SCHEDULE 13D/A: Bryan Sheffield and Affiliates Boost Stake in Tamboran Resources Through Strategic Private Placement

Bryan Sheffield and affiliated entities have increased their beneficial ownership in Tamboran Resources Corporation to 17.6% through a new private placement, signaling continued strategic investment.

Summary

• This Amendment No. 1 to Schedule 13D was filed by Bryan Sheffield and associated entities, including Sheffield Holdings, LP, Spraberry Interests, LLC, Daly Waters Energy, LP, Formentera Australia Fund I GP, LP, and Formentera Investments LLC.
• The primary purpose of this amendment is to add Daly Waters Energy, Formentera Australia Fund I GP, and Formentera Investments as new reporting persons and to disclose a recent transaction.
• Daly Waters Energy, LP entered into a Subscription Agreement on May 12, 2025, to purchase an aggregate of 563,697 shares of Tamboran Resources Corporation's Common Stock at a price of $17.74 per share in a private placement.
• The closing of this private placement is contingent upon customary closing conditions, including approval by Tamboran Resources Corporation's stockholders, which is expected to be sought at a special meeting within 90 days of May 12, 2025.
• Bryan Sheffield's aggregate beneficial ownership in Tamboran Resources Corporation is now 2,559,904 shares, representing 17.6% of the Issuer's Common Stock.
• Sheffield Holdings, LP is the record holder of 2,247,404 shares (15.5% of class), with Spraberry Interests, LLC and Bryan Sheffield deemed to share beneficial ownership.
• Daly Waters Energy, LP is the record holder of 312,500 shares (2.1% of class), with Formentera Australia Fund I GP, LP, Formentera Investments LLC, and Bryan Sheffield deemed to share beneficial ownership.
• The percentage ownerships are calculated based on 14,536,774 shares of Common Stock outstanding as of May 1, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q.

Sentiment

Score: 7

Explanation: The document reflects a positive sentiment due to a significant insider investment and capital raise, indicating confidence from a major shareholder. The only minor negative is the contingency of stockholder approval.

Positives

• Significant insider investment by Bryan Sheffield and his affiliated entities demonstrates strong confidence in Tamboran Resources Corporation's future prospects.
• The private placement provides additional capital to Tamboran Resources, which can be used for operational activities or strategic initiatives.
• Increased alignment of interests between a major investor group and the company's long-term success.

Negatives

• The private placement is subject to stockholder approval, introducing a potential hurdle for the transaction's completion.

Risks

• The Daly Waters Private Placement may not close if the required stockholder approval is not obtained.
• The issuance of new shares in the private placement could result in dilution for existing shareholders.

Future Outlook

The closing of the Daly Waters Private Placement is contingent upon customary closing conditions, including approval by Tamboran Resources Corporation's stockholders at a special meeting expected within 90 days of May 12, 2025.

Industry Context

This filing indicates continued investment by a significant shareholder group in Tamboran Resources, an energy company. Such private placements are a common method for companies to raise capital and for strategic investors to increase their stake, particularly in the energy sector where capital requirements can be substantial for exploration and development.

Related Party Transactions

• The private placement involves Daly Waters Energy, LP, an entity linked to Bryan Sheffield, who is a significant existing shareholder and reporting person.
• Bryan Sheffield is the managing member of Formentera Investments LLC, which is the general partner of Formentera Australia Fund I GP, LP, which is the general partner of Daly Waters Energy, LP.
• Bryan Sheffield is also the manager of Spraberry Interests, LLC, which is the general partner of Sheffield Holdings, LP.

Stakeholder Impact

• Shareholders: Potential for minor dilution due to the issuance of new shares, but also a strong vote of confidence from a major investor and an infusion of capital for the company.
• Company: Receives capital from the private placement, strengthening its financial position and potentially supporting future growth initiatives.

Next Steps

• Tamboran Resources Corporation is expected to seek stockholder approval for the Daly Waters Private Placement at a special meeting.
• The special meeting of stockholders is anticipated to be held within 90 days of May 12, 2025.
• Closing of the Daly Waters Private Placement will occur upon satisfaction of customary closing conditions, including stockholder approval.

Key Dates

Recommendation

Keywords

Tamboran Resources Corporation, SEC filing, Schedule 13D, beneficial ownership, private placement, Bryan Sheffield, Sheffield Holdings, Daly Waters Energy, stockholder approval, equity investment, corporate governance, insider ownership