Form 8-K - Current report

 

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): September 30, 2024

 

 

 

DORCHESTER MINERALS, L.P.

(Exact name of Registrant as specified in its charter)

 

Delaware		000-50175		81-0551518
(State or other jurisdiction of  Incorporation)		(Commission  File Number)		(IRS Employer  Identification No.)

 

 

3838 Oak Lawn, Suite 300, Dallas, Texas 75219

(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code: [phone]

 

N/A

(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 (see General Instruction A.2. below):

☐	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))

 

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

 

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Units Representing Limited Partnership Interest	DMLP	NASDAQ Global Select Market

 

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. ☐

 

 

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Item 2.01 Completion of Acquisition or Disposition of Assets.

 

As previously reported on September 16, 2024, Dorchester Minerals, L.P., a Delaware limited partnership (the “Partnership”), entered into a Contribution and Exchange Agreement (the “Contribution and Exchange Agreement”) on September 12, 2024, with West Texas Minerals LLC, a Delaware limited liability company, Carrollton Mineral Partners, LP, a Texas limited partnership (“CMP”), Carrollton Mineral Partners Fund II, LP, a Texas limited partnership, Carrollton Mineral Partners III, LP, a Texas limited partnership, Carrollton Mineral Partners III-B, LP, a Texas limited partnership, Carrollton Mineral Partners IV, LP, a Texas limited partnership, CMP Permian, LP, a Texas limited partnership, CMP Glasscock, LP, a Texas limited partnership, and Carrollton Royalty, LP, a Texas limited partnership (collectively, the “Contributors”), the terms and conditions of which provided for the Contributors to contribute certain interests in oil and gas properties, rights and related assets (the “Properties”) to the Partnership in exchange for 6,721,144 common units representing limited partnership interests in the Partnership (“Common Units”), subject to adjustment pursuant to a customary title defect process. The Properties consist of mineral, royalty and overriding royalty interests in producing and non-producing oil and natural gas properties representing approximately 14,225 net mineral acres located in 14 counties across New Mexico and Texas. The Contribution and Exchange Agreement includes customary representations, warranties, covenants and indemnities of the Partnership and the Contributors and also provided for the Contributors to pay the Partnership at closing an amount of cash equal to the aggregate amount of cash receipts from or attributed to the Properties that were received by the Contributors during the period beginning July 1, 2024 and ending on September 30, 2024.

 

No material relationships exist between the Partnership and the Contributors, except that in connection with completion of the acquisition of the Properties, the members of Dorchester Minerals Management GP, LLC, the general partner of the general partner of the Partnership (“DMMGP”), has agreed to vote their membership interests in DMMGP in favor of one representative designated by CMP (with the consent of the members of DMMGP, such consent not to be unreasonably withheld, conditioned or delayed) to the Board of Managers of DMMGP to serve on committees established to govern the Partnership (the “Contributor-Appointed Manager); provided that such agreement terminates upon such time that CMP is unable to certify to the Partnership that the Contributors, collectively, hold an aggregate of at least 1,000,000 Common Units.

 

The Partnership and the Contributors structured the transaction as a non-taxable contribution and exchange. The Partnership completed its acquisition of the Properties of the Contributors pursuant to the Contribution and Exchange Agreement on September 30, 2024. In exchange, the Partnership issued to the Contributors an aggregate of 6,721,144 common units representing limited partnership interests in the Partnership, the offer and sale of which are registered by the Partnership’s registration statements on Form S-4.

 

The foregoing description of the Contribution and Exchange Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated into Item 2.01 by reference. The Contribution and Exchange Agreement has been included to provide unitholders with information regarding its terms. It is not intended to provide any other factual information about the Partnership, the Contributors or their respective affiliates. The representations, warranties, and covenants contained in the Contribution and Exchange Agreement were made only for purposes of the Contribution and Exchange Agreement and as of the specific dates set forth therein, were solely for the benefit of the parties thereto, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties thereto instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to unitholders. Unitholders are not third-party beneficiaries under the Contribution and Exchange Agreement and should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Contribution and Exchange Agreement, which subsequent information may or may not be fully reflected in the Partnership’s public disclosures.

 

 

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Item 7.01 Regulation FD Disclosure.

 

On September 30, 2024, the Partnership issued a press release announcing the completion of two acquisitions of certain mineral, royalty and overriding royalty interests (the “Press Release”).

 

On September 30, 2024, the Partnership released slides that contain historical information related to operational activity of Dorchester Minerals, L.P.

 

A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference and a copy of the slides are attached as Exhibit No. 99.2 and incorporated herein by reference.

 

Limitation on Incorporation by Reference:

 

In accordance with general instructions B.2 and B.6 of Form 8-K, the information in this Item 7.01 and Exhibit 99.1 is furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.

 

Item 8.01 Other Events.

