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TBN on NYSE

Tamboran Resources Corp

Tamboran Resources Corp is an American crude petroleum and natural gas company based in Barangaroo.2 Its shares trade on NYSE under the symbol TBN.2

Price unavailable

Last updated Oct 21, 2026.

Overview

$0Revenue, fiscal 20263
-$26.1MNet income, fiscal 20263

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  • TickerTBN on NYSE2
  • IndustryCrude Petroleum & Natural Gas2
  • HeadquartersWilmington, United States2
  • Incorporated inDE4
  • Business addressLevel 39, Suite 1, Tower One, 100 Barangaroo Avenue, Barangaroo, C3 20004
  • Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company4
  • Legal formCorporation2
  • LEI529900WBYBEP48BB51332
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressc/o THE CORPORATION TRUST COMPANY, CORPORATION TRUST CENTER 1209 ORANGE ST, 19801 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 76409692

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Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2026

-3.3%Return on equity3
0.07×Debt to equity3

Financial statements

Revenue63$0 in 2026
02024: $0$020242025: $0$020252026: $0$02026
Operating income63-$32.7M in 2026+59% since 2024
-$40.0M-$30.0M-$20.0M-$10.0M02024: -$20.5M-$20.5M20242025: -$39.3M-$39.3M2025+92%2026: -$32.7M-$32.7M2026−17%
Net income63-$26.1M in 2026+19% since 2024
-$40.0M-$30.0M-$20.0M-$10.0M02024: -$21.9M-$21.9M20242025: -$36.9M-$36.9M2025+68%2026: -$26.1M-$26.1M2026−29%
Fiscal year2023202420252026
Revenue$06$03$03
Research and development$06$6.0M3$123.0K3
Operating expenses$20.5M6$39.3M3$32.7M3
Operating income-$20.5M6-$39.3M3-$32.7M3
Income tax$06$03$03
Net income-$21.9M6-$36.9M3-$26.1M3
Earnings per share-$2.326-$2.523-$1.163
Earnings per share (diluted)-$2.326-$2.523-$1.163
Shares (weighted, basic)9.5M shares614.7M shares322.5M shares3
Shares (weighted, diluted)9.5M shares614.7M shares322.5M shares3

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Corporate structure

Tamboran Resources Corp sits at the top of its group. 36 entities, 5 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Tamboran Resources Corp

  • Bryan Sheffield Filed SCHEDULE 13D/A on Tamboran Resources Corp, latest Sep 29, 2026 (8 filings since Jul 8, 2024)
  • HITE Hedge Asset Management LLC Filed SCHEDULE 13G on Tamboran Resources Corp, latest Aug 13, 2026 (6 filings since May 14, 2025)
  • Liberty Energy Filed SCHEDULE 13G/A on Tamboran Resources Corp, latest Aug 13, 2026 (2 filings since Jul 8, 2024)
  • Helmerich & Payne Filed SCHEDULE 13G/A on Tamboran Resources Corp, latest Jan 7, 2026 (2 filings since Oct 25, 2024)
  • Tamboran Resources Corp Wilmington, Delaware, United States
    • Falcon E&P South Africa (Pty) Ltd Subsidiary · South Africa
    • Falcon Oil & Gas Australia Limited Subsidiary · Australia
    • Falcon Oil & Gas Holdings Ireland Ltd Subsidiary · Ireland
    • Falcon Oil & Gas Ireland Limited Subsidiary · Ireland
    • Hydro X Gen Pty Limited Subsidiary · Australia
    • Northern Territory LNG Pty Limited Subsidiary · Australia
    • SPCF Financing Pty Limited Subsidiary · Australia
    • Sturt Plateau Compression Facility Holding Pty Limited Subsidiary · Australia
    • Sturt Plateau Compression Facility Holding Trust Subsidiary · Australia
    • Sturt Plateau Compression Facility Mid Pty Limited Subsidiary · Australia
    • Sturt Plateau Compression Facility Mid Trust Subsidiary · Australia
    • Sturt Plateau Compression Facility Sub Pty Limited Subsidiary · Australia
    • Sturt Plateau Compression Facility Sub Trust Subsidiary · Australia
    • Sweetpea Petroleum Pty Limited Subsidiary · Australia
    • Tamboran (B1) Pty Limited Subsidiary · Australia
    • Tamboran (Beetaloo) Pty Limited Subsidiary · Australia
    • Tamboran (Carbon Solutions) Pty Limited Subsidiary · Australia
    • Tamboran (EP318) Pty Limited Subsidiary · Australia
    • Tamboran (Equipment) Pty Limited Subsidiary · Australia
    • Tamboran (IP) Pty Limited Subsidiary · Australia
    • Tamboran (McArthur) Pty Limited Subsidiary · Australia
    • Tamboran (Orion) Pty Limited Subsidiary · Australia
    • Tamboran (West) Pty Limited Subsidiary · Australia
    • Tamboran B2 Pty Limited Subsidiary · Australia
    • Tamboran DC Pty Limited Subsidiary · Australia
    • and 10 more

