Dorchester Minerals, L.P.
3838 Oak
Lawn Avenue, Suite 300, Dallas, TX 75219-4541, (214) 559-0300, (214)
559-0301 facsimile
December
29, 2009
VIA
EDGAR TRANSMISSION
Mr. John
P. Lucas
Division
of Corporation Finance
Securities
and Exchange Commission
450 Fifth
Street, N.W.
Washington,
D.C. 20549-7010
|
|
Re:
|
Form
10-K for the year ended December 31,
2008
|
|
|
Dear Mr.
Lucas,
Pursuant
to your discussion with Kari Potts at Thompson & Knight LLP in early
December, Dorchester Minerals, L.P. (the “Partnership”) is submitting a draft of
Amendment No. 1 to its Form 10-K for the year ended December 31, 2008
(“Amendment No. 1”) for your review. The Partnership has
prepared Amendment No. 1 in response to comment nos. 1, 2 and 3 of the staff of
the Securities and Exchange Commission (the “SEC”) contained in your letter of
August 31, 2009. The Partnership will file Amendment No. 1 with the
SEC upon receipt of your approval.
Additionally,
the Partnership acknowledges that:
|
·
|
it
is responsible for the adequacy and accuracy of the disclosures in this
letter;
|
|
·
|
staff
comments or changes to disclosures in response to staff comments do not
foreclose the Commission from taking any action with respect to this
letter; and
|
|
·
|
it
may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the
United States.
|
Please
direct any questions or additional comments regarding this letter to William
Casey McManemin at (214) 559-0300.
Very
truly yours,
/s/
William Casey McManemin
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
AMENDMENT
NO. 1
x
Annual
Report Pursuant to Section 13 or 15(d) of the Securities
Exchange
Act of 1934 for the fiscal year ended December 31, 2008
Or
Transition
Report Pursuant to Section 13 or 15(d) of the Securities
Exchange
Act of 1934 for the transition Period from ________ to ________
Commission
File Number: 000-50175
DORCHESTER
MINERALS, L.P.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
81-0551518
|
|
(State
of incorporation)
|
(I.R.S.
employer identification number)
|
3838
Oak Lawn Avenue, Suite 300
Dallas,
Texas 75219
(Address
of principal executive offices) (Zip Code)
(214)
559-0300
(Registrant’s
telephone number, including area code)
SECURITIES
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
|
Title
of Each Class
|
Name
of Exchange on which Registered
|
|
|
Common
Units Representing Limited Partnership Interests
|
NASDAQ
Global Select Market
|
SECURITIES
REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Title of
Class
None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 5(d) of the Act. Yes o No x
Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yesx Noo
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definitions of “accelerated filer, large accelerated filer and smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check one):
|
Large
accelerated filer o
|
Accelerated
filer x
|
Non-accelerated
filer o
|
Smaller
reporting company o
|
(Do not
check if a smaller reporting company)
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act.): Yes o No x
The
aggregate market value of the common units held by non-affiliates of the
registrant (treating all managers, executive officers and 10% unitholders of the
registrant as if they may be affiliates of the registrant) was approximately
$606,241,083 as of June 30, 2008, based on $31.80 per unit, the closing
price of the common units as reported on the NASDAQ Global Select Market on such
date.
Number of
Common Units outstanding as of February 26, 2009: 28,240,431
DOCUMENTS
INCORPORATED BY REFERENCE
Portions
of the definitive proxy statement for the registrant’s 2009 Annual Meeting of
Unitholders held on May 13, 2009, were incorporated by reference in Part III of
this Form 10-K. Such definitive proxy statement was filed with the Securities
and Exchange Commission not later than 120 days subsequent to December 31,
2008.
EXPLANATORY
NOTE
This
Amendment No. 1 to Form 10-K (“Amendment No. 1”) amends Part II, Item 9A –
Controls and Procedures and Part III, Item 13–Certain Relationships and Related
Transactions, and Director Independence of our Annual Report on Form 10-K for
the year ended December 31, 2008. The Annual Report was initially
filed with the Securities and Exchange Commission (“SEC”) on February 26, 2009
and portions of it were incorporated into it by reference from the Partnership’s
definitive proxy statement filed February 27, 2009 (collectively, the “Annual
Report”).
Part II,
Item 9A–Controls and Procedures is amended to clarify management’s conclusions
regarding the effectiveness of the Partnership’s disclosure controls and
procedures and to state that the Partnership’s registered public accounting
firm, Grant Thornton LLP, has issued an attestation report on the Partnership’s
internal control over financial reporting. Part II, Item 9A of the
Annual Report is amended and restated in its entirety to read as set forth
below.
