Each one in plain English, with the numbers worked through for a shareholder.
6 Mar 2014material agreement▲ GoodMajor
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.
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.
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.
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.
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.
13 Aug 2013material agreement termination▼ BadMajor
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.
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.
Samson sold a further 19,182,812 shares and 7,673,125 warrants to a single investor for US$500,000 gross (placement fees and expenses of US$30,000), on terms substantially identical to the 20 March 2013 placement. This adds to the earlier placement and is separate from the planned rights offering, whose proceeds are meant to fund the 2013 North Stockyard drilling programme along with these funds.
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.