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Tamboran Resources Corp reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$1.3M3 Jun 30, 2026$828.0K3 Jun 30, 2025+56.5%
Accumulated depreciation$552.0K3 Jun 30, 2026$520.0K3 Jun 30, 2025+6.2%
Property and equipment, net$744.0K3 Jun 30, 2026$308.0K3 Jun 30, 2025+141.6%
Finance-lease assets$14.3M3 Jun 30, 2026$16.5M3 Jun 30, 2025−13.3%
Operating-lease assets (leased space)$2.7M3 Jun 30, 2026$1.5M3 Jun 30, 2025+74.6%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$219.1M3 Jun 30, 2026$39.4M3 Jun 30, 2025+455.6%

Leadership

Who has led Tamboran Resources Corp, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Joel Lynn Riddle2024–now

Chief financial officer

  1. Eric Steven Dyer2024–now

Chief operating officer

  1. Faron James Thibodeaux2024–now
2025
Board members and other officers (12)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive OfficerRohan Vardaro named Jun 11, 202523
  • DirectorAndrew Robb AO named Jun 11, 202523
  • DirectorDavid Siegel named Jun 11, 202523

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Falcon E&P South Africa (Pty) Ltd South Africa5
  • Falcon Oil & Gas Australia Limited Australia5
  • Falcon Oil & Gas Holdings Ireland Ltd Ireland5
  • Falcon Oil & Gas Ireland Limited Ireland5
  • Hydro X Gen Pty Limited Australia5
  • Northern Territory LNG Pty Limited Australia5
  • SPCF Financing Pty Limited Australia5
  • Sturt Plateau Compression Facility Holding Pty Limited Australia5
  • Sturt Plateau Compression Facility Holding Trust Australia5
  • Sturt Plateau Compression Facility Mid Pty Limited Australia5
  • Sturt Plateau Compression Facility Mid Trust Australia5
  • Sturt Plateau Compression Facility Sub Pty Limited Australia5
  • Sturt Plateau Compression Facility Sub Trust Australia5
  • Sweetpea Petroleum Pty Limited Australia5
  • TXM Oil & Gas Exploration Kft. Hungary5
  • Tamboran (B1) Pty Limited Australia5
  • Tamboran (Beetaloo) Pty Limited Australia5
  • Tamboran (Carbon Solutions) Pty Limited Australia5
  • Tamboran (EP318) Pty Limited Australia5
  • Tamboran (Equipment) Pty Limited Australia5
  • Tamboran (IP) Pty Limited Australia5
  • Tamboran (McArthur) Pty Limited Australia5
  • Tamboran (Orion) Pty Limited Australia5
  • Tamboran (West) Pty Limited Australia5
All 37 listed subsidiaries
  • Tamboran B2 Pty Limited Australia5
  • Tamboran DC Pty Limited Australia5
  • Tamboran Equipment, LLC Delaware5
  • Tamboran Geothermal Pty Limited Australia5
  • Tamboran Infrastructure Pty Limited Australia5
  • Tamboran Investments Pty Limited Australia5
  • Tamboran LNG Pty Limited Australia5
  • Tamboran Resources Investments Corp Delaware5
  • Tamboran Resources Investments Holdco Delaware5
  • Tamboran Resources Pty Limited Australia5
  • Tamboran Resources USA, LLC Delaware5
  • Tamboran SPCF Pty Limited Australia5
  • Tamboran Services Pty Limited Australia5