 

On September 30, 2024, the Partnership completed an acquisition of mineral interests totaling approximately 1,204 net royalty acres located in Weld County, Colorado. The transaction was structured as a non-taxable contribution and exchange. The contributing entity conveyed its interests to the Partnership in exchange for 530,000 common units representing limited partnership interests in the Partnership.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(a)	Financial statements of businesses acquired.   The required financial statements of businesses acquired will be filed as an amendment to this Current Report on Form 8-K no later than 71 days after the date that this Current Report on Form 8-K is required to be filed.

 

(b)	Pro forma financial information.   The required pro forma financial information will be filed as an amendment to this Current Report on Form 8-K no later than 71 days after the date that this Current Report on Form 8-K is required to be filed.

 

(d)

Exhibits.

 

2.1

Contribution and Exchange Agreement dated September 12, 2024, by and among Dorchester Minerals, L.P., West Texas Minerals LLC, Carrollton Mineral Partners, LP, Carrollton Mineral Partners Fund II, LP, Carrollton Mineral Partners III, LP, Carrollton Mineral Partners III-B, LP, Carrollton Mineral Partners IV, LP, CMP Permian, LP, CMP Glasscock, LP, and Carrollton Royalty, LP (incorporated by reference to Exhibit 2.1 to Dorchester Minerals, L.P. Current Report on Form 8-K filed with the SEC on September 16, 2024).

 

 

99.1

Press Release dated September 30, 2024

 

99.2

Slide Presentation is attached hereto as Exhibit 99.2.

 

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

	DORCHESTER MINERALS, L.P.
Date: September 30, 2024		By:	/s/	Bradley J. Ehrman
				Bradley J. Ehrman
				Chief Executive Officer

 

 

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INDEX TO EXHIBITS

 

 

 

	Item	Exhibit
	2.1	Contribution and Exchange Agreement dated September 12, 2024, by and among Dorchester Minerals, L.P., West Texas Minerals LLC, Carrollton Mineral Partners, LP, Carrollton Mineral Partners Fund II, LP, Carrollton Mineral Partners III, LP, Carrollton Mineral Partners III-B, LP, Carrollton Mineral Partners IV, LP, CMP Permian, LP, CMP Glasscock, LP, and Carrollton Royalty, LP. (incorporated by reference to Exhibit 2.1 to Dorchester Minerals, L.P. Current Report on Form 8-K filed with the SEC on September 16, 2024).
	99.1	Press release dated September 30, 2024 is attached hereto as Exhibit 99.1
	99.2	Slide Presentation is attached hereto as Exhibit 99.2

 

 

 

Exhibit 99.1

 

NEWS RELEASE

Dorchester Minerals, L.P.

 

Release Date:	September 30, 2024	3838 Oak Lawn Ave., Suite 300
		Dallas, Texas 75219-4541
Contact:	Martye Miller	[phone]

 

Dorchester Minerals, L.P. Announces Two Acquisitions of

Mineral, Royalty and Overriding Royalty Interests

 

DALLAS, TEXAS -- Dorchester Minerals, L.P. (the “Partnership”) (NASDAQ-DMLP) announced today it has completed two previously announced acquisitions of mineral, royalty and overriding royalty interests.

 

The transactions were both structured as non-taxable contribution and exchanges.

 

In one transaction, the contributing entities conveyed their interests to the Partnership in exchange for 6,721,144 common units representing limited partnership interests in Dorchester Minerals, L.P.

 

In a separate transaction, the contributing entity conveyed its interests to the Partnership in exchange for 530,000 common units representing limited partnership interests in Dorchester Minerals, L.P.

 

Dorchester Minerals, L.P. is a Dallas based owner of producing and non-producing oil and natural gas mineral, royalty, overriding royalty, net profits, and leasehold interests located in 28 states. Its common units trade on the NASDAQ Global Select Market under the symbol DMLP.

 

FORWARD-LOOKING STATEMENTS

 

Portions of this document may constitute "forward-looking statements" as defined by federal law. Such statements are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Examples of such uncertainties and risk factors include, but are not limited to, changes in the price or demand for oil and natural gas, changes in the operations on or development of the Partnership’s properties, changes in economic and industry conditions and changes in regulatory requirements (including changes in environmental requirements) and the Partnership’s financial position, business strategy and other plans and objectives for future operations. These and other factors are set forth in the Partnership's filings with the Securities and Exchange Commission.

 

 

Exhibit 99.2

 

 

 

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Document And Entity Information	Sep. 30, 2024
Document Information [Line Items]
Entity, Registrant Name	DORCHESTER MINERALS, L.P.
Document, Type	8-K
Document, Period End Date	Sep. 30, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	000-50175
Entity, Tax Identification Number	81-0551518
Entity, Address, Address Line One	3838 Oak Lawn
Entity, Address, Address Line Two	Suite 300
Entity, Address, City or Town	Dallas
Entity, Address, State or Province	TX
Entity, Address, Postal Zip Code	75219
City Area Code	214
Local Phone Number	559-0300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Units Representing Limited Partnership Interest
Trading Symbol	DMLP
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001172358

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