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Samson (AMEX:SSN) has commenced a rights offering to holders of its American Depositary Shares as of September 16, 2009. The prospectus supplement for the rights offer was filed with the U.S. Securities and Exchange Commission (www.sec.gov) on September 3, 2009. The offer gives existing ADS holders the right to subscribe for six new ADS for every one ADS that they hold on the September 16 record date at US$0.23 per share, subject to adjustment.
ADS holders who wish to participate must subscribe prior to the close of business September 29, 2009. Questions should be directed to the BNY Mellon Shareowner Services helpline at 866-283-4694.
To exercise their rights, ADS holders must deposit US$0.23 for every ADS that they would like to purchase. The purchase price includes the depositary’s issuance fee of US$0.01 per ADS. The final purchase price may be different from the deposit amount on account of potential exchange rate fluctuations. The final purchase price will be based on the exchange rate on or about October 14, 2009, as described in the prospectus. ADS holders may also apply to purchase additional shares at the purchase price. Applications to purchase additional shares will be allocated by the Samson Board of Directors.
Subscription by beneficial owners
Beneficial owners of Samson American Depositary Shares who wish to participate in the rights offering should promptly contact the brokerage firm or other financial intermediary where they hold their Shares to arrange for the exercise of their rights and payment of the deposit amount. Holders are urged to consult their financial intermediary without delay in case their financial intermediary is unable to act immediately. If a financial intermediary is uncertain as to how to complete the subscription procedures, they may call the BNY Mellon Shareowner Services at 866-283-4694.
Subscription by brokers and banks
The subscription rights will be credited to the book-entry system of the Depositary Trust Company, or DTC, for further credit to the accounts of persons who held ADSs on the record date. Brokerage firms and banks that hold rights through DTC may exercise rights by delivering completed subscription instructions through DTC’s PTOP Function on the “agent subscriptions over PTS” procedure and instructing DTC to charge your applicable DTC account for the deposit amount and to deliver such amount to the rights agent.
Subscription by registered holders
Holders of rights that are registered in record name directly with the depositary can exercise rights by delivering to the rights agent a properly completed subscription form along with payment of the deposit amount. Payment must be made by certified check or bank draft payable to “The Bank of New York Mellon—Samson Oil & Gas Limited Rights Offering.” A subscription form is attached to the prospectus as Appendix A. Subscription forms were sent to registered holders by first class mail.
The properly completed subscription form and payment should be delivered to:
| By Mail: | By Overnight Courier or By Hand: | |
| The Bank of New York | The Bank of New York | |
| c/o BNY Mellon Shareowner Services | c/o BNY Mellon Shareowners Services | |
| Attn: Corporate Action Department | 480 Washington Boulevard | |
| P.O. Box 3301 | Attn: Corporate Action | |
| South Hackensack, NJ 07606 | Department—27th Floor | |
| Jersey City, NJ 07310 | ||
For All Holders—Delivery Instructions for Warrants
All subscribing ADS holders must provide to the rights agent registration details for registration of warrants directly on our warrant holder register. This information can be provided on the subscription form or otherwise delivered in writing to the rights agent.
Additional Information on the Rights Offering
Each ADS owned of record at the close of business in New York City on September 16, 2009, entitles its holder to purchase six ADSs for the U.S. dollar equivalent of A$0.24 per ADS (the final exchange rate will be set on or about October 14, 2009, as set forth on the cover of the prospectus), and two warrants will be included at no charge with each ADS purchased. Each warrant will entitle its holder to purchase 0.05 of an ADS (so that 20 warrants will be required to purchase one ADS) at a cash exercise price of A$0.30 per ADS, subject to adjustment. Warrants will be nontransferable and nonvoting, and may be exercised until December 31, 2012. Rights are nontransferable. Each ADS represents 20 ordinary shares (or a right to receive 20 ordinary shares) deposited with The Bank of New York Mellon, the depositary. The rights offering is being conducted concurrently with a substantially similar rights offering being made to ordinary shareholders in Australia and New Zealand.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. The rights offering is being made only by means of a written prospectus which may be accessed on the U.S. SEC website: http://www.sec.gov/Archives/edgar/data/1404079/000119312509186315/d424b5.htm.
Samson’s Ordinary Shares are traded on the Australian Securities Exchange under the symbol “SSN.” Samson's American Depositary Receipts (ADRs) are traded on the American Stock Exchange under the symbol “SSN,” and each ADR represents 20 fully paid Ordinary Shares of Samson.
Forward-Looking Statements
Forward-looking statements in this announcement are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, without limitation, Samson’s expectations and estimates about future events, and the intended use of the proceeds of the offering. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual events or results may differ materially from those contained in the forward-looking statements due to a variety of factors, including without limitation, changes in the price of oil and natural gas and uncertainties inherent in estimating the timing and results of exploration activities. Other risk factors are discussed in the registration statement, prospectus supplement and Samson’s other filings with the Securities and Exchange Commission (“SEC”)(which may be viewed on the SEC’s website at http://www.sec.gov). These documents contain and identify important factors that could cause the actual results for Samson to differ materially from those contained in Samson’s forward-looking statements. Although Samson believes that the expectations reflected in the forward-looking statements are reasonable, Samson cannot guarantee future results, levels of activity, performance or achievements. Samson is under no obligation (and expressly disclaims any obligation) to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.
For and on behalf of the board of
SAMSON OIL & GAS LIMITED
TERRY BARR
Managing Director



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