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Sep 25, 20268-K Results of operations24
  2. Aug 31, 20268-K Regulation FD disclosure25
  3. Aug 7, 20268-K Financial statements and exhibits26
  4. May 28, 20268-K Completed an acquisition or sale; Unregistered sale of shares; Regulation FD disclosure27
  5. May 13, 20268-K Results of operations28
  6. May 4, 20268-K Unregistered sale of shares29
  7. Apr 15, 20268-K Other events30
  8. Apr 14, 20268-K Unregistered sale of shares; Other events31
  9. Apr 9, 20268-K Other events32
  10. Apr 6, 20268-K Entered a material agreement33
  11. Apr 3, 20268-K Other events34
  12. Mar 20, 20268-K Entered a material agreement35
  13. Jun 26, 2024New chief executive Joel Lynn Riddle becomes CEO9
  14. Oct 3, 2023Founded Tamboran Resources Corp is founded2

Calendar

Coming up

  1. Nov 12, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.47) a share, on Nov 13, 2025.36

When it reported results

  1. Sep 25, 2026Reported quarterly or annual results24
  2. May 13, 2026Reported quarterly or annual results28
  3. Feb 11, 2026Reported quarterly or annual results37
  4. Nov 13, 2025Reported quarterly or annual results38
  5. Sep 25, 2025Reported quarterly or annual results39
  6. May 14, 2025Reported quarterly or annual results40
  7. Feb 12, 2025Reported quarterly or annual results41
  8. Nov 12, 2024Reported quarterly or annual results42

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

234 filings to the SEC since October 2021: 3 annual reports, 6 quarterly reports, 42 major events, 103 insider forms, 18 large holders, 1 private raises, 61 other. The latest 20:

  1. Sep 29, 2026SCHEDULE 13D/A EDGAR
  2. Sep 25, 202610-K EDGAR
  3. Sep 25, 20268-K EDGAR
  4. Aug 31, 20268-K EDGAR
  5. Aug 13, 2026SCHEDULE 13G/A EDGAR
  6. Aug 13, 2026SCHEDULE 13G EDGAR
  7. Aug 7, 20268-K/A EDGAR
  8. Jul 29, 20264 EDGAR
  9. Jun 8, 2026S-8 EDGAR
  10. Jun 3, 20264 EDGAR
  11. Jun 3, 20264 EDGAR
  12. Jun 3, 20264 EDGAR
  13. Jun 3, 20264 EDGAR
  14. Jun 3, 20264 EDGAR
  15. Jun 3, 20264 EDGAR
  16. Jun 3, 20264 EDGAR
  17. Jun 3, 20264 EDGAR
  18. Jun 3, 20264 EDGAR
  19. May 28, 20268-K EDGAR
  20. May 28, 20264 EDGAR

