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): ~~July~~August 1514, 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 18.~~02Termination~~01Other ~~of a Material Definitive Agreement~~Events.

OnEffective ~~July~~at ~~15,~~5:00 ~~2020, The~~PM ~~Bank~~Eastern ofTime ~~New~~on August ~~York~~14, ~~Mellon~~2020, asSamson ~~depositary~~Oil ~~(the~~& ~~“Depositary”),~~Gas ~~delivered~~Limited’s ~~a Notice~~ (~~the~~ “~~Termination Notice~~Samson”) toor ~~Holders (~~the “~~Holders~~Company”) ofLevel I American Depositary ~~Shares~~Receipt Program (the “~~ADSs~~ADR Program”) ~~Evidenced~~was terminated. Holders byof Samson’s American Depositary ~~Receipts~~Shares (“~~ADRs~~ADSs”) ~~Representing~~were ~~Deposited~~previously ~~Ordinary~~notified ~~Shares of~~that, ~~Samson~~upon ~~Oil~~termination ~~& Gas Limited (the “Company”). The Termination Notice is the result~~ of the ~~Depositary’s~~ADR ~~determination that~~Program, inthey ~~light~~may surrender oftheir ~~the~~ADSs ~~delisting~~for delivery of the ~~Company’s~~underlying ordinary shares ~~from~~of the ~~Australian~~Company. Each ~~Stock~~ADS ~~Exchange~~represents ~~(the~~twenty ~~“ASX”~~(20), ~~the~~ordinary ~~Depositary~~shares. There ~~could~~is currently no ~~longer~~active ~~act~~trading asmarket ~~Depositary~~ for the ~~ADSs~~ordinary ~~pursuant~~shares, towhich previously traded on the ~~Deposit~~Australian ~~Agreement~~Stock (Exchange, and the ~~“Deposit~~ordinary ~~Agreement”)~~shares ~~dated~~are ~~January~~not 4,eligible ~~2008~~for ~~among~~listing ~~the~~on ~~Company,~~a ~~the~~national ~~Depositary,~~securities ~~and~~exchange in the ~~Holders~~United States.

The ~~Termination~~Company ~~Notice~~supports ~~explains~~the ~~that,~~development ~~because~~ of an over the ~~impending~~counter ~~termination~~trading ofmarket ~~the~~for ~~Deposit~~its ~~Agreement,~~ordinary shares in the ~~Company’s~~United ~~Level~~States Ito ~~ADR~~replace ~~Program~~the (existing over the ~~“ADR~~counter ~~Program”) will~~trading bemarket ~~terminated~~for ~~effective~~the atADSs. The ~~5:00~~Company PMhas ~~Eastern~~obtained ~~Time~~an onISIN ~~Friday,~~(AU000000SSN0) ~~August~~and ~~14,~~CUSIP ~~2020. The~~number ~~Termination~~(Q82577 ~~Notice~~125) ~~follows~~for the ~~Company’s~~ordinary ~~determination~~shares. U.S. ~~that,~~broker-dealers aswishing ato ~~result~~effect trades of ~~the~~ordinary ~~ASX~~shares ~~delisting~~may offile ~~its~~a ~~ordinary~~Form ~~shares, it~~211 ~~could~~with ~~not~~FINRA ~~appoint~~to have a ~~successor~~trading ~~depositary~~symbol ~~bank~~issued ~~after~~for the ~~Depositary’s~~ordinary ~~resignation~~shares of the Company.

~~The~~On ~~Company~~August ~~has~~17, ~~agreed~~2020, ~~to pay~~ the ~~Depositary~~Company issued a ~~cancellation~~press ~~fee~~release ofannouncing ~~$100,000~~its insupport ~~connection~~of ~~with~~an over the ~~termination~~counter trading market for its ordinary shares. A copy of the ~~Deposit~~press ~~Agreement~~release ~~and~~is ~~ADR~~furnished ~~Program~~as Exhibit 99.1 hereto. The information contained in ~~exchange~~this ~~for~~Item ~~the~~8.01 ~~Depositary’s~~(including ~~agreement~~Exhibit 99.1) shall not tobe ~~charge~~deemed “filed” for purposes of Section 18 of the ~~Holders~~Securities ~~any~~Exchange ~~cancellation~~Act ~~fees~~of ~~when~~1934, ~~they~~as ~~surrender~~amended ~~their~~(the ~~ADRs~~“Exchange Act”), or incorporated by reference in ~~order~~any tofiling ~~receive~~under the ~~underlying~~Securities ~~ordinary~~Act ~~shares~~ of 1933, as amended, or the ~~Company~~Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Holders have four months to surrender their ADRs for delivery of the underlying ordinary shares of the Company after release of the Termination Notice. After Tuesday, December 15, 2020, however, the Depositary may sell the ordinary shares represented by ADRs that are not claimed by Holders. In such an event, separate instructions for obtaining payment of the sale proceeds will be delivered to the remaining Holders. This summary of the Termination Notice is not complete and is qualified in its entirety by reference to the full text of the Termination Notice that is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Because its securities are registered under the Securities Exchange Act of 1934, the Company will support the development of a U.S. over the counter trading market for its ordinary shares to replace the existing over the counter trading market for the ADSs. While there can be no assurance that such a market will be successfully established, the Company believes that it represents the best opportunity for Holders to maintain some liquidity for their investment in the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Notice to Holders of American Depositary Shares Evidenced by American Depositary Receipts Representing Deposited Ordinary Shares of Samson Oil & Gas Limited, dated July 15, 2020.
99.1		Press Release of Samson Oil & Gas Limited dated August 17, 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: July 21, 2020
Date: August 17, 2020
	Samson Oil & Gas Limited
	By:	/s/ Tristan Farel
		Tristan Farel
		Chief Financial Officer (Principal Financial Officer)

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