Part III,
Item 13–Certain Relationships and Related Transactions, and Director
Independence is amended to provide a discussion of the material terms of the
agreements that define the relationship among Dorchester Minerals, L.P.,
Dorchester Minerals Management LP, Dorchester Minerals Management GP LLC and
Dorchester Minerals Operating LP. The Annual Report did not include
any disclosure regarding Certain Relationships and Related
Transactions. The Partnership is amending only the portion of the
Annual Report regarding Certain Relationships and Related Transactions to
include the disclosure set forth below. The Partnership is not
amending the portion of the Annual Report regarding Director
Independence.
This
Amendment No. 1 only revises, amends and restates the specific portions of the
Annual Report identified herein, and no other information in the Annual Report
is amended hereby. Furthermore, neither this Amendment No. 1, nor any
other portion of the Annual Report, has been updated to reflect other events
occurring after the original date of the Annual Report or to modify or update
those disclosures affected by subsequent events. A consent of our
registered independent public accounting firm and currently dated certifications
from our Chief Executive Officer and Chief Financial Officer are attached to
this Amendment No. 1 to Form 10-K as Exhibits 23.1, 31.1, 31.2 and 32.2,
respectively.
PART
II
ITEM
9A. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Our management, with the participation
of our Chief Executive Officer and Chief Financial Officer, has evaluated the
effectiveness of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2008. Based
on this evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that, as of December 31, 2008, our disclosure controls and procedures
were effective, in that they ensure that information required to be disclosed by
us in the reports that we file or submit under the Exchange Act is (1) recorded,
processed, summarized and reported within the time periods specified in the
SEC’s rules and forms, and (2) accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required
disclosure.
Management’s
Annual Report on Internal Control Over Financial Reporting
Management acknowledges its
responsibility for establishing and maintaining adequate internal control over
financial reporting in accordance with Rule 13a-15(f) promulgated under the
Exchange Act. Management has also evaluated the effectiveness of its
internal control over external financial reporting in accordance with generally
accepted accounting principles within the guidelines of the Committee of
Sponsoring Organizations of the Treadway Commission framework. Based
on the results of this evaluation, management has determined that the
Partnership’s internal control over financial reporting was effective as of
December 31, 2008. The registered public accounting firm of Grant
Thornton LLP, as auditors of the Partnership’s financial statements included in
the Annual Report, has issued an attestation report on the Partnership’s
internal control over financial reporting.
Changes
in Internal Controls
There were no changes in our
Partnership’s internal control over financial reporting (as defined in Rule
13a-15(f) of the Securities Exchange Act of 1934) during the quarter ended
December 31, 2008, that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
PART
III
ITEM
13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Certain
Relationships and Related Transactions
We and
our wholly-owned subsidiaries reimburse certain direct and indirect expenses to
the operating partnership and our general partner. The reimbursements
are made pursuant to the Partnership’s Amended and Restated Agreement of Limited
Partnership and Administrative Services Agreements between the operating
partnership and each of Dorchester Minerals Oklahoma LP and Dorchester Minerals
Acquisition LP, wholly-owned subsidiaries of the Partnership. No
management fees or any other type of compensation is paid by or to any related
party, other than compensation reported pursuant to Item 402 of Regulation
S-K.
Reimbursement of Our General
Partner
Our
general partner was reimbursed $2,070,100 for expenses incurred in 2008 pursuant
to our Amended and Restated Agreement of Limited Partnership. Our
general partner is not compensated for services provided as our general partner.
However, we reimburse our general partner on a monthly basis for all expenses
incurred or payments made on our behalf, and all other necessary or appropriate
expenses allocable to us. Such expenses include both direct expenses and
management expenses. Pursuant to our Amended and Restated Agreement of Limited
Partnership, direct expenses include
|
·
|
professional
fees and expenses, such as audit, tax, legal and engineering
costs;
|
|
·
|
regulatory
fees and expenses;
|
|
·
|
ad
valorem taxes;
|
|
·
|
severance
taxes;
|
|
·
|
the
fees and expenses of independent managers of our
general partner and its general partner;
and
|
|
·
|
premiums
for officers’ and managers’ liability
insurance.
|
Management
expenses are expenses of the general partner and its affiliates incurred on our
behalf and include:
|
·
|
rent,
wages, salaries and the cost of employee benefit plans passed or provided
to employees and officers that are properly allocable to us;
and
|
|
·
|
all
other necessary or appropriate expenses allocable to
us,
|
but do
not include items classified as direct expenses or production
costs. As a result of the limitation on management expenses discussed
below, recovery of additional expenses may occur by changing the classification
of the expenses only to the extent that (i) a portion of management expense is
reduced by shifting certain costs to direct expenses or production cost, and
(ii) such classification
change impacts a period when management expense could otherwise exceed the 5%
cap and (iii) such excess above the cap cannot be recovered in future or past
fiscal years.
