Exhibit 10.1


 








18 April 2019


 


Mr. Terry Barr


Managing Director


Samson Oil& Gas Limited


Level 16, AMP Building,


140 St Georges Terrace,


Perth WA 6000


 


By email: Terry.Barr@SamsonOilandGas.com


 


Dear Terry,


 


PROVISION OF DIRECTOR, COMPANY SECRETARIAL, REGISTERED
OFFICE AND ACCOUNTING SERVICES: SAMSON OIL & GAS LTD


 


Minerva Corporate
Pty Ltd (“Minerva”) is pleased to offer the director, company secretarial, registered office and accounting services
to Samson Oil& Gas Ltd (“SSN”). The scope of services and fees are as illustrated below.


 


Director & Company Secretarial Services


 


I will nominate myself
to fill the vacancy of the Board of SSN as a director and also fulfil the role of company secretary for a monthly fee of $6,666.67
(plus GST). These services include, but are not limited to, the following:


 


		·	Participation of Board & Board committees’
meetings, strategy discussions and all other necessary work to fulfil the role of a director of SSN;



		·	Preparation of the agenda for each directors’
and Board Committees’ meeting



		·	Preparation of the minutes for each directors’
and Board Committees’ meeting



		·	Attendance (physical or by way of teleconference)
at directors’ and Board Committees’ meetings



		·	Attendance at Annual General Meetings



		·	Assistance with drafting Notice of General
Meeting documents



		·	Drafting and lodgement of ASIC documents
as required



		·	Liaising with registry and ASIC as required



		·	Assistance in reviewing announcements
and reports for compliance purposes



		·	Liaise with the Company’s lawyers,
auditors and other external consultants as required



 






     


     


    

 


Registered Office & General Administration


 


Minerva will provide registered office
and PO Box services to SSN for $1,000 per month.


 


Accounting Services


 


Minerva will provide general accounting and bookkeeping services
to SSN. These services include, but are not limited to, the following:


 


		·	Bookkeeping and data entry for SSN



		·	Preparation of cash position reports and
circulation of invoices for approval



		·	Maintenance of the company’s bank
accounts and payment of creditors



		·	Review of monthly trial balance, bank
reconciliations etc



		·	Preparation of monthly management accounts,
to include entering journals for prepayments, accruals etc



		·	Preparation of quarterly cashflow report
for ASX disclosure purposes



		·	Preparation of half year financial report
including the co-ordination of the directors’ report information and assisting the auditors with field work as required



		·	Preparation of full year financial report
including the co-ordination of the director’s report and assisting the auditors with field work as required



		·	Preparation of information as required
by the tax agent for the completion and lodgement of the income tax returns (if any)



		·	Assist management with day-to-day accounting
and budgeting tasks



		·	Assist management with the preparation
of information for discussion at board meetings.



 


Minerva will only commence
work of the services listed above upon receiving instruction from SSN. Work will be charged at our current standard hourly charge
rates (excluding GST) and will be billed in indivisible blocks of six minutes each. These are as follows:


 


	Senior Accountant (Ben Bussell)	$200
	Junior Accountant (Constance Lian)	$110


 


Payment of Fees


 


Fees will be billed monthly in arrears
on 14 day terms. Late payment may incur a 10% interest rate per annum at Minerva’s discretion. Disbursements and all reasonable
out-of-pocket expenses properly incurred, where not paid for directly by SSN, will be billed on a monthly basis.


 


Term


 


Commencement date for this engagement is
from 1 May 2019.The minimum initial term will be for a period of 12 months from the date of appointment. After the initial term,
either party may terminate this agreement by giving the other party three months’ notice in writing. SSN may dispense with
the notice period by paying Minerva the equivalent of three month’s total fees. In the event of a material breach, gross
negligence or wilful negligence, either party may terminate this agreement with immediate effect.


 






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Expenses


 


In addition to the other fees and payments
outlined in this agreement, Minerva will be entitled to reimbursement of all expenses reasonably and properly incurred by it in
connection with the discharge of its obligations under the agreement, subject to production of all relevant invoices, vouchers
and receipts or such other evidence as SSN may reasonably require.


