Good morning, and welcome to the Tamboran Resources Corporation annual meeting of stockholders. I'd now like to turn the meeting over to Dick Stoneburner, Non-Executive Chairman. Please go ahead, sir.
Good morning, ladies and gentlemen. It's a pleasure to welcome you to this annual meeting of Stockholders of Tamboran Resources Corporation. I am Dick Stoneburner, Non-Executive Chairman. I firstly want to acknowledge the traditional owners of the land on which we work and operate. We recognize their continuing connection to land and pay our respects to their elders, past, present, and emerging. With those introductory comments complete, the meeting will now come to order. An agenda that outlines the order of business for the meeting has been made available through the online virtual meeting portal. You are cordially invited to virtually attend the Annual Meeting for the purpose of considering and voting upon the following proposals, collectively referred to as the proposals. Number one, the election of the company's three Class I directors, being each of Frederick Barrett, Patrick Elliott, and Stephanie Reed.
Number two, ratification of the appointment of Ernst & Young, LLP, as the company's independent registered public accounting firm for the fiscal year ending June 30, 2025. Number three, ratification and approval for purposes of ASX Listing Rule 7.4 and for all other purposes of the prior issuance of 489,088 shares of the company's common stock to H&P upon the conversion of the convertible note. Four, approval for purposes of ASX Listing Rule 10.11 and for all other purposes of the issuance of 312,500 shares of common stock, which may be represented by CDIs, to Daly Waters Energy, LP, or its nominee, in satisfaction of certain payment obligations under the TB1 joint venture agreement as defined in the annual report.
And five, approval for purposes of ASX Listing Rule 10.14 and for all other purposes of the issuance of shares of common stock, which may be represented by CDIs, to Mr. Ryan Dalton or his nominee, up to a value of $200,000 in each fiscal year during a three-year period from the date of this annual meeting, being an aggregate up to a value of $600,000 under the 2024 Equity Incentive Plan, in lieu of the equivalent amount of director's fees otherwise payable to him by the company at his election. I would like now to begin the meeting by introducing the current members of the company's board of directors who have dialed into the webcast. Joining me today are Joel Riddle, Ryan Dalton, Stephanie Reed, Fred Barrett, Patrick Elliott, David Siegel, Andrew Robb, and John Bell.
We also have members of the company's executive management team in attendance. Holders of common stock are welcome to submit questions where indicated in the online portal, and management will look to respond to your questions as appropriate or at a later date. I will also ask the company's secretary to read out any questions received.
I have no questions received.
Thank you. If no further questions, we will now move to the resolutions to be considered at this meeting as set out in the notice of meeting. Rohan Vidwans, our Corporate Secretary, will serve as secretary of the meeting and will record the proceedings, and I will serve as the chair of the meeting. At this time, I would like to ask Rohan if proxy materials of this annual meeting have been sent to all stockholders entitled to vote at this meeting.
Thank you and good morning. Yes, I have here an affidavit from an authorized representative of Broadridge Financial Solutions, Inc, duly signed, which states that on October 17th, 2024, proxy materials were mailed to stockholders of record at the close of business on September 17th, 2024. Stockholders were provided electronic access to our proxy statement, proxy card, annual report, and other material necessary to vote at this meeting, and could request hard copies of the documentation as outlined in our notice. This affidavit will be filed with the minutes of the meeting.
The affidavit is accepted. Rohan Vidwans will now discuss the procedures for transacting the business of the meeting.
This meeting is being hosted live via a virtual stockholder meeting room. A copy of the agenda for the meeting is available through the online virtual meeting portal, and the meeting will take place as described in the agenda. Guidelines for the conduct of the meeting have also been made available through the online virtual meeting portal. Any stockholder entitled to vote may vote while connected to the meeting room using the Vote Here tab through the virtual meeting portal. Any ballot not received when called for will not be counted. You will have an opportunity to vote when the polls are open later in the meeting, although if you have already submitted your vote by proxy, you need not vote again. We will announce the initial results of the report of the inspectors of election when voting is complete.
An authorized representative of American Election Services, LLC, is in attendance today and has been appointed to serve as the inspector of election for this meeting. He has signed an oath to act as the inspector of election, and this oath will be filed with the minutes of this meeting. The inspector has the registered stockholder list of the company at the close of business on Tuesday, September 17th, 2024, the record date for the meeting, which shows the registered stockholders and their respective number of shares entitled to vote at this meeting. This list was made available for examination by stockholders at the company's corporate offices and will be filed with the minutes of this meeting. Will the secretary now report the number of shares beneficial and registered represented at this meeting?
Out of the total number of shares of common stock outstanding as of the record date and entitled to vote at this meeting, there are present or represented by proxy not less than a majority in voting power of the outstanding shares of common stock entitled to vote this annual meeting.
