Tamboran Resources (TBN) risk factors, FY2024 10-K

Risks Related to Our Business and Industry

1. 01Our 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
2. 02the effects of competition by other companies operating in the oil and natural gas industry
3. 03We 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
4. 04We face substantial uncertainties in estimating the characteristics of our property, so you should not place undue reliance on any of our estimates
5. 05Drilling 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
6. 06Our 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
7. 07Drilling, 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
8. 08Our industry requires us to navigate many uncertainties that could adversely affect our financial condition and results of operations
9. 09regulatory compliance, including limitations on wastewater disposal, discharge of greenhouse gases and hydraulic fracturing
10. 10Natural 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
11. 11changes to the current economic importance of natural gas development and production industry in Australia would be likely to have an adverse effect on our business, financial condition and profits
12. 12liquefied petroleum products supply and demand balances
13. 13We may not be able to manage our future growth effectively, which could make it difficult to execute our business strategy
14. 14Construction of midstream projects subjects us to risks of construction delays, cost over-runs, limitations on our growth and negative effects on our financial condition, results of operations, cash flows and liquidity
15. 15If our assessments of the Beetaloo are materially inaccurate, it will have a fundamental impact on our business
16. 16potential environmental and other liabilities
17. 17Numerous uncertainties exist in estimating quantities of proved and possible reserves and any such estimates may be inaccurate
18. 18We are dependent on certain members of our management and technical team
19. 19We have limited control over properties and investments operated by others or through joint ventures
20. 20All of our assets and operations are located in the Beetaloo, making us vulnerable to risks associated with operating in one geographic area
21. 21Our business is subject to operating hazards that could result in substantial losses or liabilities for which we may not have adequate insurance coverage
22. 22repairs to resume operations
23. 23We are subject to numerous risks inherent to the exploration and production of natural gas
24. 24Our 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
25. 25The 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
26. 26Part of our business strategy involves using some of the latest available horizontal drilling and completion techniques, which involve risks and uncertainties in their application
27. 27the ability to successfully clean out the wellbore after completion of the final fracture stimulation stage
28. 28Shale gas completions require significant amounts of water which is subject to delays in regulatory approval from certain aquifers and the cost of utilization of aquifer water may increase over time
29. 29Our recurring losses from operations, negative cash flows and substantial cumulative net losses raise substantial doubt about our ability to continue as a going concern
30. 30Our 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
31. 31A financial crisis or deterioration in general economic, business or industry conditions could materially adversely affect our results of operations and financial condition
32. 32Concerns about global economic growth can result in a significant adverse impact on global financial markets and commodity prices. In addition, any financial crisis may cause us to face limitations on our ability to access the debt and equity capital markets and complete asset purchases or sales
33. 33Events 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
34. 34A terrorist attack or armed conflict targeting our systems or natural gas infrastructure generally could materially adversely impact our operations
35. 35Our business could be negatively affected by security threats and disruptions, including electronic, cybersecurity or physical security threats, incidents and other disruptions
36. 36Loss of our information and computer systems could adversely affect our business
37. 37Our business, as well as those of other companies, faces increasing public scrutiny related to ESG activities, which are increasingly considered to contribute to the long-term sustainability of a company’s performance

Risks Related to Environmental, Legal Compliance and Regulatory Matters

1. 38We 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
2. 39Shifts in government policy could have varying degrees of impact on our operations and its profitability and could range from loss or reduction in industry incentives, preventing infrastructure development to moratoriums on future natural gas development in specific areas or across the Beetaloo
3. 40Our operations are also subject to the Petroleum Act, which allows for the unitization of a petroleum pool that extends beyond a license area, but which is desirable for efficiency and avoiding wasteful and harmful development and practices
4. 41We 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
5. 42The 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
6. 43Increased attention to ESG matters and environmental conservation measures may adversely impact our business
7. 44Federal 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
8. 45Our 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
9. 46Significant physical effects of climatic change have the potential to damage our facilities, disrupt our production activities and cause us to incur significant costs in preparing for or responding to those effects
10. 47Despite efforts to conduct activities in an environmentally responsible manner and in accordance with applicable laws, there is a risk that gas activities may cause harm to the environment which could impact production or delay future development timetables
11. 48In addition, if we were to be held responsible for environmental damage, in addition to remediation costs, we may suffer reputational damage, possible suspension or cessation of operations, revocation of permits or financial penalties
12. 49Work Health and Safety (National Uniform Legislation) Act 2011 (NT)
13. 50Our 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
14. 51We may face unanticipated water and other waste disposal costs as a result of increased water-related regulations
15. 52Restrictions 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
16. 53Our business is subject to complex and evolving laws and regulations regarding privacy and data protection

Risks Related to our Corporate Structure

1. 54We 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 our Common Stock and our CDIs

1. 55The 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
2. 56related regulations of the SEC and the requirements of the ASX and NYSE. Complying with these statutes, regulations and requirements occupies a significant amount of our time and causes us to incur significantly costs and expenses
3. 57Furthermore, Changes in foreign currency exchange rates could materially adversely affect our business, results of operations or financial condition
4. 58We 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
5. 59Our 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
6. 60establishing advance notice and certain information requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings
7. 61We may issue preferred stock whose terms could adversely affect the voting power or value of our CDIs and common stock
8. 62We 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
9. 63For 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
10. 64Because 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
11. 65Our outstanding CDIs will be listed on the ASX and will be 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
12. 66The 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
13. 67Our 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
14. 68An 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
15. 69As 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
16. 70prohibit “golden parachutes” or other termination benefits for officers upon a change in ownership or control of us
17. 71prior to release to any other person, release announcements through the ASX as the central collection point for market sensitive information
18. 72The market price of our common stock may be adversely affected by arbitrage activities
19. 73Changes in accounting standards issued by the Financial Accounting Standards Board (“FASB”) or other standard-setting bodies may adversely affect our financial statements