The 234 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

19 open-market trades by officers, directors and large owners since October 2021: 19 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Apr 13, 2026PACE PHILLIP ZDirectorBuy10,000$36.99$369.9KForm 4
Apr 8, 2026SHEFFIELD SCOTT DDirectorBuy6,990$36.02$251.8KForm 4
Nov 21, 2025PACE PHILLIP ZDirectorBuy2,000$23.50$47.0KForm 4
Jul 22, 2025Formentera Investments LLC10% ownerBuy563,697$17.74$10.0MForm 4
Aug 30, 2024Sheffield BryanDirectorBuy12,424$20.12$250.0KForm 4
Jul 2, 2024Dyer Eric StevenChief Financial OfficerBuy20$23.38$468Form 4
Jul 1, 2024Dyer Eric StevenChief Financial OfficerBuy30$24.44$733Form 4
Jun 28, 2024Thibodeaux Faron JamesChief Operating OfficerBuy15,000$24.00$360.0KForm 4
Jun 28, 2024STONEBURNER RICHARD KDirectorBuy8,300$24.00$199.2KForm 4
Jun 28, 2024Dyer Eric StevenChief Financial OfficerBuy500$24.00$12.0KForm 4
Jun 28, 2024Thibodeaux Faron JamesChief Operating OfficerBuy17,000$24.00$408.0KForm 4
Jun 28, 2024Dyer Eric StevenChief Financial OfficerBuy2,500$24.00$60.0KForm 4
Jun 28, 2024Robb Andrew JohnDirectorBuy2,000$24.00$48.0KForm 4
Jun 28, 2024Sheffield Holdings, LP10% ownerBuy500,000$24.00$12.0MForm 4
Jun 28, 2024STONEBURNER RICHARD KDirectorBuy8,500$24.00$204.0KForm 4
Jun 28, 2024Barrett Fredrick JDirectorBuy6,600$24.00$158.4KForm 4
Jun 28, 2024Reed Stephanie LDirectorBuy8,250$24.00$198.0KForm 4
Jun 28, 2024Dalton RyanDirectorBuy12,500$24.00$300.0KForm 4
Jun 27, 2024Dyer Eric StevenChief Financial OfficerBuy100$22.50$2.2KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Money raised

Private offerings the company reported to the SEC on Form D.

  1. May 12, 2025Raised $38.7 million in a private offering of equity Form D: $51.4 million offered in all Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 94. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
HITE Hedge Asset Management LLC2,881,804$93.7M5.1%+805,489
Gilder Gagnon Howe & Co LLC1,091,386$35.5M0.4%+250,323
Alberta Investment Management Corp858,680$27.9M0.2%No change
Cinctive Capital Management LP655,326$21.3M0.8%+553,315
Yaupon Capital Management LP623,534$20.3M0.7%+88,360
Reaves W H & Co Inc615,001$20.0M0.3%+445,001
HighTower Advisors, LLC456,751$14.8M0.0%+409,218
Ancient Art, L.P.437,142$14.2M2.9%No change
UBS Group AG433,958$14.1M0.0%−33,941
Citadel Advisors LLC398,144$12.9M0.0%+251,432
Merewether Investment Management, LP294,477$9.6M0.2%+225,598
Aventail Capital Group, LP279,162$9.1M0.5%+129,403
Alyeska Investment Group, L.P.271,242$8.8M0.0%New
Two Sigma Investments, LP252,249$8.2M0.0%+99,267
Manufacturers Life Insurance Company, The248,270$8.0M0.0%+10,522
Marshall Wace, Llp202,841$6.6M0.0%+89,407
Macquarie Group Ltd178,103$5.8M0.0%+42,852
SCS Capital Management LLC159,333$5.2M0.0%−40,538
Cooper Investors Pty Ltd155,479$5.1M2.3%+130,157
Arbiter Partners Capital Management LLC134,424$4.4M1.2%+67,212
Franklin Resources Inc129,800$4.2M0.0%+23,700
Hudson Bay Capital Management LP104,007$3.4M0.0%New
Ghisallo Capital Management LLC100,000$3.3M0.1%New
Bank Of America Corp /de/90,383$2.9M0.0%+37,009
Jane Street Group, LLC80,802$2.6M0.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Tamboran Resources Corp is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARTamboran Resources Corp1
  • CIK0001997652
  • Employer ID (EIN)93-411119647
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company47
  • Incorporated inDelaware47
  • Fiscal year endsJune 301
  • Industry code (SIC)1311 Crude Petroleum & Natural Gas1
  • SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance1
  • Business addressLevel 39, Suite 1, Tower One, 100 Barangaroo Avenue, Barangaroo, C3 20001
  • Phone61 2 8330 66261
  • Shares outstanding34,960,006 shares as of Sep 23, 202647
  • Public float$468.2M as of Dec 31, 202547
  • AuditorErnst & Young, Sydney, Australia PCAOB ID 1435; no auditor attestation of internal control over financial reporting47
  • On EDGAR sinceFeb 2, 20241
  • Filings234 in all: 4 (81), 8-K (39), 3 (16), CORRESP (10), 424B5 (8), UPLOAD (8), SCHEDULE 13D/A (7), 10-Q (6)1
    All 35 form types

