S-1/A: Tamboran Resources Corporation Files Amendment for Initial Public Offering

Tamboran Resources Corporation has filed an amendment to its Form S-1 registration statement for an initial public offering of 6,500,000 shares of common stock.

Summary

• Tamboran Resources Corporation, a Delaware corporation, is planning an initial public offering (IPO) of its common stock.
• The company is offering 6,500,000 shares to the public.
• Underwriters have a 30-day option to purchase up to 975,000 additional shares.
• The anticipated IPO price is between $24.00 and $27.00 per share.
• The company has applied to list its common stock on the New York Stock Exchange (NYSE) under the symbol TBN.
• Cornerstone investors have indicated an interest in purchasing up to $22.5 million in shares at the IPO price.
• At the closing of the offering, $7.5 million in shares will be issued to Daly Waters Energy, LP at the IPO price to satisfy joint venture obligations.
• The company is an emerging growth company and will comply with certain reduced public company reporting requirements.
• The underwriters expect to deliver the shares of common stock on or about , 2024.
• Dealers effecting transactions in the common stock within 25 days after the prospectus date may be required to deliver a prospectus.

Sentiment

Score: 6

Explanation: The document is largely factual and descriptive, outlining the terms of the IPO and the company's business plan. While there are positive aspects such as cornerstone investor interest and potential for growth, there are also significant risks and uncertainties associated with the company's early stage of development.

Positives

• Cornerstone investors have indicated interest in purchasing shares.
• Listing on the NYSE is authorized, subject to official notice.
• The company has a comprehensive sustainability program.
• The company has contracted H&P to exclusively provide drilling services for our wells in the Beetaloo.
• The company has an agreement with Liberty Energy to provide a dedicated frac fleet and personnel.

Negatives

• The indication of interest from cornerstone investors is non-binding.
• The company is an emerging growth company, which means reduced reporting requirements.
• The company has identified a material weakness in its internal control over financial reporting.
• The company has recurring losses from operations, negative cash flows and substantial cumulative net losses raise substantial doubt about our ability to continue as a going concern.

Risks

• Investing in the company's common stock involves risks described in the prospectus.
• The company is an early stage development company with no material revenue expected from production until 2026, at the earliest.
• The company has 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.
• The company's 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.
• The company's business plan contemplates delivering natural gas to 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.

Future Outlook

The company plans to drill additional wells in 2024 and 2025, progress the Shenandoah South Pilot Project, and achieve ~40 MMcf/d (gross) plateau production in 1H 2026.

Industry Context

The announcement relates to the energy sector, specifically natural gas exploration and production in Australia, and the global energy transition.

Comparison to Industry Standards

• The document mentions the Marcellus Shale of the Appalachian Basin in the northeastern United States as an analogous reservoir to the Middle Velkerri shale of the Beetaloo.
• The company is importing U.S. unconventional drilling and completion techniques, best-practices and technology.

Related Party Transactions

• Transactions with Helmerich & Payne International Holdings, LLC (H&P) and Bryan Sheffield are disclosed.
• Daly Waters Royalty holds an ORRI of 2.3% of the petroleum produced from the land over which the EP 76, 98 and 117 was originally granted.
• Daly Waters Royalty holds an ORRI of 2.3% of the petroleum produced from the land over which the EP 136, 143, and EP(A) 197 was originally granted.

Stakeholder Impact

• Shareholders will be impacted by the IPO and potential dilution.
• Employees may be affected by the company's ability to execute its business plan.
• Customers may benefit from increased natural gas supply.
• Suppliers and creditors may be impacted by the company's financial performance.

Next Steps

• Drill and complete additional wells in 2024 and 2025.
• Progress the Shenandoah South Pilot Project.
• Achieve ~40 MMcf/d (gross) plateau production in 1H 2026.
• Seek joint venture approval of the Shenandoah South Pilot Project in mid-2024.
• Market the gas produced from initial wells in the Northern Territory beginning in 2026.
• Commence construction of the NTLNG project as early as 2027.
• Seek additional strategic partners for financing and development of infrastructure projects.

Key Dates

Keywords

IPO, initial public offering, common stock, Tamboran Resources, Beetaloo Basin, natural gas, exploration, production, CDI, Australia, NYSE