 


Information and Communication


 


To enable Minerva to effectively perform
its obligations, SSN will apply all reasonable endeavours to ensure that Minerva receives reasonable access to all relevant information
and is party to any discussions which could impact upon Minerva’s role. Minerva will provide SSN with such information and
assistance as may reasonably be required in order to assist SSN to observe its duties under this agreement.


 


Confidentiality


 


Each party will keep
confidential all materials and information (other than that already within the public domain) concerning the other party or any
of its agents and consultants and will not disclose such information to a third party except:


 


		·	where disclosure is made in the proper
performance of a party’s obligations under this agreement to those including, but not limited to, servants or agents of either
party requiring the knowledge for a proper purpose or third parties providing legal, taxation, accounting, management or any other
professional advice or services in connection with the obligations of either party under this agreement and, in any event, only
after the third party has executed a confidentiality agreement complying both in form and in substance with this paragraph; or



		·	as may be required by statute of law or
by judicial, quasi-judicial or governmental proceedings or court order.



 


Conflict of Interest


 


Minerva is not presently
aware of any circumstances that, in Minerva’s view, would constitute a conflict of interest or would impair Minerva’s
ability to provide objective assistance under this agreement. Minerva undertakes to notify SSN should a conflict of interest arise
during this engagement. Upon notification of a conflict of interest, Minerva and SSN will commence discussions regarding the suitability
of Minerva’s continued involvement in the engagement and/or appropriate additional procedures to preserve confidentiality
and to ensure independence of advice. Minerva reserves the right to terminate this agreement without penalty at any time where
Minerva has become aware of a conflict of interest that, in Minerva’s judgement, would impact prejudicially upon Minerva’s
obligations either to SSN or to a third party.


 






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Indemnity


 


In execution of this agreement, SSN agrees
to the following provisions:


 


		·	No claim shall be made by SSN against
Minerva or any of its directors, employees or agents for any loss or damage relating to or arising from the fulfilment of any of
the arrangements either contemplated within this agreement or as requested subsequent to this agreement, except in the case that
such loss or damage arises from gross negligence or wilful misconduct.



		·	SSN hereby indemnifies Minerva and holds
it harmless against all losses, claims, liability, damages, costs, charges and expenses, to the full extent permitted under the
Corporations Act 2001 including all reasonable legal fees, disbursements and other expenses (including, but not limited to, the
cost of investigation, preparation and testimony by Minerva), suffered, incurred or made against Minerva, relating to or arising
from the fulfilment of any of the arrangements either contemplated within this agreement or as requested subsequent to this agreement,
except in the case that such loss or damage arises from gross negligence or wilful misconduct.



		·	SSN acknowledges that the services to
be provided under this agreement are provided by Minerva in its corporate capacity and not by its related bodies corporate or by
any of the officers or employees of Minerva in their personal capacity.



 


Change in Circumstances


 


The terms and conditions as outlined in
this agreement including, inter alia, the remuneration and termination clauses, are based entirely upon Minerva’s current
understanding of the circumstances surrounding the scope of work. Should these circumstances change to a material extent, Minerva
and SSN commit to commence discussions in good faith on a new basis for the provision of the services described in this agreement
involving a renegotiation of fees.


 


GST


 


In addition to any
other monies payable under this agreement, SSN will pay Minerva all GST that applies to the services provided. The amount of GST
payable will be clearly set out in the tax invoices to be provided to SSN.


 


Insurance


 


SSN will, in accordance
with normal business practice, provide insurance for the Company Secretary (including public liability cover and professional indemnity
insurance).


 


Disclaimer


 


In performing services
for SSN under this agreement, Minerva will exercise reasonable care and attention at all times. However, Minerva will not be liable
to SSN for any loss, expense, claim or liability of any kind which may arise out of the performance of the services under this
agreement, except to the extent that these arise from gross negligence or wilful misconduct on the part of Minerva.


