Samson Oil & Gas Announces Equity Placement and Planned 1 for 3 Non-Renounceable Rights Offering
Samson Oil & Gas Limited ("Samson" or the "Company") (ASX: SSN) (NYSE
MKT: SSN) announced today it has placed American Depositary Shares
(ADSs) (representing 109,752,575 ordinary shares) with institutional
investors based in the United States, raising gross proceeds of
A$2,743,814 (US$2,850,000). The SEC registered placement was completed
at A$0.025 per ordinary share (approximately US$0.51 per ADS), and
includes transferable options, or warrants, to subscribe for an
additional 4 shares for each 10 shares subscribed for, at an exercise
price of A$0.038 (approximately US$0.78 per ADS). The warrants will
expire on 31 March 2017.
Conversion from Australian dollars to US dollars is based on an exchange
rate on March 19th of A$1.00 per US$1.0387 from the Reserve Bank of
Australia.
The placement was made pursuant to Section 708 of the Australian
Corporations Act and in accordance with Listing Rule 7.1 of the ASX
Listing Rules. C&Co/PrinceRidge acted as financial advisor and placement
agent for the placement of Samson's ADS in the United States.
Samson also announced that it will be making a pro rata rights offering
(“Rights Offering”) to holders of its ordinary shares and ADSs as of the
close of business on 4 April 2013 (the "Record Date"). Under the Rights
Offering, shareholders will have the right to purchase one ordinary
share at A$0.025, or approximately US$0.51 per ADS, variable with the
exchange rate, for every three ordinary shares owned, directly or
through ADSs owned on the Record Date. The Rights Offering will include
4 transferable options, or warrants (issued at no cost), per 10 shares
applied for, which will be subject to the same terms and conditions as
the warrants comprised in the completed institutional placement.
Holders of shares who exercise all their rights may also be entitled to
acquire additional ordinary shares in the Rights Offering if and to the
extent that other shareholders do not exercise their rights. The
Directors will also have the discretion to place any remaining shares
from the Rights Offering to third parties on the same terms and
conditions after fulfilling all subscriptions and over-subscriptions
from shareholders.
A U.S. prospectus and an Australian prospectus for the Rights Offering
are expected to be sent to shareholders on or about 8 April 2013. The
Rights Offering will be made to shareholders in both the USA and
Australia. The rights to be issued in the Rights Offering will not trade
on the ASX or the NYSE MKT as the issue is non-renounceable.
On a fully subscribed basis, the Rights Offering would raise A$17.5
million (US$18.1 million), which together with the already completed
placement, would represent a total raising of approximately A$20.2
million (US$20.1 million).
Samson intends to use the proceeds of both offerings to fund a portion
of the Company's 2013 calendar year capital budget, which calls for
drilling six infill development wells in the North Stockyard oilfield in
Williams County, North Dakota, along with the first exploratory well in
its South Prairie Project in Ward County North Dakota, as well as for
general corporate purposes, working capital needs and possible future
acquisitions.
About Samson Oil & Gas Limited
Samson’s ordinary shares are traded on the Australian Securities
Exchange under the symbol "SSN". Samson's ADSs are traded on the New
York Stock Exchange MKT under the symbol "SSN". Each ADS represents 20
fully paid ordinary shares. Samson has a total of 2,101 million ordinary
shares issued and outstanding, which would be the equivalent of 105
million ADSs. Accordingly, based on the NYSE MKT closing price of
US$0.65 per ADS on March 19th, 2013, the Company has a current market
capitalization of approximately US$68 million. Correspondingly, based on
the ASX closing price of A$0.031 on March 19th, 2013, the Company has a
current market capitalization of A$65 million.
For and on behalf of the board of
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SAMSON OIL & GAS LIMITED
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TERRY BARR
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Managing Director
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This announcement does not constitute an offer to sell or the
solicitation of an offer to buy any of Samson’s securities, nor shall
there be any offer or sale of such securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of the
jurisdiction. The securities proposed to be issued in the Rights
Offering will not be sold and offers to buy those securities will not be
accepted until they are included in an effective registration statement
filed with the U.S. Securities and Exchange Commission.
Statements made herein that are not historical facts may be forward
looking statements, including but not limited to statements using words
like “may”, “believe”, “intend”, “expect”, “anticipate”, “should” or
“will.”
Actual results may differ materially from those projected in any
forward-looking statement. There are a number of important factors that
could cause actual results to differ materially from those anticipated
or estimated by any forward looking information, including uncertainties
inherent in estimating the methods, timing and results of exploration
activities.
A description of the risks and uncertainties that are generally
attendant to Samson and its industry, as well as other factors that
could affect Samson’s financial results, are included in the Company's
report to the U.S. Securities and Exchange Commission on Form 10-K, a
copy of which is available at www.sec.gov/edgar/searchedgar/webusers.htm.