    4/A (6), SCHEDULE 13G (6), DEF 14A (4), PRE 14A (4), S-1/A (4), 10-K (3), 8-K/A (3), EFFECT (3), ARS (2), DRS/A (2), DRSLTR (2), S-3 (2), S-8 (2), SC 13G (2), SCHEDULE 13G/A (2), 424B4 (1), 8-A12B (1), CERT (1), D (1), DEFM14A (1), DRS (1), FWP (1), PREM14A (1), S-1 (1), S-3/A (1), S-3ASR (1), SC 13D (1)

  • Latest filingsAnnual report (10-K) Sep 25, 2026
    Quarterly report (10-Q) May 13, 2026
    Proxy statement (DEF 14A) Nov 24, 2025
    Latest 8-K (8-K) Sep 25, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.001 par valueTBNNew York Stock Exchange

From the cover page of the 10-K filed Sep 25, 2026 (Section 12(b) of the Exchange Act).47

Risk factors and legal proceedings

The risks Tamboran Resources Corp names in Item 1A of its 10-K filed Sep 25, 2026: 66 risks under these headings, as written.47

  • Risks Related to Our Business and Industry
  • We are an early stage development company with no material revenue expected until after initial gas sales, which commenced in September 2026. We have a limited operating history, and our future performance is uncertain. Our ability to successfully drill and complete the wells identified for our current capital plan will depend on a variety of factors.
  • Our business plan requires substantial additional capital, which we may be unable to raise on acceptable terms in the future, or at all, which may in turn limit our ability to execute on our plans.
  • Our business plan contemplates delivering natural gas to the Northern Territory, the Australian East Coast as well as select markets in South and East Asia. Our ability to deliver natural gas in significant quantities to these markets depends on the construction of additional pipeline capacity. We cannot assure you that we will be able to secure sufficient take-away capacity on our timing or at all.
  • We have no proved reserves at this time and areas that we decide to drill may not yield natural gas in commercial quantities or quality, or at all.
  • We face substantial uncertainties in estimating the characteristics of our property, so you should not place undue reliance on any of our estimates.
  • Drilling wells is speculative, often involving significant costs that may be more than our estimates, and may not result in any discoveries or additions to our future production or reserves. Any material inaccuracies in drilling costs, estimates or underlying assumptions will materially affect our business.
  • We intend to import and implement U.S. practices and technology for use in the development of our properties in the Northern Territory. There is limited experience with these practices and technology within the workforce in the areas we operate. The ability to attract and train a qualified workforce could hamper our present operations and limit our ability to grow.
  • Our inability to access appropriate equipment and infrastructure in a timely manner may hinder our access to natural gas markets and delay the phases of our business plan.
  • Drilling, completions, workover and hydraulic fracturing operations are operationally complex activities which present certain risks that could adversely affect our business, financial condition or results of operations.
  • Our industry requires us to navigate many uncertainties that could adversely affect our financial condition and results of operations.
  • Natural gas prices are volatile. A reduction or sustained decline in prices may adversely affect our business, financial condition or results of operations and our ability to meet our financial commitments or raise capital.
The other 55 risks
  • We may not be able to manage our future growth effectively, which could make it difficult to execute our business strategy.
  • Our business plan contemplates the execution of midstream contracts with certain third parties in order to allow us to supply our own natural gas to the Northern Territory, the Australian East Coast, and/or for export out of Darwin. We cannot assure you that we will be successful in obtaining the commercial contracts necessary to facilitate direct delivery of our natural gas production on commercially reasonable terms, or at all.
  • Construction of midstream projects subjects us to risks of construction delays, cost overruns, limitations on our growth and negative effects on our financial condition, results of operations, cash flows and liquidity.
  • If our assessments of the Beetaloo are materially inaccurate, it will have a fundamental impact on our business.
  • Numerous uncertainties exist in estimating quantities of proved and possible reserves, and any such estimates may be inaccurate.
  • We are dependent on certain members of our management and technical team.
  • We have limited control over properties and investments operated by others or through joint ventures.
  • The inability of one or more third parties who contract with us to meet their obligations to us may adversely affect our financial results.
  • A majority of our assets and operations are located in the Beetaloo, making us vulnerable to risks associated with operating in one geographic area.
