INSIDER TRADING POLICY
Confirmed by Board of Directors
30 June 2011
Samson Oil & Gas Limited, including its subsidiaries (collectively, “Samson”), is the issuer of securities registered with the U.S. Securities and Exchange Commission and the Australian Securities Investments Commission. The laws of both the U.S. and Australia prohibit “insider trading”. The purpose of this policy is to ensure compliance with those laws.
Insider trading occurs when a person uses "Material Non-Public Information" obtained through involvement with Samson to make decisions to purchase, sell, give away or otherwise trade Samson’s securities or to provide that information to others outside Samson. The prohibitions against insider trading encompass trades, tips and recommendations by virtually any person, including all persons associated with Samson, if the information involved is “material” and “non-public.” These terms are defined in Section 5 below.
This Policy applies to all directors, officers, employees and consultants of Samson and their family members or other persons living in the same household. These persons are referred to in this Policy as “Covered Persons.”
Section 6 of this Policy imposes additional restrictions on Covered Persons who are also “Restricted Persons”. Restricted Persons are (i) the directors and officers of Samson, and (ii) certain employees of Samson whom the Compliance Officer from time to time designates as Restricted Persons by signing and delivering to the affected employee a notice of designation as a Restricted Person in the form attached to this Policy as Form A.
This Policy applies to all transactions in ordinary shares of Samson, options or warrants to purchase such ordinary shares, American Depositary Shares, debt securities and any other securities that Samson may issue. These securities are referred to in this Policy as “Samson Securities.” This Policy applies to all transactions in Samson Securities by Covered Persons and by any trust, corporation, partnership or other entity whose securities are beneficially owned by a Covered Person.
The Chief Financial Officer of Samson shall serve as the "Compliance Officer" for the administration of this Policy. In the CFO’s absence, the Chief Executive Officer shall act as the Compliance Officer for this Policy. This Policy may only be amended by, and waivers may only be granted by, the Board of Directors.
2. Individual Responsibility
All Covered Persons may have access, incidentally or in the course of their work with or at Samson, to information about the financial and operating results and condition of Samson, or other plans of Samson, that is not yet known by the public. It is the duty of each Covered Person not to use this privileged position for direct or indirect personal gain. Each Covered Person is responsible for understanding and complying with this Policy.
The Compliance Officer will cause a copy of this Policy, and any amendment hereto, to be delivered to all Covered Persons promptly after the date of its adoption or amendment by the Board of Directors as well as to all new directors, officers, employees and consultants of Samson at the start of their employment or relationship with Samson. Upon first receiving a copy of the Policy or any amended Policy, the recipient must sign an acknowledgement that he or she has read and understands the terms of the Policy. A form of acknowledgement is attached to this Policy as Form B.
3. Prohibited Transactions
No Covered Person may trade in Samson Securities unless the Covered Person is sure that he or she does not possess Material Non-Public Information. No Covered Person may disclose such information to others who might use it for trading or might pass it along to others who might trade.
Similarly, Covered Persons may not trade in securities of any other company unless they are sure that they do not possess any Material Non-Public Information about that company which they obtained in the course of their employment with Samson, such as information about a major contract or merger being negotiated.
The penalties for violation of these securities laws and regulations can be severe both for the person concerned and for Samson. The penalties are described in Section 8 of this Policy.
4. Additional Prohibited Transactions
Covered Persons may not engage in any of the following activities with respect to Samson Securities at any time:
In addition, Samson Securities held in a margin account as collateral for a margin loan may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material nonpublic information or otherwise is not permitted to trade in Samson Securities, Covered Persons must consult with the Compliance Officer before purchasing or selling Samson Securities in margin accounts.
“Material Information” means:
It is important to note that, in the event of a dispute whether information is material, courts will determine what is material after the fact, with the benefit of hindsight. While it is not possible to define all categories of Material Information, Samson regards information about the following matters as likely to be material and, as a general rule, information about these matters should always be considered material:
This list is not exhaustive. For example, as an exploration company, whenever Samson has a significant interest in an oil or gas well that is being drilled, nonpublic information concerning the status of that well or the progress of the drilling might be presumed to be Material Information. Samson’s Compliance Officer or outside legal counsel should be consulted concerning any doubts about whether information constitutes Material Information.
6. Special Rules for Restricted Persons
In addition to the restriction on trading when in possession of Material Non-Public Information, Restricted Persons are prohibited from trading Samson Securities during "Blackout Periods". The Blackout Periods are intended to help prevent inadvertent violations and avoid even the appearance of an improper transaction (which could result, for example, if a Restricted Persons engaging in a trade is unaware of a pending material development).
With respect to a quarterly earnings release, Restricted Persons may not buy, sell or otherwise transfer Samson Securities during a Blackout Period beginning on each of March 31, September 30 and December 31, and ending after two full trading days have passed following the date the earnings release is issued. With respect to an annual earnings release, the Blackout Period begins on June 30 and ends after two full trading days have passed following the date the release is issued.
