SAMSON OIL & GAS LIMITED
ABN 25 009 069 005
SUPPLEMENTARY PROSPECTUS
| 1. | IMPORTANT NOTICE |
This Supplementary Prospectus is dated 9 April 2013 and is supplementary to the Prospectus issued by Samson Oil & Gas Limited (ABN 25 009 069 005) (Company) dated 26 March 2013 (Prospectus). This Supplementary Prospectus was lodged with ASIC on 9 April 2013. ASIC does not take any responsibility for the contents of this Supplementary Prospectus.
On 4 April 2013 the Company announced to ASX that it had completed a further placement of 19,182,812 Shares and 7,673,125 attaching Options. The shares issued under the placement carry rights to participate in the Offer. Accordingly, the placement will affect the Offer, as follows:
| - | the number of New Shares comprised in the Offer will increase from 698,549,682 to 704,943,953; |
| - | the number of New Options comprised in the Offer will increase from 279,419,873 to 281,977,581; and |
| - | the proceeds raised, assuming the Offer is fully subscribed, will increase from US$18,127,364 to US$18,428,997. |
Section 2 of this Supplementary Prospectus contains details of the changes to the Prospectus consequent upon this placement. This Supplementary Prospectus must be read together with the Prospectus. If there is a conflict between the Prospectus and this Supplementary Prospectus, this Supplementary Prospectus will prevail. Terms defined in this Supplementary Prospectus have the same meaning as in the Prospectus.
| 2. | UPDATES TO THE PROSPECTUS |
| 2.1 | Cover Page |
The first paragraph after the heading ‘PROSPECTUS’ on the cover page is amended by replacing the number “698,549,682” with the number “704,943,953”.
| 2.2 | Section 3.3 |
The first paragraph of Section 3.3 is amended by:
| - | replacing the number “698,549,682” with “704,943,953”; |
| - | replacing the number “279,419,873” with “281,977,581”; and |
| - | replacing the number “18,127,364” with “18,428,997”. |
| 2.3 | Section 3.4 |
The first paragraph of Section 3.4 is amended by:
| - | replacing the number “2,794,198,728” with “2,819,775,811”; and |
| - | replacing the number “394,820,903” with “405,051,736”. |
This is a Supplementary Prospectus and must be read in conjunction with the Prospectus dated 26 March 2013 issued by Samson Oil & Gas Limited
| 2.4 | Section 5 |
The first table in Section 5 is amended by:
| - | replacing the number “8,571,687” with “8,737,619”; and |
| - | replacing the number “18,127,364” with “18,428,997”. |
| 2.5 | Section 7.1 |
Section 7.1 is deleted and replaced with:
| 7.1 | Effect on the Company’s balance sheet |
Set out below is an unaudited pro forma consolidated balance sheet of the Group as at 31 December 2012, incorporating the effect of the Issue, assuming the Offer is fully subscribed.
Consolidated Balance Sheet (unaudited)
IFRS
| Fully Subscribed Rights Offering | ||||||||||||
| 31-Dec-12 | Effect of | Pro Forma 31 | ||||||||||
| Transaction | Dec 12 | |||||||||||
| $ | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | 9,725,162 | 18,213,997 | 27,939,159 | |||||||||
| Trade and other receivables | 1,257,023 | - | 1,257,023 | |||||||||
| Pipe inventory | 78,943 | - | 78,943 | |||||||||
| Tax receivable | 6,383,492 | - | 6,383,492 | |||||||||
| Prepayments | 240,400 | - | 240,400 | |||||||||
| Total current assets | 17,685,020 | 18,213,997 | 35,899,017 | |||||||||
| Non-current assets | ||||||||||||
| Other receivables | 100,575 | 100,575 | ||||||||||
| Plant and equipment | 403,921 | 403,921 | ||||||||||
| Exploration and evaluation assets | 22,092,965 | 22,092,965 | ||||||||||
| Oil and gas properties | 12,696,274 | 12,696,274 | ||||||||||
| Total non-current assets | 35,293,735 | - | 35,293,735 | |||||||||
| Total assets | 52,978,755 | 18,213,997 | 71,192,752 | |||||||||
| Current liabilities | ||||||||||||
| Trade and other payables | 2,405,324 | 2,405,324 | ||||||||||
| Total current liabilities | 2,405,324 | - | 2,405,324 | |||||||||
| Non-current liabilities | ||||||||||||
| Borrowings | - | - | ||||||||||
| Provisions | 1,305,406 | 1,305,406 | ||||||||||
| Total non-current liabilities | 1,305,406 | |||||||||||
| Total Liabilities | 3,710,730 | - | 2,405,324 | |||||||||
| Net assets | 49,268,025 | 18,213,997 | 68,787,428 | |||||||||
| Equity | ||||||||||||
| Contributed equity | 80,900,807 | 18,428,997 | 99,329,804 | |||||||||
| Accumulated losses | (39,637,861 | ) | (215,000 | ) | (39,852,861 | ) | ||||||
| Reserves | 8,005,079 | 8,005,079 | ||||||||||
| Total equity | 49,268,025 | 18,213,997 | 67,482,022 | |||||||||
This is a Supplementary Prospectus and must be read in conjunction with the Prospectus dated 26 March 2013 issued by Samson Oil & Gas Limited
NOTES
Presentation currency
The presentation currency for the Company is US$. When published, the Company’s unaudited financial statements, including the balance sheet as at 31 December 2012, was presented in US$. For this reason the pro forma balance sheet has been presented in US$. Any A$-denominated assets or liabilities have been converted to US$ at the spot rate as at 31 December 2012, being 1.0384. The A$ proceeds from the Issue have also been translated to US$ at 1.038 being the Reserve Bank of Australia’s published 4.00pm rate on 20 March 2013
Fully subscribed capital raising
If the Offer is fully subscribed, it would raise approximately US$18,428,997 before costs. Samson will use all proceeds of the Offer, after fees, to fund its upcoming development plan as detailed in Section 5.
