Dorchester Minerals L.P. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported): March 11, 2025

 

 

 

 

 

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (214) 559-0300

 

 

(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):

 

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

 

 

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. ☐

 

 

 

On September 30, 2024, Dorchester Minerals, L.P., a Delaware limited partnership (the “Partnership”), filed a Current Report on Form 8-K (the “Original Report”) with the Securities and Exchange Commission to report the execution and consummation of a Contribution and Exchange Agreement with West Texas Minerals LLC, a Delaware limited liability company, Carrollton Mineral Partners, LP, a Texas limited partnership, 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, subject to adjustment pursuant to a customary title defect process (the “Acquisition”). The Partnership amended the Original Report on October 16, 2024 to file (i) the audited combined statement of revenues and direct operating expenses of the Contributors for the year ended December 31, 2023 and (ii) the unaudited combined statement of revenues and direct operating expenses of the Contributors for the six months ended June 30, 2024. The Partnership is filing this Current Report on Form 8-K to provide certain additional pro forma financial information relating to the Acquisition.

 

 

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 is filed herewith and attached hereto as Exhibit 99.1, and is incorporated herein by reference.

 

 

(d)           Exhibits

 

 

 

 

 

 

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.