Dorchester Minerals L P : 2023 Notice and Proxy Statement

DORCHESTER MINERALS, L.P.

3838 Oak Lawn Avenue, Suite 300

Dallas, Texas 75219-4541

August 21, 2023

To our fellow Unitholders:

Our results during 2022 to a large extent benefited from industrywide increases in realized oil and natural gas sales prices. Increases in Royalty Properties and NPI sales volumes were largely a result of continued drilling activity in the Permian Basin. Significant results include the following:

• Net income of $130.6 million;
• Distributions of $131.9 million to our limited partners;
• Acquisition of mineral, royalty and overriding royalty interests representing approximately 2,100 net royalty acres located in 12 counties across Texas and New Mexico in exchange for 816,719 common units representing limited partnership interests in the Partnership valued at $20.4 million and issued pursuant to the Partnership's registration statement on Form S-4;
• Acquisition of mineral and royalty interests representing approximately 3,600 net royalty acres located in 13 counties across Colorado, Louisiana, Ohio, Oklahoma, Pennsylvania, West Virginia and Wyoming in exchange for 570,000 common units representing limited partnership interests in the Partnership valued at $14.8 million and issued pursuant to the Partnership's registration statement on Form S-4;
• First payments on 1,808 gross and ten net new wells completed on our Royalty Properties and 112 gross and two net new wells completed on our NPI Properties. The wells were located in 63 counties and parishes in 12 states with the majority of the activity concentrated in the Permian Basin, Rockies, and South Texas. Included in these totals are wells in which we own both a royalty interest and a net profits interest. Wells with such overlapping interests are counted in both categories;
• Total lease bonus of $8.7 million includes consummation of 31 leases and pooling elections of our mineral interest in undeveloped properties located in 17 counties in four states. Of the total, $7.3 million was attributable to a record lease bonus executed in Reagan County, Texas.

The enclosed Annual Report on Form 10-K and Form 10-K/A includes information about activity on our Royalty Properties and Net Profits Interest. We encourage you to read this information and to contact us with any questions about your investment. In addition, the enclosed Proxy Statement contains important information concerning matters to be voted upon at our 2023 Annual Meeting. Please read the Proxy Statement and submit your vote at your earliest convenience.

We value you as partners and thank you for your continued support.

Sincerely,

Bradley J. Ehrman

Chief Executive Officer

DORCHESTER MINERALS, L.P.

3838 Oak Lawn Avenue, Suite 300

Dallas, Texas 75219-4541

NOTICE OF ANNUAL MEETING OF LIMITED PARTNERS

To Be Held on October 4, 2023

To the Unitholders of Dorchester Minerals:

The Annual Meeting of the Limited Partners of Dorchester Minerals, L.P. will be held at 2 p.m. Central Time on October 4, 2023, in a live virtual meeting format only, via webcast, at www.virtualshareholdermeeting.com/DMLP2023, for the following purposes:

1. To approve Amendment No. 1 to the Dorchester Minerals Management LP Equity Incentive Program, a copy of which is attached hereto as Annex A;
2. To elect three managers who will serve on the Board of Managers and be appointed to the Advisory Committee until the 2024 Annual Meeting of Limited Partners;
3. To approve the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2023;
4. To approve Amendment No. 3 to the Amended and Restated Agreement of Limited Partnership of Dorchester Minerals, L.P., a copy of which is attached hereto as Annex B;
5. To hold an advisory vote on the compensation of our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K or any successor thereto;
6. To hold an advisory vote on the frequency of the advisory vote on executive compensation; and
7. To consider any other matters that may properly come before the meeting.

Only holders of record of common units as of the close of business on August 15, 2023 and valid proxy holders are entitled to notice of, and to vote at, the meeting via live webcast, at www.virtualshareholdermeeting.com/DMLP2023. Unitholders will need their 16-digit control number provided on their proxy card or voting instructions form to vote while attending the meeting online. Unitholders who attend the virtual meeting with their 16-digit control number will have the same rights and opportunities to participate as they would at an in-person meeting, including the ability of Unitholders to vote and ask questions during the meeting. If your voting instruction form does not include a 16-digit control number, you must contact your brokerage firm, bank, or other financial institution for instructions to access the 2023 Annual Meeting. If you do not have your 16-digit control number, you will still be able to attend the 2023 Annual Meeting as a "guest" and listen to the proceedings, but you will not be able to vote or otherwise participate. Unitholders who do not intend to vote at the 2023 Annual Meeting may continue to vote at www.proxyvote.com until 11:59 p.m. Eastern Time the day before the meeting date and in accordance with the instructions in the Partnership's proxy materials. Unitholders may also submit questions for the 2023 Annual Meeting at [e-mail] until 11:59 p.m. Eastern Time five days prior to the date of the 2023 Annual Meeting.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE VIRTUAL ANNUAL MEETING, WE URGE YOU TO VOTE USING ONE OF THE VOTING METHODS DESCRIBED IN THE ATTACHED MATERIALS AT YOUR EARLIEST CONVENIENCE.

