Dorchester Minerals Enters Material Agreement
Ticker: DMLP · Form: 8-K · Filed: Sep 16, 2024 · CIK: 1172358
Sentiment: neutral
Topics: material-agreement, regulation-fd, financial-statements
TL;DR
DM enters new deal, filing details pending.
AI Summary
Dorchester Minerals, L.P. entered into a material definitive agreement on September 12, 2024, related to its business operations. The filing also includes financial statements and exhibits, and a Regulation FD disclosure. Specific details of the agreement and financial figures are not fully elaborated in the provided text.
Why It Matters
This filing indicates a significant new development or transaction for Dorchester Minerals, potentially impacting its future financial performance and strategic direction.
Risk Assessment
Risk Level: medium — The filing indicates a material definitive agreement, which could carry significant financial or operational implications, but the specifics are not yet detailed.
Key Players & Entities
- DORCHESTER MINERALS, L.P. (company) — Registrant
- September 12, 2024 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- 3838 Oak Lawn, Suite 300, Dallas, Texas 75219 (address) — Principal executive offices
FAQ
What is the nature of the material definitive agreement entered into by Dorchester Minerals, L.P. on September 12, 2024?
The provided text states that Dorchester Minerals, L.P. entered into a material definitive agreement on September 12, 2024, but does not specify the nature or terms of this agreement.
What other items are included in this 8-K filing besides the material definitive agreement?
This 8-K filing also includes a Regulation FD Disclosure and Financial Statements and Exhibits.
When was the earliest event reported in this filing?
The earliest event reported in this filing occurred on September 12, 2024.
Where are Dorchester Minerals, L.P.'s principal executive offices located?
Dorchester Minerals, L.P.'s principal executive offices are located at 3838 Oak Lawn, Suite 300, Dallas, Texas 75219.
What is the Commission File Number for Dorchester Minerals, L.P.?
The Commission File Number for Dorchester Minerals, L.P. is 000-50175.
Filing Stats: 1,403 words · 6 min read · ~5 pages · Grade level 14.2 · Accepted 2024-09-16 08:32:49
Filing Documents
- dmlp20240913_8k.htm (8-K) — 38KB
- ex_723982.htm (EX-2.1) — 574KB
- ex_723987.htm (EX-99.1) — 8KB
- 0001437749-24-029203.txt ( ) — 842KB
- dmlp-20240912.xsd (EX-101.SCH) — 3KB
- dmlp-20240912_def.xml (EX-101.DEF) — 11KB
- dmlp-20240912_lab.xml (EX-101.LAB) — 15KB
- dmlp-20240912_pre.xml (EX-101.PRE) — 11KB
- dmlp20240913_8k_htm.xml (XML) — 3KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. On September 12, 2024, Dorchester Minerals, L.P., a Delaware limited partnership (the "Partnership"), entered into a Contribution and Exchange Agreement (the "Contribution and Exchange Agreement"), 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 (together, the "Contributors"), the terms and conditions of which provide 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 and royalty interests in producing and non-producing oil and natural gas properties representing approximately 14,529 net royalty acres located in 14 counties across New Mexico and Texas. In connection with the consummation of the transactions contemplated in the Contribution and Exchange Agreement, the members of Dorchester Minerals Management GP, LLC, the general partner of the general partner of the Partnership ("DMMGP"), will agree 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 "Co
01 Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. On September 16, 2024, the Partnership issued a press release announcing it has entered into two agreements to acquire certain mineral, royalty and overriding royalty interests (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.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (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. 99.1 Press release dated September 16, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K, and portions of this exhibit have been redacted in compliance with Item 601(b)(2) and Item 601(a)(6) of Regulation S-K. 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 16, 2024 By: /s/ Bradley J. Ehrman Bradley J. Ehrman Chief Executive Officer 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. 99.1 Press release dated September 16, 2024 * Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K, and portions of this exhibit have been redacted in compliance with Item 601(b)(2) and Item 601(a)(6) of Regulation S-K.