In addition, Samson will institute Blackout Periods as appropriate prior to or upon the occurrence of significant corporate acquisitions, divestitures, contract negotiations, asset impairments, or similar transactions or events that will generally result in a material change in Samson’s business. Samson will evaluate potentially significant corporate events as they develop and will notify Restricted Persons when a Blackout Period commences and is terminated. Samson may impose a Blackout Period during the entire period of drilling of oil or gas wells in which Samson has a significant interest or may, depending on the circumstances, lift the Blackout Period for those times during the drilling that Restricted Persons do not, in Samson’s judgment, possess any Non-Public Material Information.
Even though Restricted Persons may trade Samson Securities outside of a Blackout Period, pre-clearance must still be obtained from Samson’s Compliance Officer to purchase, sell, gift or otherwise transfer Samson Securities.
Pre-clearance requires the Restricted Person to deliver to the Compliance Officer a pre-clearance notification in substantially the form attached hereto as Form C, prior to initiating any transaction concerning Samson Securities. Pre-clearance notices may be delivered by hand, fax or email and will be responded to promptly. Directors may obtain pre-clearance by telephone. If a pre-cleared transaction is not completed within 10 calendar days after receipt of pre-clearance, then the Restricted Person must seek a new pre-clearance. In addition, the Compliance Officer may limit pre-clearance of a proposed transaction in Samson Securities to a shorter period of time. The responsibility for determining whether an individual possesses Material Non-Public Information rests with that individual, and pre-clearance of a transaction does not constitute legal advice and does not in any way insulate an individual from liability under the securities laws.
The Compliance Officer will immediately inform the Restricted Person should it not be possible to pre-clear a transaction or should a Blackout Period be instituted during the 10 calendar day period for which the pre-clearance is effective.
Imposition of any special Blackout Period or the fact that any intended trade has been denied pre-clearance should itself be treated as confidential information, and should only be disclosed to those persons with a need to know that information.
10b5-1 Trading Plans
All Covered Persons may purchase, sell or otherwise transfer Samson Securities pursuant to a trading plan or arrangement satisfying the requirements of Rule 10b5-1 under the Exchange Act and the requirements of this Policy (a “Trading Plan”). The Trading Plan must be documented, bona fide and previously established (at a time when the Covered Person did not possess Material Non-Public Information) and must specify the price, amount and date of trades or provide a formula or other mechanism to be followed.
The Compliance Officer must pre-approve any Trading Plan or any modification of any Trading Plan, which may be evidenced by the Compliance Officer’s signature on the Plan itself or by other written approval. Transactions by Restricted Persons pursuant to a preapproved Trading Plan may take place during Blackout Periods. Restricted Persons are not required to obtain pre-clearance of Trading Plan transactions, as would otherwise be required by Section 6.B. of this Policy.
Samson reserves the right to require that additional provisions be included in a Trading Plan with the objective of complying with Rule 10b5-1, but will not impose requirements regarding specific trades or trading instructions. Samson may make public disclosures regarding the existence or terms of a Trading Plan if Samson deems it desirable, and may establish procedures with third parties to ensure timely compliance with Section 16 requirements. Samson also reserves the right to require that transactions under a Trading Plan be suspended during periods when legal, contractual or regulatory restrictions could prohibit such transactions or make them undesirable. These might include periods during which Restricted Persons or other Covered Persons have agreed with underwriters that they will not sell Samson Securities for specified periods before and after a public offering, or periods in proximity to a public offering during which U.S. Regulation M prohibits purchases by affiliates.
Those Covered Persons who wish to adopt a Trading Plan are encouraged to consult with their financial, tax and legal advisors to help ensure that a Trading Plan meets their objectives.
7. Other Legal Obligations
The restrictions imposed on Covered Persons by this Policy are in addition to, and not a substitute for, the legal requirements with regard to Samson Securities that may otherwise apply to Covered Persons. In particular, Restricted Persons are subject to a number of such laws and regulations, such as the resale restrictions of Rule 144 of the U.S. Securities Act of 1933, as amended; the reporting, short-swing profit and prohibited transaction provisions under Section 16 of the Exchange Act; and the prohibition of Exchange Act Regulation M on purchases while Samson is distributing securities of the same class. In addition, since Samson’s ordinary shares are traded on the ASX, Covered Persons who trade ordinary shares or who engage in transactions involving any other Samson Securities in Australia or with Australian persons or entities would also be subject to the requirements of Australian law and ASX rules. Samson’s Compliance Officer and its outside legal counsel are available to advise Covered Persons about any of these matters.
8. Potential Civil and Criminal Penalties
Please direct all inquiries regarding any of the provisions or procedures of this Policy to the Compliance Officer, Robyn Lamont, telephone 303-524-3360. In her absence, please contact Terry Barr, telephone 303-296-3994. Samson’s outside U.S. legal counsel is Lee Terry of Davis Graham & Stubbs LLP, telephone 303-892-7484, and facsimile 303-893-1379.