SJT San Juan Basin Royalty Trust

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to

Section 14(a) of the

Securities Exchange Act of 1934

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SAN JUAN BASIN ROYALTY TRUST

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Copies to:

Payment of Filing Fee (check the appropriate box):

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(4)

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Filing Party:

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SAN JUAN BASIN ROYALTY TRUST

c/o PNC BANK, NATIONAL ASSOCIATION

2200 POST OAK BLVD., FLOOR 18

HOUSTON, TEXAS 77056

NOTICE OF ADJOURNMENT AND

ADJOURNED SPECIAL MEETING TO BE

HELD ON JANUARY 16, 2024

December 5, 2023

Dear Unit Holder:

You previously received proxy materials relating to a special meeting of unit holders (the “Unit Holders”) of The San Juan Basin Royalty Trust (the “Trust”), an express trust formed under the laws of the State of Texas and governed by the terms of the Amended and Restated Royalty Trust Indenture made effective as of December 12, 2007 (the “Indenture”), which was held in person at 2200 Post Oak Blvd., Floor 19, Houston, Texas 77056 and virtually via webcast at www.virtualshareholdermeeting.com/SJT2023SM on December 1, 2023, at 10:00 a.m., Central Time (the “Special Meeting”). The Trust previously filed a proxy statement describing the business to be transacted at the Special Meeting, and a proxy card for use in voting, with the Securities and Exchange Commission on October 2, 2023, as supplemented on October 23, 2023 (together, the “Proxy Statement”).

In order to constitute a quorum for the conduct of business at the Special Meeting, Unit Holders holding a majority of the Units at the time outstanding must have been present, in person or virtually, or represented by proxy at the Special Meeting. At the Special Meeting, the inspector of elections advised that approximately thirty-three and one-tenth percent (33.1%) of the outstanding units held by Unit Holders were present, in person or virtually, or represented by proxy. As such, a quorum of the Unit Holders was not reached at the Special Meeting, and the Special Meeting was adjourned until January 16, 2024 (the “Adjourned Special Meeting”), in order to allow Unit Holders additional time to exercise their voting rights. The record date for determining Unit Holders’ eligibility to vote at the Adjourned Special Meeting will remain the close of business on October 2, 2023.

This important notice is to inform you that the Adjourned Special Meeting will be held in person at 2200 Post Oak Blvd., Floor 19, Houston, Texas 77056 and virtually via webcast at www.virtualshareholdermeeting.com/SJT2023SM at 10:00 a.m., Central Time on January 16, 2024.

At the Special Meeting, the Unit Holders were asked to vote on the following matters as set forth in the Proxy Statement:

During the period of the adjournment, the Trust will continue to solicit proxies with respect to the Proposals. Proxies previously submitted in respect of the Special Meeting will be voted at the reconvened meeting unless properly revoked, and Unit Holders who have already submitted a proxy to vote their Units need not take any action unless they wish to change or revoke their votes.

PNC Bank, National Association (“PNC”), as current trustee of the Trust (the “Trustee”), previously provided to each of the Unit Holders, by first-class United States mail, a Conditional Notice of Intent to Resign by the Trustee of the San Juan Basin Royalty Trust, which provides that the Trustee’s resignation is to be effective on February 15, 2024, conditioned on the Unit Holders’ appointment of Argent as successor trustee of the Trust and approval of any amendments to the Indenture necessary to permit Argent to serve as successor trustee of the Trust at a meeting of the Unit Holders.

In order to avoid further delay of the Special Meeting, please vote your units today. Your vote is extremely important, regardless of the number of Units you own.

If a quorum is not reached for the Adjourned Special Meeting, PNC, as Trustee, will consider all available options for resignation as Trustee and appointment of Argent as successor trustee of the Trust, including, but not limited to, (i) adjourning the Adjourned Special Meeting or (ii) calling a new special meeting. In addition, PNC, as Trustee, has the option of applying for a judicial settlement to completely resolve all matters and potential controversies regarding its administration of the Trust, followed by resigning. If after PNC resigns and a vacancy in the position of trustee of the Trust continues for sixty (60) days, a successor trustee of the Trust may be appointed by any State or Federal District Court holding terms in Tarrant County, Texas, upon the application of any Unit Holder. As a reminder to the Unit Holders, all costs relating to a judicial settlement regarding the Trustee’s administration of the Trust and the appointment of a successor trustee of the Trust by a court will be borne by the assets of the Trust.

For the reasons described in the Proxy Statement, the Trustee recommends that you vote FOR the approval of Argent as successor trustee and the amendments to the Indenture necessary to permit Argent to serve as successor trustee.

Please consult your proxy card for additional information regarding these alternative methods. If your units are held in “street name,” you should instruct your bank, broker, or other nominee to vote your units in accordance with the voting instruction form that you will receive from your bank, broker, or other nominee.  You may revoke your proxy card before the Adjourned Special Meeting as described in the Proxy Statement under the heading “Solicitation and Revocability of Proxies.”

If you have any questions, please contact D.F. King & Co., Inc., our Proxy Solicitor, at (800) 817-5468.

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