A quorum is present at the meeting, so I declare the meeting duly and lawfully convened. The meeting is now open and ready for business. Since no stockholder nominations or proposals were properly filed in advance of this meeting, as provided for in the bylaws, the business of the meeting is limited to the five matters stated in the proxy materials. Please feel free to read the compliance statement at your leisure. The first item of business is item one, the election of the company's three Class I Directors, being each of one, Frederick Barrett, two, Patrick Elliott, three, Stephanie Reed. The election is discussed in the proxy statement that was made available to stockholders prior to the annual meeting. The Board of Directors of the company recommends that stockholders vote for this proposal.
The next item of business is item two, the ratification of the appointment of Ernst & Young, LLP, as the company's independent registered public accounting firm for the fiscal year ending June 30, 2025. The board of directors of the company unanimously recommended that stockholders vote for this proposal. The next item of business is item three, the ratification and approval for purposes of ASX Listing Rule 7.4 and for all other purposes of the prior issuance of 489,088 shares of the company's common stock to H&P upon the conversion of the 5.5% convertible senior note due 2029 between H&P, the company, and the guarantors thereto dated June 4th, 2024. The board of directors of the company, other than Mr. John Bell, who abstains given his personal interest in this proposal, recommend that stockholders vote for this proposal.
The next item of business is item four, the approval for purposes of ASX Listing Rule 10.11 and for all other purposes of the issuance of 312,500 shares of common stock, which may be represented by CDIs, to Daily Waters Energy, LP, or its nominee, in satisfaction of certain payment obligations under the TBI, TB1, joint venture agreement as defined in the Annual Report. The board of directors of the company, other than Sheffield Holdings, LP, Mr. Brian Sheffield or Stephanie Reed, who abstain given their personal interest in this proposal, recommends that stockholders vote for this proposal.
The next item of business is item five, the approval for purposes of ASX Listing Rule 10.14 and for all other purposes of the issuance of shares of common stock, which may be represented by CDIs, to Mr. Ryan Dalton or his nominee, up to a value of $200,000 in each fiscal year during the three-year period from the date of this annual meeting, being an aggregate up to a value of $600,000 under the 2024 Equity Incentive Plan, in lieu of the equivalent amount of director's fees otherwise payable to him by the company at his election.
The Board of Directors of the company, other than Mr. Ryan Dalton or his nominee, who abstains given his personal interest in this proposal, recommends that stockholders vote for this proposal. If you are a holder of CDIs, in accordance with your voting instructions, you should have previously submitted your voting instructions to Boardroom Limited no later than 4:00 P.M. U.S. Central Time on November 2nd, 2024, or 9:00 A.M. Australian Eastern Daylight Time on November 3rd, 2024.
I would again like to express my sincere appreciation to the stockholders who attended this meeting and to those who submitted their proxy. I understand that the preliminary report of the inspector of election has been delivered to the company. Inspector, will you please announce the results of the stockholders' vote?
Thank you, Mr. Chairman. My preliminary report indicates that at least the majority of the outstanding shares present via the virtual meeting room were represented by proxy and entitled to vote, voted in favor of the proposed items one through five, and that is all for the preliminary report, Mr. Chairman.
I'm pleased to announce the following based on the preliminary results. Since the number of votes in favor of approval of proposal items one through five represents more than a majority of the outstanding shares present via the virtual stockholder meeting room or represented by proxy and entitled to vote, I am pleased to announce that, one, the election of the company's three Class I Directors, being each of Frederick Barrett, Patrick Elliott, Stephanie Reed, has been ratified. Two, the appointment of Ernst & Young, LLP, as the company's independent registered public accounting firm for the fiscal year ending June 30th, 2025, has been ratified and approved. Number three, the prior issuance of 489,088 shares of the company's common stock to H&P upon the conversion of the 5.5% convertible senior note due 2029 between H&P, the company, and the guarantors thereto dated June 4th, 2024, has been ratified and approved.
Number four, the issuance of 312,500 shares of common stock, which may be represented by CDIs, to Daily Waters Energy, LP, or its nominee, in satisfaction of certain payment obligations under the TB1 Joint Venture Agreement as defined in the Annual Report, has been approved. Number five, the issuance of shares of common stock, which may be represented by CDIs, to Mr. Ryan Dalton or his nominee, up to a value of $200,000 in each fiscal year during the three-year period from the date of this annual meeting, being an aggregate up to a value of $600,000 under the 2024 Equity Incentive Plan, in lieu of the equivalent amount of director's fees otherwise payable to him by the company at his election, has been approved.
I hereby request that the final report of the inspector of election be filed with the minutes of this meeting. This concludes the formal matters to be acted upon at this annual meeting. The results of the polling will be disclosed on the NYSE and ASX as required. Once again, I wish to thank you for your participation. Operator, you may now disconnect the meeting.