8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 22, 2018

Samson Oil & Gas Limited

(Exact name of registrant as specified in its charter)

Australia	001-33578	N/A
(Sate or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification Number)
Level 16, AMP Building, 140 St Georges Terrace Perth, Western Australia 6000
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +61 8 9220 9830

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 8.01 Other Events

Samson Oil and Gas Limited (the “Company”), on behalf of itself and its wholly-owned subsidiary, Samson Oil & Gas USA (collectively, “Samson”), has executed a non-binding letter of intent (“LOI”) to sell the Foreman Butte Project, which comprises substantially all of Samson’s assets, to Firehawk Oil and Gas LLC (“Firehawk”) for $41.5 million. Under the LOI, the Company and Foreman agreed to a 21-day exclusivity period during which Samson will not consider other proposals to acquire its assets or controlling positions in its securities. The letter of intent is otherwise only an expression of interest and is not binding on the parties. The parties contemplate entering into a binding purchase and sale agreement at or before the end of the 21-day exclusivity period but there is no obligation to do so.

The assets included in the proposed sale include Samson’s leases in the states of Montana and North Dakota, representing approximately 51,305 acres, 99 wells operated by Samson and 50 non-operated wells. The proposed sale would require the approval of the Company’s stockholders.

If consummated, the transaction would be effective as of January 1, 2018. The LOI will terminate on or before March 1, 2018 unless otherwise agreed to by the Company and Firehawk.

The foregoing description of the terms of the LOI is not complete and is subject in its entirety by reference to the terms of the LOI, a copy of which is attached as Exhibit 99.1 hereto.

Item 7.01 Regulation FD Disclosure

On January 22, 2018, the Company issued a press release regarding the LOI. A copy of that press release is attached hereto as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Letter of Intent dated January 22, 2018
99.2	Press release dated January 22, 2018

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 22, 2018
	Samson Oil & Gas Limited
	By:	/s/ Robyn Lamont
		Robyn Lamont
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Oil and Gas Company, LLC

2496 Commons Blvd, Beavercreek, OH 45431

405-550-5055

LETTER OF INTENT

This letter of intent ("Letter") when executed by all parties hereto, states the general understanding of the parties relating to the proposed acquisition by Firehawk Oil and Gas, LLC (FOG) the ("Buyer”).

Leases will be acquired from Samson Oil and Gas Ltd, PO Box 7654, Cloisters Square, Perth Western Australia, 6850 and its wholly owned subsidiary, Samson Oil & Gas USA, Inc. (together, "Seller").

Buyer and Seller acknowledge and agree that this Letter is merely an expression of intent that is non-binding on the parties hereto and that the only provisions of this Letter that are binding and enforceable obligations of the parties are the exclusivity and confidentiality provisions in Sections 8 and 9.

The parties will work together to accommodate structuring as an asset sale.

1. Assets being acquired (the “Assets”):

A) All of Seller’s Leases in the states of Montana and North Dakota (multiple counties for each state)

B) Estimated Net Acreage - 51,305 Acres

C) 99 Company Operated Wells

D) 50 Non-Operated Wells

E) Current production of approximately 750 BOEPD

2. Effective Date of Acquisition: January 1, 2018.

3. Purchase Price: The purchase price is FORTY ONE MILLION FIVE HUNDRED THOUSAND ($41,500,000).

4. Operations: Buyer will assume operations on the Closing Date.

5.     Expenses: Each party shall be solely responsible for their own fees or expenses that it incurs in connection with the negotiation, Due Diligence, the Purchase and Sale Agreement (“PSA”), and the other definitive documents contemplated hereby and the closing of this transaction, including the fees and expenses of its own legal counsel, accountants or other advisors.

6.     Closing Date: Unless the parties agree in writing to an earlier or a later date, the Acquisition will be consummated on or before 1 March, 2018 ("Closing Date"), and shall be effective as of the Effective Date. If the Closing does not occur on or before 1 March, 2018, this Letter and the transactions contemplated hereby shall be terminated unless otherwise agreed by Buyer and the Seller.