Our
reimbursements to our general partner of management expenses (excluding overhead
expenses included in production costs that are deducted in determining net
profits interests) during any fiscal year are limited to an amount not greater
than five percent (5%) of the sum of our distributions to our partners for that
fiscal year, adjusted for changes in cash reserves, plus expenses paid by us for
that year for direct and management expenses and production costs which are
capital in nature and charged against the net profits interests, and increases
in taxes and regulatory compliance costs.
To the
extent that actual reimbursement for management expenses in any fiscal year is
less than five percent (5%) of this sum, our reimbursement to our general
partner may exceed the 5% limitation by the amount of that difference at any
time during the succeeding three fiscal years. If reimbursement to our general
partner was limited by the 5% limitation during the preceding three fiscal
years, the amount by which the management expenses are less than the 5%
limitation in the current year may be used to permit our general partner to
recoup the deficit from the preceding years.
Our
Amended and Restated Agreement of Limited Partnership generally may not be
amended to increase the 5% limitation on the reimbursement of management
expenses.
Reimbursement
to the Operating Partnership
The
operating partnership was reimbursed an aggregate of $619,900 from Dorchester
Minerals Oklahoma LP and Dorchester Minerals Acquisition LP, two of our
wholly-owned subsidiaries, pursuant to Administrative Service
Agreements. The operating partnership provides the wholly-owned
subsidiaries services related to accounting, internal controls, management of
data processing systems, preparation of all federal and state tax reports,
service as paymaster, preparation of periodic financial statements and banking
and other financial relationships. The operating partnership is
reimbursed for the payment of all direct and indirect costs and expenses
incurred in the performance of the services provided, including without
limitation, (i) attributable secretarial, telephone, office rent and other
office expenses, (ii) attributable salaries and other compensation expenses of
employees, officers and directors, (iii) other attributable administrative
expenses, (iv) travel expenses, (v) legal and accounting costs and expenses and
(vi) expenses incurred in providing or obtaining such other professional,
technical, administrative services and advice as deemed necessary or
desirable. Reimbursements made pursuant to the Administrative Service
Agreements are not also made pursuant to the Amended and Restated Agreement of
Limited Partnership.
Review,
Approval or Ratification of Transactions with Related Persons
Whenever
any potential conflict of interest exists or arises between our general partner
or any of its affiliates and us or any of our partners, our general partner
resolves that conflict. Our Amended and Restated Agreement of Limited
Partnership authorizes our general partner to seek approval of a majority of the
members of the Advisory Committee of the general partner of our general partner
as to a proposed resolution of the conflict, and, if the Advisory Committee
approves it, it will conclusively be deemed to be fair and reasonable to
us. Our general partner is not required to obtain Advisory Committee
approval.
Alternatively,
any resolution of a conflict of interest shall also be conclusively deemed fair
and reasonable to us if such resolution is:
|
·
|
on
terms no less favorable to us than those generally being provided to or
available from unrelated third parties,
or
|
|
·
|
fair
to us, taking into account the totality of the relationships between the
parties involved (including other transactions that may be particularly
favorable or advantageous to us).
|
Our
general partner, or its general partner’s Advisory Committee if its approval is
sought, is authorized, in connection with its determination of what is fair and
reasonable to us, and in connection with its resolution of any conflict of
interest, to consider:
|
·
|
the
relative interests of any party to such conflict, agreement, transaction
or situation and the benefits and burdens relating to such
interest,
|
|
·
|
any
customary or accepted industry practices and any customary or historical
dealings with a particular person,
|
|
·
|
any
applicable generally accepted accounting practices or principles,
and
|
|
·
|
such
additional factors as our general partner’s, or its general partner’s
Advisory Committee, determines in its sole discretion to be relevant,
reasonable or appropriate under the
circumstances.
|
Whenever
our Amended and Restated Agreement of Limited Partnership requires that a
particular transaction, arrangement or resolution of a conflict of interest be
fair and reasonable, the fair and reasonable nature of that transaction,
arrangement, or resolution shall be considered in the context of all similar or
related transactions.