| 2.6 | Section 7.3 |
Section 7.3 is deleted and replaced with:
| 7.3 | Effect on the Company’s capital structure |
Set out below is a table showing the changes to the capital structure of the Company (assuming the Offer is fully subscribed):
| Shares | US$ | |||||||
| 2,114,831,858 | Existing issued capital as at 4 April 2013 | 80,900,807 | ||||||
| 704,943,953 | New Shares comprised in the Offer | 18,428,997 | ||||||
| 2,819,775,811 | Total issued capital on completion of the Offer | 99,329,804 |
| Options | ||||
| 123,074,155(1) | Existing Options as at 4 April 2013 | |||
| 281,977,581 | New Options comprised in the Offer | |||
| 405,051,736 | Total Options on issue on completion of the Offer |
Notes
| (1) Includes: | ||||
| 2,000,000 | Options exercisable at 25 cents expiring on 11.05.2013 | |||
| 1,000,000 | Options exercisable at 20 cents expiring on 30.11.2013 | |||
| 60,500,000 | Options exercisable at 8 cents expiring on 31.12.2014 | |||
| 4,000,000 | Options exercisable at 16.4 cents expiring on 31.12.2014 | |||
| 4,000,000 | Options exercisable at 15.5 cents expiring on 31.10.2015 | |||
| 51,574,155 | Options exercisable at 3.8 cents expiring 31.03.2017 | |||
| 123,074,155 |
| 2.7 | Section 9.1 |
The table in Section 9.1 that follows the words “The following announcements have been lodged with the ASX in respect of the Company since the lodgement of the annual financial report for the year ended 30 June 2012:” is amended by adding the following rows to the top of that table:
This is a Supplementary Prospectus and must be read in conjunction with the Prospectus dated 26 March 2013 issued by Samson Oil & Gas Limited
| Date | Title |
| 04.04.13 | Notice Under Section 708A of the Corporations Act |
| 04.04.13 | Appendix 3B New Issue Announcement |
| 04.04.13 | Change of Director’s Interest Notice |
| 04.04.13 | Additional Placement |
| 02.04.13 | Investor Presentation |
| 02.04.13 | Operational Advisory |
| 28.03.13 | Despatch of Notice to Eligible Security Holders |
| 26.03.13 | Appendix 3B New Issue Announcement |
| 2.8 | Section 9.3 |
The table in Section 9.3 that follows the words “(a) Directors’ interests in Shares and Options as at the date of this Prospectus are:“ is deleted and replaced with:
| Director | Shares | Options | ||
| Direct | Indirect | Direct | Indirect | |
| V Rudenno | 4,536,502 | - | 6,500,000 | - |
| TM Barr | 12,044,062 | 495,040 | 10,000,000 | |
| K Skipper | 736,502 | - | 6,500,000 | - |
| D Craig | 280,000 | - | 4,000,000 | - |
| 2.9 | Section 10.0 |
Section 10.0 is amended by:
| - | replacing the number “279,419,873” with “281,977,581”; and |
| - | replacing the number “698,549,682” with “704,943,953”. |
| 3. | DIRECTORS’ AUTHORISATION |
This Supplementary Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.
In accordance with Section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with ASIC.
__________________________________
TERENCE BARR – MANAGING DIRECTOR
For and on behalf of Samson Oil & Gas Limited
Dated : 9 April 2013
Note: All other details in relation to the Prospectus remain unchanged. The Directors believe that the changes to the Prospectus noted in this Supplementary Prospectus are not materially adverse from the point of view of an investor.
This is a Supplementary Prospectus and must be read in conjunction with the Prospectus dated 26 March 2013 issued by Samson Oil & Gas Limited