  • We may be unable to make accretive acquisitions or successfully integrate acquired businesses or assets, and any inability to do so may disrupt our business and hinder our growth potential.
  • We are subject to numerous risks inherent to the exploration and production of natural gas.
  • Our identified drilling locations are scheduled out over several years, making them susceptible to uncertainties that could materially alter the occurrence or timing of their drilling.
  • The development schedule of natural gas projects, including the availability and cost of drilling rigs, equipment, supplies, personnel and natural gas field services, is subject to delays and cost overruns.
  • Our recurring losses from operations, negative cash flows and substantial cumulative net losses raise substantial doubt about our ability to continue as a going concern.
  • Our long-term business plan contemplates the development of an additional LNG export terminal on the northern coast of Australia. Our ability to develop such a facility is dependent on our ability to attract a third-party partner as well as securing the necessary permits.
  • A financial crisis or deterioration in general economic, business or industry conditions could materially adversely affect our results of operations and financial condition.
  • Events outside of our control, including an epidemic or outbreak of an infectious disease, terrorism, geopolitical instability, and security threats, could have a material adverse effect on our business, liquidity, financial condition, results of operations, and/or cash flows.
  • A terrorist attack or armed conflict targeting our systems or natural gas infrastructure generally could materially adversely impact our operations.
  • Our business could be negatively affected by security threats and disruptions, including electronic, cybersecurity or physical security threats and other disruptions.
  • We are incorporating artificial intelligence technologies into our processes and these technologies may present business, operational, compliance, cybersecurity, and reputational risks.
  • Loss of or compromise to our information and computer systems could adversely affect our business.
  • We may be involved in legal proceedings that could result in substantial liabilities.
  • We are subject to risks related to corporate social responsibility, including the risk that our expectations or estimates regarding environmental, social and governance matters may not be achieved or may be incorrect.
  • Risks Related to Environmental, Legal Compliance and Regulatory Matters
  • We are subject to complex federal, local and other laws and regulations that could adversely affect the cost, manner or feasibility of conducting our operations or expose us to significant liabilities.
  • We face community opposition from certain parties with respect to our development of the Beetaloo and related operations, which could result in significant costs and delays and could impede our ability to obtain the government approvals required for such operations.
  • The exploration and development of natural gas in the Beetaloo can pose native title and heritage risks, potentially leading to legal disputes, operational disruptions, and reputational damage.
  • Upon entering the Safeguard Mechanism, when facility operated Scope 1 emissions exceed 100,000 t-CO2-e per annum, we are required by the Australian government to produce natural gas in the Beetaloo on a Scope 1 net zero basis. We also have set an internal net zero goal with respect to natural gas production. Meeting these requirements and goals may increase our costs of production, and we may be unable to meet these requirements and goals.
  • factor titled “We are subject to risks related to corporate social responsibility, including the risk that our expectations or estimates regarding environmental, social and governance matters may not be achieved or may be incorrect.”
  • Attention to sustainability and ESG matters and environmental conservation measures may adversely impact our business.
  • Federal and local legislative and regulatory initiatives relating to hydraulic fracturing as well as governmental reviews of such activities could result in increased costs and additional operating restrictions or delays in the completion of natural gas wells and adversely affect our production.
  • Our operations are subject to risks relating to climate change that could increase compliance or operating costs, limit natural gas exploration and production areas, and reduce demand for the natural gas we produce.
  • Our ability to pursue our business strategies may be adversely affected if we incur costs and liabilities due to a failure to comply with environmental, health and safety laws or regulations or a release into the environment.
  • Our future gathering systems and processing, treating and fractionation facilities will be subject to regulation by the Northern Territory that could have a material adverse effect on our operations and cash flows.
  • We may face unanticipated water and other waste disposal costs as a result of increased water-related laws and regulations.
