AGM coming. Everything below cut from filing with the SEC. There is more to it than what I've posted.
Doesn't quite get over the line to what MOB is requiring (I think) but its part of the action they demanded. Perhaps the increase in PDP value covers the remainder
Good luck (and this is why I haven't bought shares even though the company is on its way to recovery).
NOTICE IS HEREBY GIVEN that the general meeting of Samson Oil & Gas Limited will be held at Level 1, AMP Building, 140 St Georges Terrace, Perth, Western Australia 6000 on Tuesday, 27 September 2016 at 11.00am (Perth, Western Australia time).
Resolution 1 – Ratify Allotment of Shares
To consider, and if thought fit to pass, the following resolution as an ordinary resolution:
“That for the purpose of ASX Listing Rule 7.4 and all other purposes, the allotment on 12 April 2016 of 378,020,400 fully paid ordinary shares in the Company on the terms described in the explanatory memorandum which accompanied the notice convening this meeting be and is hereby ratified”.
Resolution 2 – Approval of Future Issue of Shares
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purpose of Listing Rule 7.1, and for all other purposes, approval is given for the issue of up to 300,000,000 Shares, to investors not classified as related parties of the Company, for the purpose and on the terms set out in the explanatory memorandum that accompanied the notice convening this meeting”
Background and Reasons for the General Meeting
On April 12, 2016, the Company issued 378,020,400 ordinary shares (the “Shares”) to raise $1.4 million (A$1.8 million), before placement agent expenses and costs of the issuance, to fund part of the purchase price of the Foreman Butte project and general working capital (the “April 2016 Issuance”). ASX Listing Rule 7.1 prohibits a listed company from issuing equity securities during any 12-month period in excess of 15% of the number of such securities outstanding at the beginning of such 12-month period without first obtaining shareholder approval. Under ASX Listing Rule 7.4, the Company is permitted to seek ratification by shareholders of an issuance of shares that was not previously approved by shareholders but issued under ASX Listing Rule 7.1. Resolution 1 seeks this approval in order to permit the Company to issue up to the full amount available under ASX rules in future offerings, subject to compliance in those offerings with limitations imposed by U.S. securities laws and the rules of the NYSE MKT, including (i) the limitation in Securities Act Form S-3 on issuing more than one-third of its public float in any twelve month period, and (ii) the obligation under NYSE MKT Rule 713 to obtain shareholder approval for certain issuances in excess of 20% of outstanding shares.
Resolution 2 seeks shareholder approval for the issuance of up to 300,000,000 ordinary shares without further shareholder approval to investors not classified as related parties of the Company under the ASX Listing Rules. The purpose of Resolution 2 is to enable the Company to raise further funds by means of equity placements, to assist with its funding needs and other corporate activities, without utilizing the Company's 15% placement capacity under Listing Rule 7.1. No specific issuances are contemplated at this time and, while some of the terms and conditions of are delineated below, any future issuance would be subject to the approval of the Company’s Board of Directors.
If the shares proposed to be authorized by Resolution 2 are issued, the interest of current Shareholders will be diluted to the extent of the difference between the offering price per unit and the net tangible book value per ordinary share after the issuance offering. As of March 31, 2016, our historical net tangible book value was (A$1.8 million), or (A$0.0005) per ordinary share, based on 3,215,854,701 ordinary shares outstanding at August 15, 2016. Our historical net tangible book value per share represents the amount of our total tangible assets reduced by the amount of our total liabilities, divided by the total number of ordinary shares outstanding as of August 15, 2016. After giving effect to the proposed issuance of up to 300,000,000 ordinary shares in the offering proposed by Resolution 2 at an offering price of A$0.0032 per ordinary share, or A$0.64 per ADS, and after deducting anticipated placement agents’ fees and expenses, our net tangible book value as of March 31, 2016 would have been A$2.7 million, or A$0.00077 per ordinary share. This represents an immediate increase of net tangible book value of A$0.0002 per share to our existing Shareholders and an immediate dilution of (A$0.0038) per share to investors purchasing ordinary shares in the proposed offering. The following pro forma table illustrates this per share dilution.
SSN Price at posting:
0.4¢ Sentiment: None Disclosure: Not Held
