2018. It says Mutual of Omaha's standstill was extended on 10 July to 24 August 2018 (earlier set at 10 August), after which the bank could start foreclosure if the sale has not closed. The sale is meant to repay the roughly US$23.9M owed to the bank and leave about US$6.7M cash and a 15% stake in Home Run Field. The filing also still describes the failed $6.75M private equity injection.

business combination

This amendment to the 20 June filing says Eagle Energy has now paid the $1M deposit ($250,000 to Samson USA, $750,000 into escrow), replacing the earlier statement that it was late. Closing still depends on Eagle's financing and shareholder approval, and the defect-based termination threshold is now 15% rather than 20%. The attached press release says the sale would let Samson retire all its debt and keep about US$6.7M cash plus a 15% working interest in Home Run Field. It also says Samson's ASX shares remain suspended.

material agreement

Samson filed a preliminary proxy for a 6 August 2018 shareholder meeting to approve the $40 million sale of a majority interest in Foreman Butte to Eagle Energy, which ASX treats as disposing of its main undertaking. It says Samson is in default of various covenants on its Mutual of Omaha facility (about US$23.9M outstanding) and the sale is meant to repay it. It says Samson would keep a 15% interest in Home Run Field and about US$6.7M cash after repaying liabilities. It also says a private equity group defaulted on a $6.75M equity injection, which differs from the DynEvolve deal described earlier. Completion is expected by 10 August 2018.

business combination

On 14 June 2018 Samson's US subsidiary agreed to sell the Foreman Butte Project, which the filing says is substantially all of the company's assets, to Eagle Energy Partners I for $40 million, effective 1 January 2018. Closing needs Samson shareholder approval and Eagle obtaining financing. The filing says the $1M deposit was not fully made on time, so the agreement could be void, a point corrected in the 29 June amendment. Mutual of Omaha agreed to hold off enforcing its rights, including demanding repayment, until 10 August 2018 in return for a $250,000 fee. The forbearance can end earlier if the purchase agreement is terminated.

material agreement

On 31 March 2018 Samson agreed with DynEvolve Capital to sell 800,000,000 shares for $1,000,000 (to be swapped for 4,000,000 ADSs, not yet completed). DynEvolve also agreed to lend $1,000,000 on 15 April 2018 at 4% and, subject to shareholder approval and no later than 10 May 2018, to buy a second-lien note for $5,577,919 convertible into 2,479,075,200 shares. DynEvolve gets a board seat, and a second seat after the note purchase, plus consent rights over certain board decisions. Existing shareholders face dilution if the note converts.

capital raising announcement

On 16 November 2017 the NYSE American review panel unanimously upheld the delisting and immediately suspended trading in Samson's ADSs. The letter says the company reported equity of about $3 million at 30 June 2017 and that none of its initiatives to restore equity had yet been completed. Samson said the ADSs would trade on the OTCBB from 20 November 2017 under the symbol SSNYY, with a move to OTCQB or OTCQX planned once the application is completed. This resolves the listing thread: US-listed holders lose the NYSE American listing.

listing compliance notice

Samson Oil & Gas LTD's exchange filed to remove a class of its securities from listing.

listing compliance notice

On 14 September 2017 the NYSE American told Samson its ADSs are no longer suitable for listing and began delisting proceedings, because stockholders' equity was still below the $6,000,000 requirement when the 18-month compliance period ended. Samson has asked for a review of the decision. This is the outcome of the listing problem that had been open since 2016; the 14 September deadline noted earlier was missed.

listing compliance notice

A Seventh Amendment with Mutual of Omaha extended the $4M term loan and the $20M revolver from 31 October 2017 to 31 October 2018. The minimum liquidity covenant became $1.5M through 31 December 2017, then 10% of the borrowing base from 1 January 2018. This pushes back the near-term maturity of the bank debt.

