LETTER AGREEMENT REGARDING THE SYNDICATED CONVERTIBLE LOAN FACILITY AGREEMENT
EXHIBIT
4.5
13 March
2009
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The
Directors
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The
Directors
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Samson
Oil and Gas USA, Inc.
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Samson
Oil and Gas Limited
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0000
Xxxx Xxxx, Xxxxx 000
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Xxxxx
00, Xxxxxxxx Xxxxx
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Lakewood,
Colorado
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2
The Esplanade
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80401
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Perth
WA 6000
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United
States of America
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Australia
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Attention:
Mr. Xxxxxx Xxxxxxx
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Attention:
Mr. Xxxxx Xxxx
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Dear
Sirs,
LETTER
AGREEMENT REGARDING THE
We refer
to the Syndicated Convertible Loan Facility Agreement dated 26 May 2006 between
Samson Oil and Gas USA, Inc (“Samson”), Macquarie Bank
Limited as Agent and Security Trustee (“Macquarie”), Samson Oil and
Gas Limited (“Parent”),
each party listed in Schedule 1 and each party listed in Schedule 2, as amended
from time to time (the “Facility
Agreement”).
Xxxxxx
has requested the Financiers to cancel the Tranche A Call Options and the
Tranche B Call Options in exchange for the Parent issuing 36,800,000 ordinary
shares (“Shares”) to the
Financiers in proportion to their respective commitment in the following
manner:
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l.
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29.3
million Shares to be issued immediately upon appropriate documentation
being executed;
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2.
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2
million Shares to be issued to the Financiers by no later than 1 July
2009; and
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3.
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the
balance of 5.5 million Shares to be issued to the Financiers by no later
than 30 November 2009.
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(“Proposed
Transaction”).
Macquarie
hereby confirms the Financiers consent to Xxxxxx’x request subject to the
following conditions being met:
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1.
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all
legal costs and expenses in relation to the preparation and execution of
any amendment agreement to the Facility Agreement and other Transaction
Documents are to be borne by Xxxxxx;
and
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2.
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Xxxxxx
and the Parent must obtain all requisite approvals and have entered into
subscription and amendment documentation on terms satisfactory to
Macquarie and the Financiers to effect the Proposed Transaction by the
relevant dates.
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Could you
please acknowledge your agreement with the terms of this letter by signing and
returning a copy of the letter to Macquarie. Upon acceptance by
execution in the manner provided herein, the Parties agree that this letter
agreement will be a Transaction Document for the purposes of the Facility
Agreement.
Unless
otherwise defined in this letter agreement, terms defined in the Facility
Agreement bear the same meanings when used in this letter
agreement.
Yours
faithfully
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/s/
Xxxxxxx Xxxxxxxx
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/s/
Xxxxxx XxXxxxxx
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Xxxxxxx
Xxxxxxxx
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Xxxxxx
XxXxxxxx
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Division
Director
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Division
Director
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Metals
and Energy Capital Division
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Legal
Risk Management Division
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ACCEPTANCE
OF TERMS
Samson
Oil and Gas USA, Inc. acknowledges, accepts and agrees to the terms contained
herein.
Signed
by
SAMSON OIL AND GAS USA,
INC.
by its
authorised signatories:
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/s/ Xxxxx Xxxxxx
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/s/ Xxxxx Xxxx
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Secretary/Director
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Director
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Xxxxx Xxxxxx
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Xxxxx Xxxx
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Name
(please print)
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Name
(please print)
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Samson
Oil and Gas Limited acknowledges, accepts and agrees to the terms contained
herein.
Signed
by
SAMSON
OIL AND GAS LIMITED
ABN
25 009 069 005
by its
authorised signatories:
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/s/ Xxxxx Xxxx
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Secretary/Director
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Director
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Xxxxx Xxxx
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Name
(please print)
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Name
(please print)
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