7.     Due Diligence: Beginning on the date hereof and ending on or before the closing date of the transaction (the “Diligence Period"), Buyer will perform due diligence on the Assets and Seller will provide data as required for Buyer to perform standard and customary due diligence. If within the Diligence Period, (a) Buyer’s title review reflects title defects, liens, claims, or encumbrances, personal claims, which reduces marketable title (defined as free and clear of liens, claims and encumbrances) of the Seller's interest which is less than represented and which has been conveyed to Buyer in its initial due diligence to date or (b) the Buyer finds an environmental violation or condition relating to the Assets, then, unless such title defect or environmental condition is immaterial to the value of Seller’s interest, Buyer will have no obligation to proceed to purchase the Assets and the sale shall be terminated. Beginning on the date hereof, the Parties will commence negotiations on a PSA which is appropriate for the subject transaction.

8.     Confidentiality: Buyer acknowledges that, under the present circumstances, including but not limited to Seller’s status as a publicly held company with shareholders in the United States and Australia, Seller is obligated to publicly disclose this Letter and its contents in both countries. On the other hand, both parties hereby agree to keep confidential and not to use or disclose any of the confidential information disclosed to such party by any other party hereto in connection with this transaction, provided that any party may disclose such information to its representatives, advisors or consultants who have been engaged or are contracted for the purpose of evaluating the investment contemplated hereby and who are requested to keep such information confidential. Seller and Buyer each further agrees that all data furnished to Buyer by Seller will be on a confidential basis. In the event Buyer does not acquire the Assets for any reasons, at Seller's request, Buyer shall return the data so furnished and all copies to Seller or certify that all copies, including digital copies, have been deleted or destroyed.

9.     Exclusivity: Seller agrees that, in order to induce Buyer to commit the resources and incur the expenses necessary to properly evaluate the transaction, Seller will not, and will not permit any of its directors, officers, shareholders, affiliates, employees or other advisors or agents to solicit, initiate, consider, encourage or accept any other proposal to acquire the Assets, including indirect acquisitions via purchases of the common stock of Samson Oil & Gas USA, Inc. or of a controlling interest in the voting securities of Samson Oil & Gas Limited for a period of twenty one (21) days from the date hereof or until the execution of a binding PSA, whichever first occurs (the "Exclusivity Period"). In addition, Seller will immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with all persons or entities conducted heretofore with respect to any of the foregoing and will not resume such discussions during the Exclusive Period.

10.   Termination of Letter and Termination of Agreement: This Letter shall terminate if:

A. Buyer provides notice to the Seller that it has discovered a material defect in the Assets during its due diligence or Buyer otherwise determines, in its discretion, to terminate this Letter.

B. After the end of the Exclusivity Period, if no binding PSA has been executed by the parties, Seller delivers notice of termination to Buyer.

11.   Law: Texas law shall govern the rights and obligations of the parties under this Letter and any PSA without regard to any conflict or choice of law principles that might otherwise apply.

-2-

AGREED TO AND ACCEPTED THIS 22th DAY OF JANUARY, 2018:

BUYER:	SELLER:
Firehawk Oil and Gas, LLC	Samson Oil and Gas Ltd.
/s/ Christopher Couch	/s/ Terence Maxwell Barr
Christopher Couch, CEO	Managing Director - Terence Maxwell Barr

-3-

EX-99.2

Exhibit 99.2

SAMSON OIL & GAS ENTERS INTO LETTER OF INTENT
WITH RESPECT TO FOREMAN BUTTE PROJECT  

Denver 1600 hours January 22nd, 2018, Perth 0700 hours January 23rd 2018

Samson Oil and Gas Limited (SSN, ASX and SSNYY, OTC) has executed a non-binding letter of intent to sell its Foreman Butte Project, which comprises substantially all of its assets, to Firehawk Oil and Gas LLC for US$41.5 million, The parties have agreed to a 21-day exclusivity period during which the buyer will conduct customary due diligence on the properties with a view to executing a definitive agreement at or prior to its expiration. The effective date of the transaction would be January 1^st 2018.

