DORCHESTER MINERALS, L.P. 10-Q

ITEM 1A. RISK FACTORS   This section supplements and updates certain risk factors disclosed in “Item 1A – Risk Factors” 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 – Risk Factors” of Part II of the Partnership’s quarterly report on Form 10-Q for the quarter ended March 31, 2022 (the “First Quarter Report” and together with the Annual Report, the “Former Reports”). The following risk factor should be read together with the other risk factors disclosed in the Former Reports. 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. 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. 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. 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. For more information, see “Disclosure Regarding Forward-Looking Statements” on page 1 of this report.   Our unitholders may be subject to withholding tax upon transfers of their common units.   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. 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” 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). Prospective foreign unitholders should consult their tax advisors regarding the impact of these rules on an investment in our common units.   12 Table of Contents   ITEM 6. EXHIBITS   Number   Description 3.1   Certificate of Limited Partnership of Dorchester Minerals, L.P. (incorporated by reference to Exhibit 3.1 to Dorchester Minerals’   Registration Statement on Form S-4, Registration Number 333-88282)       3.2   Amended and Restated Agreement of Limited Partnership of Dorchester Minerals, L.P. (incorporated by reference to Exhibit 3.2 to Dorchester Minerals’   Annual Report on Form 10-K filed for the year ended December 31, 2002)       3.3   Amendment No. 1 to Amended and Restated Partnership Agreement of Dorchester Minerals, L.P. (incorporated by reference to Exhibit 3.1 to Dorchester Minerals’   Current Report on Form 8-K filed with the SEC on December 22, 2017)       3.4   Amendment No. 2 to Amended and Restated Partnership Agreement of Dorchester Minerals, L.P. (incorporated by reference to Exhibit 3.4 to Dorchester Minerals’   Quarterly Report on Form 10-Q filed with the SEC on August 6, 2018)       3.5   Certificate of Limited Partnership of Dorchester Minerals Management LP (incorporated by reference to Exhibit 3.4 to Dorchester Minerals’   Registration Statement on Form S-4, Registration Number 333-88282)       3.6   Amended and Restated Limited Partnership Agreement of Dorchester Minerals Management LP (incorporated by reference to Exhibit 3.4 to Dorchester Minerals’   Annual Report on Form 10-K for the year ended December 31, 2002)       3.7   Certificate of Formation of Dorchester Minerals Management GP LLC (incorporated by reference to Exhibit 3.7 to Dorchester Minerals’   Registration Statement on Form S-4, Registration Number 333-88282)       3.8   Amended and Restated Limited Liability Company Agreement of Dorchester Minerals Management GP LLC (incorporated by reference to Exhibit 3.6 to Dorchester Minerals’   Annual Report on Form 10-K for the year ended December 31, 2002)       3.9   Certificate of Formation of Dorchester Minerals Operating GP LLC (incorporated by reference to Exhibit 3.10 to Dorchester Minerals’   Registration Statement on Form S-4, Registration Number 333-88282)       3.10   Limited Liability Company Agreement of Dorchester Minerals Operating GP LLC (incorporated by reference to Exhibit 3.11 to Dorchester Minerals’   Registration Statement on Form S-4, Registration Number 333-88282)       3.11   Certificate of Limited Partnership of Dorchester Minerals Operating LP (incorporated by reference to Exhibit 3.12 to Dorchester Minerals’   Registration Statement on Form S-4, Registration Number 333-88282)       3.12   Amended and Restated Agreement of Limited Partnership of Dorchester Minerals Operating LP (incorporated by reference to Exhibit 3.10 to Dorchester Minerals’   Annual Report on Form 10-K for the year ended December 31, 2002)       3.13   Certificate of Limited Partnership of Dorchester Minerals Oklahoma LP (incorporated by reference to Exhibit 3.11 to Dorchester Minerals’   Annual Report on Form 10-K for the year ended December 31, 2002)       3.14   Agreement of Limited Partnership of Dorchester Minerals Oklahoma LP (incorporated by reference to Exhibit 3.12 to Dorchester Minerals’   Annual Report on Form 10-K for the year ended December 31, 2002)       3.15   Certificate of Incorporation of Dorchester Minerals Oklahoma GP, Inc. (incorporated by reference to Exhibit 3.13 to Dorchester Minerals’   Annual Report on Form 10-K for the year ended December 31, 2002)       3.16   Bylaws of Dorchester Minerals Oklahoma GP, Inc. (incorporated by reference to Exhibit 3.14 to Dorchester Minerals’   Annual Report on Form 10-K for the year ended December 31, 2002)       10.1   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’ Current Report on Form 8-K filed with the SEC on September 21, 2022)       31.1*   Certification of Chief Executive Officer of the Partnership pursuant to Rule 13a-14(a) / 15d-14(a) of the Securities Exchange Act of 1934       31.2*   Certification of Chief Financial Officer of the Partnership pursuant to Rule 13a-14(a) / 15d-14(a) of the Securities Exchange Act of 1934       32.1**   Certification of Chief Executive Officer and Chief Financial Officer of the Partnership pursuant to 18 U.S.C. Sec. 1350   13 Table of Contents   101.INS*   XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document       101.SCH*   Inline XBRL Taxonomy Extension Schema Document       101.CAL*   Inline XBRL Taxonomy Extension Calculation Linkbase Document       101.DEF*   Inline XBRL Taxonomy Extension Definition Document       101.LAB*   Inline XBRL Taxonomy Extension Label Linkbase Document       101.PRE*   Inline XBRL Taxonomy Extension Presentation Linkbase Document       104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)           * Filed herewith     **Furnished herewith   14 Table of Contents   SIGNATURES     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.             By: /s/ Bradley Ehrman       Bradley Ehrman   Date: November 3, 2022   Chief Executive Officer         By: /s/ Leslie Moriyama       Leslie Moriyama   Date: November 3, 2022   Chief Financial Officer     15