 






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Governing Law


 


This agreement will
be governed by and construed in accordance with the law of the state of Western Australia and the parties agree to submit to the
non-exclusive jurisdiction of the courts of Western Australia and to any court hearing an appeal arising from those courts.


 


Counterparts


 


This agreement may be executed in any number
of counterparts (including by means of facsimile) each of which will be deemed to be an original for all purposes and all such
counterparts taken together are to constitute one and the same instrument.


 


Please confirm that the terms of this letter
are agreed to by SSN, and are in accordance with your understanding with Minerva, by signing and returning the attached “Acceptance
of Engagement”.


 


Yours sincerely,


 


 





 


Nicholas Ong


Managing Director


Minerva Corporate Pty Limited


 


 




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ACCEPTANCE OF ENGAGEMENT


  


 


Our ref: MINERVA -Samson Oil & Gas
Ltd


 


Email/Fax to:


 


Minerva Corporate


 


Attention: Nicholas Ong


Email: Nicholas.ong@minervacorporate.com.au


Fax: (08) 9486 4799


 


 


Pursuant to a resolution of the Board of
Directors of Samson Oil & Gas Ltd, all the terms of your engagement letter dated 18 April 2019 are hereby accepted without
amendment.


 


 


 


Authorised by:


 


 





	/s/ Terry Barr	 
	Signatory	 
	 	 
	Terry Barr	 
	Name	 
	 	 
	CEO	 
	Title	 
	 	 
	30 April, 2019	 
	Date	 







  




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MINERVA TEAM FOR SSN


 


Nicholas Ong MBA,
BCorn, GradDipAppFin, GradDipACG, MAICD, ACIS, AGIA


 


Mr. Ong was a principal adviser at the
Australian Securities Exchange in Perth and brings 15 years of experience in listing rules compliance and corporate governance.
While at the ASX, he oversaw the listing of over 100 companies to the official list of the ASX. Additionally, Mr. Ong was a commercial
director at Excelsior Gold Ltd., a public exploration and mining firm. He is also a director of Helios Energy Ltd, Arrow Minerals
Ltd, White Cliff Minerals Ltd and CoAssets Ltd, and acts as company secretary for White Cliff Minerals Ltd and Love Group Ltd.
He is also a member of the Governance Institute of Australia. Mr. Ong holds a Master of Business Administration from the University
of Western Australia and a Bachelor of Commerce from Murdoch University. He also holds graduate diplomas of Applied Finance and
Investments and Applied Corporate Governance from the Securities Institute of Australia and the Governance Institute of Australia,
respectively.


 


Ben Bussell B.Bus,
GIA (cert)


 


Ben is a Senior Accountant
with over 17 years’ experience in public accounting, corporate accounting and taxation. Ben is currently the Chief Financial
Officer of ASX-listed XTD Ltd and several other ASX-listed and private entities. Ben has previously been a non-executive director
of several ASX-listed companies including Auroch Minerals Ltd and SWW Energy Ltd. Ben’s current role is primarily focused
on preparation of general and special purpose financial reports and managing all aspects of their independent audit and reporting
to stakeholders. Ben is currently a member of the Governance Institute of Australia.


 


Constance Lian M
Acc&Fin


 


Constance earned her Masters Degree in
Accounting and Finance from the University of Adelaide and has over 5 years of professional accounting experience in bookkeeping
and financial report preparation. She has worked extensively with Australian subsidiaries of international companies on fundamental
accounting needs and also has extensive experience in liaising and communicating with Chinese investors. She is currently working
towards her Certified Practising Accountants qualification.


 


Weifan (Faye) Rao MFin
BCorn


 


Faye has a Master
of Finance and Bachelor of Commence in Accounting and Accounting Technologies. She has two years’ experience working as an
accountant, and decided to pursue a career in Corporate Finance with Minerva. Faye’s primary role includes client relations,
company secretariat duties, and financial and transaction analysis for Minerva and its clients. Faye is fluent in English, Cantonese
and Mandarin.




 






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