Tamboran Resources Corp
For the period ended Mar 31, 2025. Filed May 14, 2025.
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Mar 31, 2025 · Filed May 14, 2025
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of March 31, 2025, our principal executive officer and principal financial officer concluded that we did
not maintain effective internal control over financial reporting due to the material weakness that was disclosed in our
Annual Report on Form 10-K for the year ended June 30, 2024.
As discussed in Part II, Item 9A, “Controls and Procedures” in our Annual Report on Form 10-K for the
year ended June 30, 2024, we identified the following deficiencies in our internal control over financial reporting,
which in the aggregate, constituted a material weakness:
i) lack of sufficient evidence retained of the performance of internal controls,
ii) insufficient resources in key accounting and finance roles leading to inadequate segregation of duties,
iii) lack of manage access and manage change IT general controls over the cloud-based enterprise resource
planning system, and
iv) accounting for complex transactions in accordance with U.S. GAAP.
Status of Remediation Efforts
In response to the material weakness identified and described above, our management, with the oversight of
the Audit & Risk Management Committee of our Board of Directors, will continue to dedicate significant efforts and
resources to further improve our control environment and to take steps to remediate this material weakness. As part
of our plan to address this material weakness, we are performing a full review, with the assistance of external
consultants, of our processes and internal controls. We have implemented a new enterprise resource planning system
to better support our financial reporting and internal control framework. We have implemented, and plan to continue
to implement, new controls and processes. We will also provide training to control owners, supported by external
consultants, as appropriate, in support of an effective internal control framework, including how to sufficiently
document and evidence the operation of internal controls. We have also hired a Vice President of Information
Technology and a Financial Reporting Manager with extensive knowledge in their respective fields to assist in the
remediation of the above control deficiencies. We will continue to hire accounting and finance personnel, or engage
technical specialists, who possess the required technical knowledge to ensure reporting requirements are met and
segregation of duties are maintained.
While we have begun implementing a plan to remediate this material weakness, we cannot predict the
success of such plan or the outcome of our assessment of this plan at this time. If our steps are insufficient to
successfully remediate the material weakness and otherwise establish and maintain an effective system of internal
control over financial reporting, the reliability of our financial reporting, investor confidence in us, and the value of
our common stock could be materially and adversely affected. We can give no assurance that the implementation of
this plan will remediate this deficiency in internal control or that additional material weaknesses in our internal
control over financial reporting will not be identified in the future. Our failure to implement and maintain effective
internal control over financial reporting could result in errors in our financial statements that could result in a
restatement of our financial statements, or cause us to fail to meet our periodic reporting obligations. For as long as
we are an “emerging growth company” under the JOBS Act, our independent registered public accounting firm will
not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404.
Changes in Internal Control Over Financial Reporting
Except for the implementation of our remediation plans in connection with our ineffective disclosure
controls and procedures described above, there were no changes in the Company’s internal control over financial
reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) during the quarter ended
March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.
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