−Removed: There have been no material changes to the Partnership’s risk factors as disclosed in Item 1A of Part I of the Partnership’s annual report on Form 10-K for the year ended December 31, 2021, as supplemented and updated by the Partnership’s quarterly report on Form 10-Q for the quarter ended March 31, 2022.
+Added: This section supplements and updates certain risk factors disclosed in “Item 1A –
+Added: Risk Factors”
+Added: of Part I of the Partnership’s annual report on Form 10-K for the year ended December 31, 2021 (the “Annual Report”) and in “Item 1A –
+Added: Risk Factors”
+Added: of Part II of the Partnership’s quarterly report on Form 10-Q for the quarter ended March 31, 2022 (the “First Quarter Report”
+Added: and together with the Annual Report, the “Former Reports”).
+Added: The following risk factor should be read together with the other risk factors disclosed in the Former Reports.
+Added: In addition to the other information in this report, all of these risk factors should be carefully considered in evaluating us and our common units.
+Added: Any of these risks, many of which are beyond our control, could materially and adversely affect our financial condition, results of operations or cash flows, or cause our actual results to differ materially from those projected in any forward-looking statements.
+Added: We may also face other risks and uncertainties that are not presently known, are not currently believed to be material, or are not identified below because they are common to all businesses.
+Added: Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.
+Added: For more information, see “Disclosure Regarding Forward-Looking Statements”
+Added: on page 1 of this report.
+Added: Our unitholders may be subject to withholding tax upon transfers of their common units.
+Added: If a unitholder sells or otherwise disposes of a common unit on or after January 1, 2023, the transferee generally will be required to withhold 10% of the amount realized by the transferor unless the transferor certifies that it is not a foreign person.
+Added: However, final regulations issued by the Treasury Department on the application of these rules to transfers of certain publicly traded partnership interests, including our common units, provide that the obligation to withhold on a transfer of interests in a publicly traded partnership that is effected through a broker is imposed on the transferor’s broker (instead of the transferee), and the “amount realized”
+Added: on such a transfer will generally be the amount of gross proceeds paid to the broker effecting the applicable transfer on behalf of the transferor (and thus determined without regard to any decrease in that transferor’s share of the publicly traded partnership's liabilities).
+Added: Prospective foreign unitholders should consult their tax advisors regarding the impact of these rules on an investment in our common units.
Certificate of Limited Partnership of Dorchester Minerals, L.P.
38 unchanged sentences
Annual Report on Form 10-K for the year ended December 31, 2002)
+Added: Contribution and Exchange Agreement dated September 16, 2022, by and among Dorchester Minerals, L.P., and Excess Energy, LLC (incorporated by reference to Exhibit 2.1 to Dorchester Minerals’
+Added: Current Report on Form 8-K filed with the SEC on September 21, 2022)
Certification of Chief Executive Officer of the Partnership pursuant to Rule 13a-14(a) / 15d-14(a) of the Securities Exchange Act of 1934
12 unchanged sentences
DORCHESTER MINERALS, L.P.
−Removed: Dorchester Minerals Management LP
−Removed: its General Partner
−Removed: Dorchester Minerals Management GP LLC
−Removed: its General Partner
−Removed: /s/ William Casey McManemin
−Removed: William Casey McManemin
−Removed: August 4, 2022
+Added: /s/ Bradley Ehrman
+Added: Bradley Ehrman
+Added: November 3, 2022
Chief Executive Officer
1 unchanged sentence
Leslie Moriyama
−Removed: August 4, 2022
+Added: November 3, 2022
Chief Financial Officer
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.