Up to 14,505,541 American Depositary Shares representing Ordinary Shares
Up to 87,033,249 warrants to purchase Ordinary Shares
Up to 87,033,249 ordinary shares issuable upon the exercise of Warrants
Up to 4,351,662 American Depositary Shares representing Ordinary Shares issuable upon the exercise of Warrants
We are offering directly to selected investors up to 290,110,830 ordinary shares which may be represented by American Depositary Shares (“ADSs”), and up to 87,033,249 warrants to purchase 87,033,249 ordinary shares (which is three-tenths (0.3) of a warrant included at no charge with each ordinary share purchased). Each warrant will entitle its holder to purchase one ordinary share at a cash exercise price of A$0.033 per ordinary share, subject to adjustment, which is $0.031 based on the exchange rate for April 11, 2014 as published by the Reserve Bank of Australia. The offering price per ordinary share and 0.3 of a warrant is A$0.020, which is $0.019 based on the exchange rate for April 11, 2014 as published by the Reserve Bank of Australia. This represents a price of $0.375 per ADS and 6 warrants based on the exchange rate for April 11, 2014. The warrants are exercisable upon issuance and will expire at 5:00 p.m., Perth, Australia time on April 30, 2018. Twenty warrants would be required to purchase twenty ordinary shares that could be exchanged for one ADS. If so directed by a purchaser, ordinary shares purchased in this offering shall be delivered on the Closing Date to the depositary for the ADSs, The Bank of New York Mellon, which we refer to as the “Depositary”, for issuance of ADSs, and Samson will pay the Depositary’s issuance fee of $0.005 per ADS to the Depositary. Each purchaser will be responsible for the Depositary’s fee upon exercise of warrants if the purchaser deposits ordinary shares for issuances of ADSs.
ADSs representing our ordinary shares are currently traded on the NYSE MKT and our ordinary shares are traded on the Australian Securities Exchange (ASX), both under the symbol “SSN”. We expect that the ADSs sold in this offering, including those that may be issued upon exercise of the warrants and exchange of the ordinary shares so received for ADSs, will be traded on the NYSE MKT, and that the ordinary shares will be traded on the ASX. There can be no assurance, however, that the NYSE MKT will grant our application to list the additional ADSs sold in this offering or those issuable upon exercise of the warrants (the “Warrant Shares”). Application will be made to the ASX for quotation of the warrants and ordinary shares sold in this offering and the Warrant Shares. The closing price of the ADSs on April 11, 2014 was $0.47 and the closing price of the ordinary shares was A$0.025.
As of April 14, 2014, the aggregate market value of our outstanding ordinary shares held by non-affiliates was approximately $65,137,888, based on 2,547,627,193 ordinary shares outstanding (including ordinary shares represented by ADSs), of which approximately 2,517,970,722 ordinary shares (including ordinary shares represented by ADSs) are held by non-affiliates, and a per share price of A$0.028, based on the closing sale price of our ordinary shares on the ASX on April 2, 2014. As of the date hereof, we have not offered any of our ordinary shares, warrants or ADSs, other than the securities offered under this Prospectus Supplement, pursuant to General Instruction I.B.6 of Form S-3 during the prior 12 calendar month period that ends on and includes the date hereof.
Investing in our securities involves risks. See “Risk Factors” beginning on page S-6 of this prospectus supplement and on page 3 of the accompanying prospectus.
SSN Price at posting:
2.5¢ Sentiment: None Disclosure: Held