material agreement

A Sixth Amendment with Mutual of Omaha added a $4M term loan (prime plus 2.5%) that paid off the $4M Oasis vendor note; the term loan and the $20M revolver (now prime plus 1%) both mature 31 October 2017. Separately, the NYSE MKT said on 2 May 2017 that Samson fails the $6.0M stockholders' equity requirement and must update its plan by 16 May 2017, with the 14 September 2017 deadline unchanged. The ADSs stay listed for now but delisting could start if the update is not accepted. The press release also says Samson proposes to sell its State GC assets in New Mexico.

listing compliance notice

Samson's US subsidiary agreed to sell all of its North Stockyard project in North Dakota to APEG Energy (an Angelus Private Equity Group affiliate) for $15 million, with a $1M deposit paid and closing expected 31 August 2016. Mutual of Omaha pushed the $10M loan paydown deadline from 30 June to 31 August 2016, and Samson plans to repay $11.5M of the loan from the sale. This would sell off the long-running North Stockyard field and shrinks the company's asset base.

material agreement

The NYSE MKT accepted Samson's plan to regain compliance with its listing standards, giving it until 14 September 2017. The ADSs stay listed, but the exchange will review progress quarterly and could delist the company if progress lags or compliance is not regained. This resolves the question of whether the plan would be accepted, while the underlying equity shortfall remains open.

listing compliance notice

Samson sold 378,020,400 new ordinary shares (as ADSs at $0.74 each, $0.0037 per share) to investors for gross proceeds of $1,398,675, with a 6% ($83,921) fee to Euro-Pacific; closing was 14 April 2016. The press release says the money will go to the Foreman Butte development program. This adds to the dilution of existing holders and is a small part of the $5M equity raise the credit lenders required by 30 September 2016.

material agreement

The Oasis Petroleum purchase (the Foreman Butte assets in North Dakota and Montana, agreed in January 2016) closed on 31 March 2016 at a total price of $16.16 million after adjustments; the base price was cut from $16.5M to $16M because of changes to a gas gathering agreement. Mutual of Omaha raised the borrowing base to $30.5M and $11.5M of it funded the deal, with Oasis lending $4M on a 12-month 10% second-lien note. The credit amendment adds tougher terms: a $10M paydown by 30 June 2016, $5M of new equity by 30 September 2016, G&A cut from $6M to $3M a year, 75% hedging, and a 50% cash flow sweep. This resolves the pending Oasis deal, but the terms add pressure on shareholders.

asset acquisition disposition

The NYSE MKT told Samson on 14 March 2016 that it breaches listing standards on stockholders' equity, which was a deficit of $197,183 at 31 December 2015. Samson must submit a plan by 13 April 2016 to regain compliance by 14 September 2017, and the exchange may start delisting if no plan is submitted or it is not accepted. The ADSs stay listed meanwhile. The press release says the plan is expected to centre on the Williston Basin acquisition (the Oasis purchase appears to be this, an inference) and a Halliburton settlement worth $897,000 in total.

listing compliance notice

Samson's US subsidiary agreed to buy oil and gas leases, wells and related assets from Oasis Petroleum North America for $16.5 million (subject to adjustment) and paid a $500,000 deposit. Closing depends on Mutual of Omaha Bank providing enough funds, and either side can terminate if it has not closed by 15 February 2016. Seller keeps the deposit if the deal ends for most reasons other than the seller's failure to meet closing conditions.

material agreement

Samson amended its Mutual of Omaha credit agreement, raising the borrowing base to $19 million, the maximum facility size to $50 million, and cutting the interest rate to 90-day LIBOR plus 3.25% (about 3.48%). The balance was $15.5 million at the time. The higher base rests on the 30 June 2014 reserve report valued at about $54.4 million; this continues the January 2014 facility and means more debt is available for drilling.

material agreement

Samson placed 290,110,820 shares plus 87,033,246 warrants (A$0.033, expiring 30 April 2018) with US and Australian investors at A$0.02 per share, raising US$5,439,578 gross before placement agent fees. The press release says proceeds go to four planned North Stockyard Three Forks wells and working capital, and that together with further draws on the Mutual of Omaha facility this is expected to fund plans for the rest of 2014 and into 2015. It is another round of dilution after the 2013 raisings, at a lower price than the August 2013 placement (A$0.025).

