Tamboran Resources Ltd. announced Thursday it plans to transfer all its ordinary shares to a new corporation in Delaware state, saying the USA provides a more suitable investment environment for the company’s future compared to its current base Australia.
Subject to approval by shareholders, “the Company will de-list from ASX and become a wholly owned subsidiary of Tamboran US HoldCo”, gas explorer Tamboran said in a filing with the Australian Securities Exchange (ASX).
“The Company’s Board of Directors believes that the Scheme will best position Tamboran Group for the next phase of its growth as Tamboran seeks to accelerate the commercialization of the Beetaloo Subbasin, including by better positioning Tamboran Group in a deeper capital market in the United States where shale investors are more active… [and] providing access to a broader US investor pool, which is more familiar with shale developments, than were previously unable or unlikely to invest in non-US securities”, the regulatory disclosure said. Referring to the latter advantage, Tamboran added, “This may lead to a better reflection of valuation for Tamboran US HoldCo over time and improve liquidity in the trading of the Company’s shares”.
Beetaloo is an Australian asset where Tamboran expects to recover two trillion cubic feet of gas, based on the drilling-derived best estimate of contingent resources it announced September 27. In the basin, Tamboran holds a 38.75 percent stake and operatorship in exploration permits (EPs) 76, 98 and 117, while co-venturer Falcon Oil & Gas Ltd. owns 22.5 percent. Tamboran also operates EP 136 in the same basin with 100 percent ownership. In Beetaloo EP 161, Tamboran has 25 percent non-operated ownership.
Thursday’s announcement added the “redomicile” would provide “access to lower-cost US debt and equity capital markets, which are larger and more diverse than Australian capital markets”, enabling the company to fund growth with lower costs and dilution to shareholders.
Moreover the move would simplify Tamboran’s corporate structure “for potential future merger, sale or acquisition transactions, which may increase Tamboran Group’s attractiveness as a potential target to strategic and merger partners, sellers or acquirers”, the filing added.
While migrating its ordinary shares, Tamboran plans to maintain CHESS depository interests (CDI) in the ASX. CDI is a form of Australian beneficial shareholding, or ownership in which an investor receives benefits under a property named to a different entity. CDI holders, who may hold direct stakes, foreign securities, of government bond depository interests, may derive their “beneficial interest in the relevant foreign equity, debt or other security through one or more nominee companies, known as depositary nominees”, the ASX says in an explanatory document on its website.
“[I]n consideration for the transfer of the Tamboran Shares to Tamboran US HoldCo, Tamboran Shareholders will receive one CDI in Tamboran US HoldCo (conferring an interest in 1/200th of a share of common stock in Tamboran US HoldCo) for each Tamboran Share held on the record date for the Scheme, which will continue to be traded on ASX under the code TBN”, Tamboran said. “Tamboran Shareholders will retain an equivalent proportional economic interest in Tamboran US HoldCo as they previously held in the Company, subject to the sale facility aspect of the Scheme dealing with the interests of ineligible foreign holders”.
Besides ASX clearance, approval by the Australian Federal Court and shareholder vote, an independent assessment has been employed as one of the conditions for the transfer to the USA. “The Company has appointed an independent expert, BDO Corporate Finance (WA) Pty Ltd, to determine whether the Scheme is in the best interests of Tamboran Shareholders”, Tamboran said, adding the independent report would be delivered to shareholders this month.
The voting by shareholders is expected to be held next month, Tamboran said.
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