Samson and Firehawk, a private equity funded exploration and production company, expect to close the sale by 1 March 2018. Firehawk has already conducted an extensive technical and financial analysis of the Project.

The transaction is subject to the approval of Samson’s shareholders, which will be sought at a shareholder meeting to be called as soon as practicable.

When completed, the transaction would allow the Company’s current debt facility with Mutual of Omaha Bank to be repaid in full along with its other liabilities, including the Company’s hedge book.

The Company would expect to emerge from this transaction with a cash balance of approximately US$12 million. The residual cash calculation of US$12 million is only an internal estimate, has not been audited and is subject to change. However, it would represent a net cash asset value of US$0.73 per ADS or A$0.0045 per ordinary share (assuming a 0.8 exchange rate to the A$)

The Foreman Butte Project was acquired for $16 million in January 2016. Upon its acquisition, the Company recognized a gain on bargain purchase of $10.8 million. After allowing for capital expenditures, depreciation and the release of associated provisions for asset retirement, the Company would expect to record a profit of approximately US$10.0 million on the proposed US$41.5 million sale, before transactional expenses and associated costs.

Samson’s Ordinary Shares are traded on the Australian Securities Exchange under the symbol "SSN". Samson's American Depository Shares (ADSs) are traded on the OTC Markets under the symbol "SSNYY". Each ADS represents 200 fully paid Ordinary Shares of Samson. Samson has a total of 3,283 million ordinary shares issued and outstanding, which would be the equivalent of 16.5 million ADSs. Accordingly, based on the OTC Pink closing price of US$0.15 per ADS on January 19th, 2018, the Company has a current market capitalization of approximately US$2.6 million. Correspondingly, based on the ASX closing price of A$0.002 for ordinary shares, on January 19^th, 2018, the Company has a current market capitalization of approximately A$6.5 million.

SAMSON OIL & GAS LIMITED 

TERRY BARR Managing Director	For further information please contact, Terry Barr, CEO on 303 296 3994 (US office)
		www.samsonoilandgas.com.au
Samson Oil & Gas USA 1331, 17th Street, Suite 710, Denver Colorado 80202 Tel + 1 303 295 0344 Fax + 1 303 295 1961
Samson Oil & Gas Limited Level 16, AMP Building, 140 St Georges Terrace, Perth Western Australia 6000 / PO Box 7654, Cloisters Square Perth Western Australia 6850 Tel + 61 8 9220 9830 Fax + 61 8 9220 9820 ABN 25 009 069 005 ASX Code SSN

Statements made in this press release that are not historical facts may be forward looking statements, including but not limited to statements using words like “may”, “believe”, “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 the risks that the anticipated sales transaction will not close or that the purchase price will be materially reduced on account of potential liabilities uncovered during due diligence as well as 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 prospectus and prospectus supplement for its recent Rights Offering as well as the Company's report to the U.S. Securities and Exchange Commission on Form 10-K, which are available at
ww.sec.gov/edgar/searchedgar/webusers.htm.

	www.samsonoilandgas.com.au
Samson Oil & Gas USA 1331, 17th Street, Suite 710, Denver Colorado 80202 Tel + 1 303 295 0344 Fax + 1 303 295 1961
Samson Oil & Gas Limited Level 16, AMP Building, 140 St Georges Terrace, Perth Western Australia 6000 / PO Box 7654, Cloisters Square Perth Western Australia 6850 Tel + 61 8 9220 9830 Fax + 61 8 9220 9820 ABN 25 009 069 005 ASX Code SSN