Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously reported on November 23, 2021, Dorchester Minerals, L.P., a Delaware limited partnership (the "Partnership"), entered into a Contribution and Exchange Agreement, dated November 22, 2021 (the "Contribution and Exchange Agreement"), with Gemini 5 Thirty, LP, a Texas limited partnership ("Gemini"), the terms and conditions of which provide for Gemini to contribute certain interests in oil and gas properties, rights and related assets (the "Properties") to the Partnership in exchange for 1,580,000 common units representing limited partnership interests in the Partnership. The Properties consist of mineral and royalty interests in producing and non-producing oil and natural gas properties representing approximately 4,600 net royalty acres located in 27 counties across New Mexico, Oklahoma, Texas and Wyoming. The Contribution and Exchange Agreement includes customary representations, warranties, covenants and indemnities of the Partnership and Gemini and also provides for Gemini to pay the Partnership at closing an amount of cash equal to the aggregate amount of cash receipts from or attributed to the Properties that are received by Gemini during the period beginning on October 1, 2021 and ending on December 31, 2021.

No material relationships exist between the Partnership and Gemini.

The Partnership and Gemini structured the transaction as a non-taxable contribution and exchange. The Partnership completed its acquisition of the Properties of Gemini pursuant to the Contribution and Exchange Agreement on December 31, 2021. In exchange, the Partnership issued to Gemini an aggregate of 1,580,000 common units representing limited partnership interests in the Partnership, the offer and sale of which are registered by the Partnership's registration statement on Form S-4.

The foregoing description of the Contribution and Exchange Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated into Item 2.01 by reference. The Contribution and Exchange Agreement has been included to provide unitholders with information regarding its terms. It is not intended to provide any other factual information about the Partnership, Gemini or their respective affiliates. The representations, warranties, and covenants contained in the Contribution and Exchange Agreement were made only for purposes of the Contribution and Exchange Agreement and as of the specific dates set forth therein, were solely for the benefit of the parties thereto, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties thereto instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to unitholders. Unitholders are not third-party beneficiaries under the Contribution and Exchange Agreement and should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Contribution and Exchange Agreement, which subsequent information may or may not be fully reflected in the Partnership's public disclosures.

Item 7.01 Regulation FD Disclosure.

On December 31, 2021, the Partnership issued a press release announcing the completion of the transaction contemplated by the Contribution and Exchange Agreement (the "Press Release"). A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Limitation on Incorporation by Reference:

In accordance with general instructions B.2 and B.6 of Form 8-K, the information in this Item 7.01 and Exhibit 99.1 is furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

2.1 Contribution and Exchange Agreement dated November 22, 2021, by and among

Dorchester Minerals, L.P., and Gemini (incorporated by reference to Exhibit
    2.1 to Dorchester Minerals' Current Report on Form 8-K filed with the SEC on
    November 23, 2021).



99.1   Press release dated December 31, 2021.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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