material agreement

Samson's Montana subsidiary agreed a farmout with Fort Peck Energy Company and Momentus Energy: Momentus can earn a 50% working interest in the farmout lands by acquiring about 20 square miles of 3D seismic (projected cost about $1.2 million) and drilling a horizontal test well of at least 4,900 feet. Momentus can also earn 50% of the Australia II and/or Gretel II wells and surrounding acreage by completing a workover programme. The filing does not say whether the lands are the Roosevelt acreage; that would be an inference, and it would fit with Samson's search for a development partner after the sale fell through.

material agreement

Samson's US subsidiary signed a $25 million secured loan facility with Mutual of Omaha Bank, with an initial borrowing base of $8.0 million, maturing 27 January 2017; Samson Oil & Gas Ltd and its Montana subsidiary are guarantors. $4 million was drawn immediately and the other $4 million is to follow once a hedging programme is in place; proceeds are funding the North Stockyard drilling programme. This is Samson's first debt facility in the history so far, and it adds debt on top of the 2013 equity raisings. Interest is LIBOR plus 3.75%, and covenants restrict extra debt, liens, asset sales and mergers.

debt financing

Samson terminated the Roosevelt sale agreement for a second time after the buyer failed to close by the extended 31 August 2013 deadline, even though Samson says the buyer had shown evidence of funds. Samson says it is exploring other alternatives and still expects to realise substantial value from the 30,000 owned acres. This ends the $13.533 million sale first agreed in June, and the Roosevelt acreage remains with Samson.

material agreement termination

Samson placed 318,452,166 shares and 127,380,866 warrants (exercisable at A$0.038 until 31 March 2017) with investors in the US and Australia at A$0.025 per share, raising US$7.3 million gross before about US$670,000 of estimated fees and expenses. The filing also records a trading halt on the ASX and NYSE MKT ahead of the announcement and an Australian supplementary prospectus lodged on 19 August. This is a second round of equity raising following the March and April placements and the rights offering, and further dilutes existing holders.

material agreement

Samson agreed to sell half of its equity in the undeveloped North Stockyard acreage, plus a 25% interest in the drilled but not completed Billabong and Sail and Anchor wells, to Slawson Exploration and a third party for $5.562 million in cash and other consideration. Slawson becomes operator, and Samson keeps its full interest in the currently producing wells. Separately, Samson amended the Roosevelt sale agreement to extend closing to 31 August 2013 after the same buyer proposed closing on the original terms. This partly reverses the 12 August termination. Samson may talk to other buyers meanwhile but cannot complete an alternative sale before that date.

material agreement

Samson terminated the $13.533 million Roosevelt sale agreement after the buyer missed the 31 July 2013 closing deadline and then asked for more time to 15 August. The press release says the buyer had not satisfied Samson that it had the financing. Samson says it still believes the 30,000-acre Roosevelt position is valuable and may seek another buyer or look at developing it. This reverses the June sale and means the expected cash did not arrive.

material agreement termination

Samson agreed to sell its interests in the Roosevelt Project in Montana (about 30,000 net acres plus the Australia II, Gretel II and Abercombie 1-10H wells) for $13.533 million in cash. The sale depends on the buyer completing due diligence and is expected to close on or before 31 July 2013. The filing does not name the buyer or say how the cash would be used.

material agreement

Samson placed 109,752,575 shares (with 43,901,030 warrants, exercisable at A$0.038 until 31 March 2017) with US institutional investors at A$0.025 per share, raising US$2.85 million gross before US$121,000 of placement fees and expenses. It also announced a planned 1-for-3 rights offering to existing holders (record date 4 April 2013) that would raise A$17.5 million if fully subscribed, with no minimum to close. The company says the money is for its 2013 capital budget, including six infill wells in the North Stockyard field in Williams County, North Dakota. Existing shareholders face dilution from the placement, and from the rights offering to the extent they do not take part.

material agreement

the American Stock Exchange certified Samson Oil & Gas LTD's securities for listing, clearing them to begin trading.

listing compliance notice