ITEM
15. EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
The
following documents are filed as part of this Annual Report on Form
10-K/A:
| NUMBER | DESCRIPTION |
| 23.1 | Consent of Grant Thornton LLP |
| 31.1 | Certification of Chief Executive Officer of our Partnership pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 |
| 31.2 | Certification of Chief Financial Officer of our Partnership pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Sec. 1350 |
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) 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: Dorchester
Minerals Management LP,
its general partner
By: Dorchester
Minerals Management GP LLC,
its general partner
By: /s/ William Casey
McManemin
William Casey McManemin
Chief
Executive Officer
Date: December
__, 2009
Pursuant
to the requirements of the Securities and Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.
|
/s/
William Casey McManemin
|
/s/
H.C. Allen, Jr.
|
|||
|
William
Casey McManemin
Chief
Executive Officer and Manager
(Principal
Executive Officer)
Date: December __,
2009
|
H.C.
Allen, Jr.
Chief
Financial Officer and Manager
(Principal
Financial and Accounting Officer)
Date: December __,
2009
|
|||
|
/s/
James E. Raley
|
/s/
Buford P. Berry
|
|||
|
James
E. Raley
Chief
Operating Officer and Manager
Date: December __,
2009
|
Buford
P. Berry
Manager
Date: December __,
2009
|
|||
|
/s/
Preston A. Peak
|
/s/
C. W. Russell
|
|||
|
Preston
A. Peak
Manager
Date: December __,
2009
|
C.
W. Russell
Manager
Date: December __,
2009
|
|||
|
/s/
Ronald P. Trout
|
/s/
Robert C. Vaughn
|
|||
|
Ronald
P. Trout
Manager
Date: December __,
2009
|
Robert
C. Vaughn
Manager
Date: December __,
2009
|
|||
EXHIBITS
TO FORM 10-K/A
| EXHIBIT | DESCRIPTION |
| 23.1 | Consent of Grant Thornton LLP |
| 31.1 | Certification of Chief Executive Officer of our Partnership pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 |
| 31.2 | Certification of Chief Financial Officer of our Partnership pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Sec. 1350 |
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have
issued our reports dated February 26, 2009, accompanying the consolidated
financial statements and internal control over financial reporting included in
the Annual Report of Dorchester Minerals, L.P. on Form 10-K for the year
ended December 31, 2008. We hereby consent to the incorporation by
reference of said reports in the Registration Statement of Dorchester Minerals
L.P. on Form S-4 (File No. 333-124544).
/s/ Grant
Thornton LLP
Dallas,
Texas
December
__, 2009
CERTIFICATION
I,
William Casey McManemin, certify that:
|
1.
|
I
have reviewed this annual report on Form 10-K/A of Dorchester Minerals,
L.P.;
|
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
|
4.
|
The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d – 15(f) for the registrant and
have:
|
|
(a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
(b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
(c)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the controls and procedures, as of the end of the period covered by this
report based on such evaluation;
and
|
|
(d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting.
|
|
5.
|
The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
|
(a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
|
(b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
|
Date:
December __, 2009
|
/s/
William Casey McManemin
|
|||
|
William
Casey McManemin
|
||||
|
Chief
Executive Officer of
Dorchester
Minerals Management GP LLC,
The
General Partner of Dorchester Minerals Management LP
The
General Partner of Dorchester Minerals,
L.P.
|
CERTIFICATION
I, H.C.
Allen, Jr., certify that:
|
1.
|
I
have reviewed this annual report on Form 10-K/A of Dorchester Minerals,
L.P.;
|
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
|
4.
|
The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d – 15(f) for the registrant and
have:
|
|
(a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
(b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
(c)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the controls and procedures, as of the end of the period covered by this
report based on such evaluation;
and
|
|
(d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting.
|
|
5.
|
The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
|
(a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
|
(b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
|
Date:
December __, 2009
|
/s/
H.C. Allen, Jr.
|
|||
|
H.C.
Allen, Jr.
|
||||
|
Chief
Financial Officer of
Dorchester
Minerals Management GP LLC,
The
General Partner of Dorchester Minerals Management LP
The
General Partner of Dorchester Minerals,
L.P.
|
CERTIFICATION
PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
(18
U.S.C. SECTION 1350)
In
connection with the accompanying Annual Report of Dorchester Minerals, L.P.,
(the “Partnership”) on Form 10-K/A for the period ended December 31, 2008
(the “Report”), each of the undersigned officers of Dorchester Minerals
Management GP LLC, General Partner of Dorchester Minerals Management LP, General
Partner of the Partnership, hereby certifies that:
|
(1)
|
The
Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d));
and
|
|
(2)
|
The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Partnership.
|
|
Date:
December __, 2009
|
/s/
William Casey McManemin
|
|||
|
William
Casey McManemin
|
||||
|
Chief
Executive Officer
|
||||
|
Date:
December __, 2009
|
/s/
H.C. Allen, Jr.
|
|||
|
H.C.
Allen, Jr.
|
||||
|
Chief
Financial Officer
|