Tamboran Resources Files Definitive Proxy Statement

Ticker: TBNRL · Form: DEF 14A · Filed: Oct 17, 2024 · CIK: 1997652

Sentiment: neutral

Topics: proxy-statement, annual-meeting, governance

TL;DR

Tamboran Resources filed its proxy statement for the Nov 4 meeting. Shareholders vote on company matters.

AI Summary

Tamboran Resources Corp. filed a Definitive Proxy Statement (DEF 14A) on October 17, 2024, for its annual meeting on November 4, 2024. The filing concerns the company's governance and shareholder voting matters, with no specific financial transactions or executive compensation details immediately apparent from this initial review of the cover page.

Why It Matters

This filing is crucial for shareholders as it outlines the agenda for the upcoming annual meeting, including any proposals to be voted on, which can impact the company's future direction and governance.

Risk Assessment

Risk Level: low — This is a routine proxy filing for an annual meeting, not indicating any immediate financial distress or significant operational changes.

Key Players & Entities

FAQ

What is the purpose of a DEF 14A filing?

A DEF 14A filing, or Definitive Proxy Statement, is used by companies to solicit proxy votes from shareholders for their annual or special meetings, detailing information about the meeting agenda, director nominees, executive compensation, and other corporate governance matters.

When is Tamboran Resources Corp's annual meeting scheduled?

The filing indicates that the period of report is 20241104, which is the date of the annual meeting.

What is the filing date of this DEF 14A statement?

The filing date for this DEF 14A statement is October 17, 2024.

What is Tamboran Resources Corp's Standard Industrial Classification (SIC) code?

Tamboran Resources Corp's SIC code is 1311, which corresponds to Crude Petroleum & Natural Gas.

Where is Tamboran Resources Corp headquartered?

Tamboran Resources Corp's business and mailing address is Level 39, Suite 1, Tower One, 100 Barangaroo Avenue, Barangaroo, 2000.

Filing Stats: 4,813 words · 19 min read · ~16 pages · Grade level 12.5 · Accepted 2024-10-17 16:01:52

Key Financial Figures

Filing Documents

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS 1 PROXY STATEMENT SUMMARY 2 PROXY STATEMENT 3 QUESTIONS AND ANSWERS 4 PROPOSAL ONE: TO APPROVE, THE ELECTION OF THE COMPANYS THREE CLASS I DIRECTORS, BEING EACH OF: (1) FREDRICK BARRETT, (2) PATRICK ELLIOTT, (3) STEPHANIE REED 13 CORPORATE GOVERNANCE 19 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 24

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 26 DELINQUIENT SECTION 16(a) REPORTS 28 EXECUTIVE AND DIRECTOR COMPENSATION 29 PROPOSAL TWO: RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANYS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2025 37 REPORT OF THE AUDIT AND RISK MANAGEMENT COMMITTEE 39 PROPOSAL THREE: TO RATIFY AND APPROVE, FOR PURPOSES OF ASX LISTING RULE 7.4 AND FOR ALL OTHER PURPOSES, OF THE PRIOR ISSUANCE OF 489,088 SHARES OF THE COMPANYS COMMON STOCK TO H&P, UPON THE CONVERSION OF THE CONVERTIBLE NOTE 40 PROPOSAL FOUR: TO APPROVE, FOR PURPOSES OF ASX LISTING RULE 10.11 AND FOR ALL OTHER PURPOSES, OF THE ISSUANCE OF 312,500 SHARES OF COMMON STOCK (WHICH MAY BE REPRESENTED BY CDIS) TO DALY WATERS ENERGY, LP (OR ITS NOMINEE) IN SATISFACTION OF CERTAIN PAYMENT OBLIGATIONS UNDER THE TB1 JOINT VENTURE AGREEMENT (AS DEFINED IN THE ANNUAL REPORT) 42 PROPOSAL FIVE: TO APPROVE, FOR PURPOSES OF ASX LISTING RULE 10.14 AND FOR ALL OTHER PURPOSES, OF THE ISSUANCE OF SHARES OF COMMON STOCK (WHICH MAY BE REPRESENTED BY CDIS) TO MR. RYAN DALTON (OR HIS NOMINEE) UP TO A VALUE OF US$200,000 IN EACH FISCAL YEAR DURING THE THREE YEAR PERIOD FROM THE DATE OF THIS ANNUAL MEETING (BEING IN AGGREGATE UP TO A VALUE OF US$600,000) UNDER THE 2024 EQUITY INCENTIVE PLAN, IN LIEU OF THE EQUIVALENT AMOUNT OF DIRECTORS FEES OTHERWISE PAYABLE TO HIM BY THE COMPANY AT HIS ELECTION 44 i Table of Contents

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This Proxy Statement contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Forward-looking statements can be identified by words such as: anticipate, intend, plan, goal, commit, seek, believe, project, estimate, expect, strategy, future, likely, may, should, will and similar references to future periods. It is possible that the Companys future financial performance may differ from expectations due to a variety of factors, including but not limited to: our early stage of development with no material revenue expected until 2026 and our limited operating history; the substantial additional capital required for our business plan, which we may be unable to raise on acceptable terms; our strategy to deliver natural gas to the Australian East Coast and select Asian markets being contingent upon constructing additional pipeline capacity, which may not be secured; the absence of proved reserves and the risk that our drilling may not yield natural gas in commercial quantities or quality; the speculative nature of drilling activities, which involve significant costs and may not result in discoveries or additions to our future production or reserves; the challenges associated with importing U.S. practices and technology to the Northern Territory, which could affect our operations and growth due to limited local experience; the critical need for timely access to appropriate equipment and infrastructure, which may impact our market access and business plan execution; the operational complexities and inherent risks of drilling, completio

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