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): ~~August~~September 142, 2020

Samson Oil & Gas Limited

(Exact name of registrant as specified in its charter)

Australia	001-33578	N/A
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification Number)

Level 8 99 St Georges Terrace Perth, Western Australia 6000
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 011 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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ 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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Item 81.~~01Other~~01Entry ~~Events~~into a Material Definitive Agreement.

~~Effective~~On atSeptember ~~5:00~~2, PM2020, ~~Eastern~~the Chairman ~~Time~~of ~~on August~~the ~~14,~~Board ~~2020,~~of Directors of Samson Oil & Gas Limited’s (“Samson” or the “Company”) ~~Level~~and Ithe ~~American~~Company ~~Depositary~~Secretary executed ~~Receipt~~an ~~Program~~Appointment ~~(the~~of ~~“ADR~~Administrators, appointing ~~Program”)~~Adams ~~was terminated. Holders~~Paul ofNikitins ~~Samson’s~~and ~~American~~Samuel ~~Depositary~~John ~~Shares~~Freeman of Ernst & Young (“~~ADSs~~EY”), ~~were~~Level ~~previously~~23 ~~notified~~Exhibition ~~that~~Street, ~~upon~~ ~~termination~~Melbourne ofVIC ~~the ADR Program~~3000, ~~they~~as ~~may surrender~~joint ~~their~~and ~~ADSs~~several ~~for~~administrators ~~delivery of~~ (the ~~underlying~~“Administrators”) ~~ordinary shares~~ of the Company. ~~Each~~ The ~~ADS~~foregoing ~~represents~~does ~~twenty~~not ~~(20)~~constitute ~~ordinary~~a ~~shares. There~~complete issummary ~~currently~~of nothe ~~active~~terms ~~trading~~of ~~market for~~ the ~~ordinary~~Appointment ~~shares~~of Administrators, ~~which~~and ~~previously~~reference ~~traded~~is onmade to the ~~Australian~~complete ~~Stock~~text ~~Exchange,~~of ~~and~~ the ~~ordinary~~Appointment ~~shares~~of ~~are~~Administrators, ~~not~~which ~~eligible~~is ~~for~~attached ~~listing~~hereto onas aExhibit ~~national~~10.1 ~~securities~~and ~~exchange~~incorporated inby ~~the~~reference ~~United States~~herein.

~~The~~In ~~Company~~connection ~~supports~~with the ~~development~~appointment of anthe ~~over~~Administrators, the ~~counter~~Board ~~trading~~of ~~market~~Directors ~~for~~will ~~its~~resign ~~ordinary~~and, ~~shares~~pursuant into ~~the~~Australian ~~United~~law, ~~States~~the toAdministrators ~~replace~~will ~~the~~take ~~existing~~control ~~over~~of the ~~counter~~affairs ~~trading~~and ~~market~~business ~~for~~of the ~~ADSs~~Company. The ~~Company~~Board ~~has~~of ~~obtained~~Directors anadopted ~~ISIN (AU000000SSN0) and CUSIP number (Q82577 125) for~~ the ~~ordinary~~voluntary ~~shares. U.S.~~plan ~~broker-dealers~~of ~~wishing~~administration tobased ~~effect~~on ~~trades~~its ofdetermination ~~ordinary~~that ~~shares~~the ~~may~~Company ~~file~~is alikely ~~Form~~to ~~211~~become ~~with~~“insolvent” ~~FINRA~~within tothe ~~have~~meaning aof ~~trading~~section ~~symbol~~436A(1) ~~issued~~of ~~for~~ the ~~ordinary~~Corporations ~~shares~~Act of2001 ~~the Company~~(Cth).

OnIn ~~August 17~~Australia, ~~2020,~~voluntary ~~the~~administration ~~Company~~is ~~issued~~ a ~~press~~process ~~release~~whereby ~~announcing~~an ~~its~~insolvent ~~support~~company ofis anplaced ~~over~~in the ~~counter~~hands ~~trading~~of ~~market~~one ~~for~~or ~~its~~more ~~ordinary~~independent ~~shares. A~~administrators ~~copy~~whose ofrole is to investigate the ~~press~~company’s ~~release~~affairs, isto ~~furnished~~report asto ~~Exhibit~~creditors ~~99.1~~and ~~hereto. The~~to ~~information~~recommend ~~contained~~to increditors ~~this~~whether ~~Item~~the ~~8.01~~company ~~(including~~should ~~Exhibit~~enter ~~99.1) shall~~into ~~not~~a Deed of Company Arrangement, liquidation, or be ~~deemed~~returned ~~“filed”~~to ~~for~~the ~~purposes~~Board of ~~Section~~Directors. A 18voluntary administration involves an investigation of ~~the~~available ~~Securities~~options ~~Exchange~~to ~~Act~~provide ofa ~~1934~~better return to creditors and, asif ~~amended~~possible, (to save the ~~“Exchange~~business. By ~~Act”)~~contrast, orthe ~~incorporated~~liquidation byof ~~reference~~an inAustralian ~~any~~company ~~filing~~is ~~under~~solely ~~the~~focused ~~Securities~~on ~~Act~~winding ofup ~~1933,~~its asaffairs ~~amended,~~and orbringing ~~the~~it ~~Exchange~~to ~~Act~~an end. A deposit of USD$300,000 ~~except~~was asdeposited ~~shall~~into bea ~~expressly~~Trust ~~set~~account ~~forth~~held by ~~specific~~King ~~reference~~& Wood Mallesons, the Company’s attorneys in ~~such~~Sydney ~~filing~~Australia, to be used to fund the voluntary administration.

A number of factors combined to make the voluntary plan of administration necessary and advisable, including the Company’s failure as primary obligor to cure the existing defaults under the Credit Agreement dated April 9, 2019 between AEP I FINCO LLC (as Lender and Administrative Agent) (“Anvil”) and the Company’s wholly owned subsidiary, Samson Oil and Gas USA, Inc., the depressed market prices for oil and gas, and the current valuation of the Company’s assets being below the amounts owed to Anvil.

On September 2, 2020, the Company issued a press release announcing the Board of Director’s appointment of the Administrators. A copy of the press release is furnished as Exhibit 99.1 hereto. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release of Samson Oil & Gas Limited dated August 17, 2020.
10.1		Appointment of Administrators of Samson Oil & Gas Limited dated September 2, 2020.
99.1		Press Release of Samson Oil & Gas Limited dated September 2, 2020.

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: August 17, 2020
Etem,
Date: September 2, 2020
	Samson Oil & Gas Limited
	By:	/s/ Tristan Farel
		Tristan Farel
		Chief Financial Officer (Principal Financial Officer)

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