Dorchester Minerals Files 8-K on Operations and Governance

Ticker: DMLP · Form: 8-K · Filed: Oct 18, 2024 · CIK: 1172358

Sentiment: neutral

Topics: operations, governance, filing

Related Tickers: DMLP

TL;DR

DMLP dropped an 8-K detailing Q3 ops, board changes, and financial updates. Check it out.

AI Summary

Dorchester Minerals, L.P. filed an 8-K on October 18, 2024, reporting on results of operations and financial condition as of October 15, 2024. The filing also covers the departure of directors, election of directors, appointment of officers, and amendments to articles of incorporation. Additionally, it includes Regulation FD disclosures and financial statements.

Why It Matters

This 8-K filing provides crucial updates on Dorchester Minerals' financial performance and corporate governance, which are important for investors to assess the company's current standing and future direction.

Risk Assessment

Risk Level: low — This filing is a routine 8-K reporting operational and governance updates, not indicating any immediate financial distress or significant new risks.

Key Players & Entities

FAQ

What specific financial results are being reported in this 8-K?

The filing indicates it covers 'Results of Operations and Financial Condition' as of October 15, 2024, but the specific financial figures are not detailed in the provided header information.

Were there any changes to the board of directors or executive officers?

Yes, the filing explicitly mentions 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers' as an item covered.

Does this filing include any amendments to the company's governing documents?

Yes, the filing lists 'Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year' as an item being reported.

What is the primary purpose of this 8-K filing?

The primary purpose is to report significant events including results of operations, financial condition, changes in directors/officers, and amendments to corporate documents, as required by the SEC.

What is the company's fiscal year end?

The company's fiscal year ends on December 31st.

Filing Stats: 1,384 words · 6 min read · ~5 pages · Grade level 11.4 · Accepted 2024-10-18 16:03:35

Filing Documents

02

Item 2.02 Results of Operations and Financial Condition The Registrant is furnishing its press release dated October 17, 2024, which announces the Registrant's cash distribution for the quarter ended September 30, 2024. The press release is attached hereto as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On October 15, 2024, the members of Dorchester Minerals Management GP LLC, the general partner of the Registrant's general partner ("DMMGP"), appointed Mr. F. Damon Box, age 46, to the board of managers of DMMGP (the "Board"), pursuant to the terms of that certain Letter Agreement dated September 30, 2024 by and among the members of DMMGP and Carrollton Minerals, LP ("CMP") filed as Exhibit 10.1 hereto (the "Letter Agreement"), which was executed in connection with the consummation of the transactions contemplated by that certain Contribution and Exchange Agreement dated September 12, 2024 by and among West Texas Minerals LLC, a Delaware limited liability company, 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 of the Letter Agreement require that the members of DMMGP 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 to serve on committees established to govern the Registrant; provided that such agreement terminates upon such time that CMP is unable to certify to the Registrant that the Contributors, collectively, hold an aggregate of at least 1,000,000 common units representing limited partner interests in the Registrant. The Board consists of five managers appointed by members of DMMGP in accordance with the Second Amended and Restat

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Effective as of October 15, 2024, the members of DMMGP entered into the Second Amended and Restated Limited Liability Agreement of DMMGP (the "Second A&R LLCA") to increase the size of the Board from eight to nine managers, with the additional manager to be appointed by CMP in accordance with the Letter Agreement and to make certain other immaterial updates to the Second A&R LLCA (the "Amendments"). The foregoing description of the Amendments is qualified in its entirety by reference to the full text of the Second A&R LLCA, which are indicated in the redline of the Second A&R LLCA attached hereto as Exhibit 3.1 and incorporated herein by reference.

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Item 7.01 Regulation FD Disclosure On October 15, 2024, the Registrant issued a press release announcing the appointment of Mr. F. Damon Box to the Board (the "October 15 Press Release"). On October 17, 2024, the Registrant issued a press release announcing the Registrant's cash distribution for the quarter ended September 30, 2024 (together with the October 15 Press Release, the "Press Releases"). The Press Releases are attached hereto as Exhibit 99.1 and Exhibit 99.2 to this Form 8-K 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, Exhibit 99.1 and Exhibit 99.2 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. And 9.01

Financial Statements and Exhibits

Financial Statements and Exhibits (c) Exhibits 3.1 Second Amended and Restated Limited Liability Company Agreement of Dorchester Minerals Management GP LLC dated October 15, 2024. 10.1 Letter Agreement dated September 30, 2024 by and among Carrollton Mineral Partners, LP and the members of Dorchester Minerals Management GP, LLC. 10.2 Confidentiality Agreement dated October 15, 2024 between Dorchester Minerals Management GP, LLC and F. Damon Box. 10.3 Form of Indemnity Agreement (incorporated by reference to Exhibit 10.1 to Dorchester Minerals' Report on Form 10-Q for the quarter ended June 30, 2004. 99.1 Press Release dated October 17, 2024, announcing the Registrant's cash distribution for the quarter ended September 30, 2024. 99.2 Press Release dated October 15, 2024 announcing the appointment of Mr. F. Damon Box to the Board. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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, thereunto duly authorized. DORCHESTER MINERALS, L.P. Registrant by Dorchester Minerals Management LP its General Partner, by Dorchester Minerals Management GP LLC its General Partner Date: October 17, 2024 By: /s/ Leslie A. Moriyama Leslie A. Moriyama Chief Financial Officer

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