  • Restrictions on drilling, completion, production or related activities intended to protect certain species of wildlife may adversely affect our ability to conduct drilling activities in some of the areas where we operate.
  • Risks Related to our Corporate Structure
  • We are a holding company. Our sole material asset is our equity interest in TR Ltd., and we will be accordingly dependent upon distributions from TR Ltd. to pay taxes and cover our corporate and other overhead expenses.
  • We may be unable to achieve some or all of the benefits that we expect to achieve from the Corporate Reorganization, which could materially adversely affect our business, financial condition and results of operations.
  • Risks Related to Environmental, Legal Compliance and Regulatory Matters (Hungary)
  • Risks Related to our Common Stock and our CDIs
  • The requirements of being a public company, including compliance with the reporting requirements of the ASX listing rules and the Exchange Act, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.
  • Changes in foreign currency exchange rates could materially adversely affect our business, results of operations or financial condition.
  • We have engaged in transactions with our affiliates and expect to do so in the future. The terms of such transactions and the resolution of any conflicts that may arise may not always be in our or our stockholders’ best interests.
  • Our certificate of incorporation and bylaws, as well as Delaware law, contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our CDIs and common stock.
  • Our certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.
  • We do not expect to generate positive cash flow until at least 2028. As a result we do not expect to pay dividends on our CDIs or common stock in the foreseeable future. Consequently, the ability of CDI holders and common stockholders to achieve a return on investment will depend on appreciation in the trading price of our CDIs and common stock.
  • We may issue preferred stock whose terms could adversely affect the voting power or value of our CDIs and common stock.
  • We have identified a material weakness in our internal control over financial reporting. Any material weakness may cause us to fail to timely and accurately report our financial results or result in a material misstatement of our financial statements.
  • For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, which apply to other public companies.
  • We anticipate losing our “emerging growth company” status in the next fiscal year and we will be subject to additional public company reporting and disclosure requirements that may increase our legal and compliance costs.
  • Because we have elected to take advantage of the extended transition period pursuant to Section 107 of the JOBS Act, our financial statements may not be comparable to those of other public companies.
  • Our outstanding CDIs are listed on the ASX and are freely tradable in the public markets in Australia. Trading in our CDIs may have a material adverse effect on the trading price of our common stock on the NYSE.
  • The different characteristics of the capital markets in Australia and the United States may negatively affect the trading prices of our CDIs and common stock and may limit our ability to take certain actions typically performed by a U.S. company.
  • Our ability to raise additional capital may be significantly limited by listing rules of the ASX that limit the amount of common stock that we are permitted to issue without stockholder approval.
  • An investor may have limited ability to bring an action against us or against our directors and officers, or to enforce a judgment against us or them, because we conduct a majority of our operations in Australia, and many of our directors and officers reside outside the United States.
  • As a result of listing CDIs on the ASX, we are subject to the listing rules of the ASX, which may strain our resources, divert management’s attention and affect our ability to manage our business or raise additional capital.
  • The market price of our common stock may be adversely affected by arbitrage activities.
  • Changes in accounting standards issued by the Financial Accounting Standards Board (“FASB”) or other standard-setting bodies may adversely affect our financial statements.

Legal proceedings

Other than as described below, as of the date of this report, we are not a party to any material pending legal proceedings, nor are we aware of any material civil proceeding or government authority contemplating any legal proceeding, and to our knowledge, no such proceedings by or against us have been threatened. We anticipate that we and our subsidiaries may from time to time in the future become subject to claims and legal proceedings arising in the ordinary course of business. It is not feasible to predict the outcome of any such proceedings, and we cannot ensure that their ultimate disposition will not have a materially adverse effect on our business, financial condition, cash flows or results of operations.

The opening of Item 3, Legal Proceedings.47

Sources

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