Blog: DORCHESTER MINERALS, L.P. : Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) –

Item 1.01 Entry into a Material Definitive Agreement.

On September 16, 2022, Dorchester Minerals, L.P., a Delaware limited partnership
(the “Partnership”), entered into a Contribution and Exchange Agreement, dated
September 16, 2022 (the “Contribution and Exchange Agreement”), with Excess
Energy, LLC a Texas limited liability company (“Excess”), the terms and
conditions of which provide for Excess to contribute certain interests in oil
and gas properties, rights and related assets (the “Properties”) to the
Partnership in exchange for 851,423 common units representing limited
partnership interests in the Partnership. The Properties consist of mineral,
royalty and overriding royalty interests representing approximately 2,100 net
mineral acres located in 12 counties across Texas and New Mexico. The
Contribution and Exchange Agreement included customary representations,
warranties, covenants and indemnities of the Partnership and Excess and also
provided for Excess 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 Excess during the period beginning on July 1, 2022 and ending
on September 30, 2022.

No material relationships exist between the Partnership and Excess.

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 1.01 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, Excess 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.

Item 7.01 Regulation FD Disclosure.

On September 19, 2022, the Partnership issued a press release announcing the
entry into the Contribution and Exchange Agreement (the “Press Release”). A copy
of the Press Release is attached hereto as Exhibit 99.1 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 9.01 Financial Statements and Exhibits.

(d) Exhibits.

  2.1   Contribution and Exchange Agreement dated September 16, 2022, by and
      between Dorchester Minerals, L.P., and Excess Energy, LLC.   (portions of
      this exhibit have been omitted because such information is both (i) not
      material and (ii) would be competitively harmful if publicly disclosed).

  99.1   Press release dated September 19, 2022.

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


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