If you have any questions or need assistance in voting your units, please call our proxy solicitation agent:

Georgeson LLC

1290 Avenue of the Americas, 9th Floor New York, NY 10104

[phone]

By Order of the Board of Managers of

Dorchester Minerals Management GP LLC,

/s/ William Casey McManeminWilliam Casey McManemin Chairman

August 21, 2023

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Limited Partners to be Held

on October 4, 2023:

The Partnership's Proxy Statement for the 2023 Annual Meeting of Limited Partners and Annual Report on Form 10-K

and 10-K/A for the fiscal year ended December 31, 2022 are available at www.dmlp.net.

DORCHESTER MINERALS, L.P.

3838 Oak Lawn Avenue, Suite 300

Dallas, Texas 75219-4541

PROXY STATEMENT

For

ANNUAL MEETING OF LIMITED PARTNERS

To Be Held on October 4, 2023

SOLICITATION OF PROXIES

This Proxy Statement is being furnished to holders of common units in connection with the solicitation of proxies by our Board of Managers for use at the Dorchester Minerals, L.P. 2023 Annual Meeting. Our general partner is Dorchester Minerals Management LP, and its general partner is Dorchester Minerals Management GP LLC. As a result, the Board of Managers of Dorchester Minerals Management GP LLC exercises effective control of us. Dorchester Minerals Management LP is referred to herein as our general partner, and Dorchester Minerals Management GP LLC is referred to herein as the general partner of our general partner. The approximate date on which definitive copies of this proxy statement and form of proxy are intended to be released to Unitholders is August 24, 2023.

WHEN AND WHERE IS THE 2023 ANNUAL MEETING?

The 2023 Annual Meeting will be held at 2 p.m. Central Time on October 4, 2023, in a live virtual meeting format only, via webcast, at www.virtualshareholdermeeting.com/DMLP2023.

WHAT ARE THE BOARD OF MANAGERS' PROPOSALS?

To (i) approve Amendment No. 1 to the Dorchester Minerals Management LP Equity Incentive Program (as amended, the "Equity Incentive Program"); (ii) elect three managers who will serve on the Board of Managers and be appointed to the Advisory Committee; (iii) approve the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2023; (iv) approve Amendment No. 3 to the Amended and Restated Agreement of Limited Partnership of Dorchester Minerals, L.P. (as amended, the "Partnership Agreement"); (v) approve, by a non-binding advisory vote the compensation paid to the Partnership's named executive officers; and (vi) approve, by a non- binding advisory vote the frequency of submission to Unitholders to advisory "Say on Pay" proposals, as described in this proxy statement.

HOW DOES THE BOARD OF MANAGERS RECOMMEND I VOTE ON THE PROPOSALS?

The Board of Managers recommends a vote:

1. "FOR" the approval of Amendment No. 1 to the Equity Incentive Program;
2. "FOR" each of the nominees to serve on the Board of Managers and the Advisory Committee;

1. "FOR" the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2023;
2. "FOR" the approval of Amendment No. 3 to the Partnership Agreement;
3. "FOR" the approval of the compensation paid to the Partnership's named executive officers; and
4. for "3 YEARS" as the frequency for voting on "Say on Pay" proposals.

HOW WILL VOTING ON ANY OTHER BUSINESS BE CONDUCTED?

The Board of Managers does not know of any business to be considered at the 2023 Annual Meeting other than the proposals described in this Proxy Statement. However, if any other business is properly presented, your signed proxy card gives authority to the persons named in the proxy to vote on such matters at their discretion.

WHO IS ENTITLED TO VOTE?

Each Unitholder as of the close of business on August 15, 2023, the record date, is entitled to vote at the 2023 Annual

Meeting.

HOW MANY UNITS MAY BE VOTED?

As of the record date, 38,715,243 units were outstanding. Each unit entitles its holder to one vote.

WHAT IS A "QUORUM"?

A quorum is established if a majority of the outstanding units are represented in person or by proxy at the 2023 Annual Meeting. There must be a quorum for the 2023 Annual Meeting to be held. If you submit a properly executed proxy card, you will be considered part of the quorum. Proxies received by us that are marked "withhold authority" or abstain, or that constitute a broker non-vote, are counted as present for purposes of establishing a quorum. A broker non-vote occurs when a broker returns a valid proxy but does not vote on a particular matter because the broker does not have the discretionary voting power for that matter and has not received instructions from the beneficial owner.

WHAT VOTE IS REQUIRED TO APPROVE THE PROPOSALS?

The affirmative vote of holders of a majority of units present in person or represented by proxy at the annual meeting and entitled to vote thereon is required to approve Amendment No. 1 to the Equity Incentive Program. Abstentions will have the effect of votes against the proposal to approve Amendment No. 1 to the Equity Incentive Program, but broker non-votes and other limited proxies will have no effect on this proposal.