An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.
registered directfinancial
A registered direct is a way a company sells newly registered shares or other securities straight to one or a few institutional or accredited investors without a broad public marketing campaign. Think of it like a pre-arranged private sale that uses public registration papers to make the deal faster and legally clean; it matters to investors because it quickly changes the number of outstanding shares and can affect share price, ownership percentages, and company funding.
entitlement offerfinancial
An entitlement offer is a way a company raises money by giving existing shareholders the first chance to buy newly issued shares at a set price, in proportion to the shares they already own. Think of it as a special invitation for current customers to buy discounted tickets before anyone else. It matters to investors because taking part preserves their ownership share and can provide needed cash to the business, while not participating can lead to dilution and change in share value.
qualified institutional buyersregulatory
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
rule 144aregulatory
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
accredited investorsregulatory
Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.
rule 501regulatory
Rule 501 is part of U.S. securities regulations that spells out key definitions used in private securities offerings, most notably who qualifies as an "accredited investor." Think of it as the membership rules for a private investment club: it sets income, net-worth and professional-credential thresholds and other criteria that determine who can buy investments sold without the full public registration process. Investors care because it governs access to higher-risk, less-transparent deals and affects who can legally participate in those opportunities.
shelf registration statementregulatory
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
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Tamboran Resources has commenced an underwritten public offering of 2,956,602 shares of Common Stock. The Company expects to grant the underwriters a 30-day option to purchase up to an additional 443,491 shares of our Common Stock from the Company.
The Company intends to use the net proceeds of the offering to fund the additional drilling in the Pilot Area, resource delineation in the Orion Acreage and the Beetaloo Central Development Area, drilling in the EP 161 acreage,working capital and other general corporate purposes.
RBC Capital Markets, LLC and Wells Fargo Securities, LLC are acting as joint book-running managers of the offering.
Concurrently with the underwritten public offering, the Company is conducting a registered direct institutional entitlement offer of Common Stock pursuant to an effective registration statement filed with the Securities and Exchange Commission (the “SEC”) to “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or institutions that are “accredited investors” within the meaning of Rule 501 under the Securities Act. The underwritten offering is a separate offering, and completion of the underwritten offering is not conditioned on completion of the entitlement offer, and vice versa.
NEW YORK--(BUSINESS WIRE)--
Tamboran Resources Corporation (NYSE: TBN, ASX: TBN):
Other Information
The offering of these securities is being made only by means of the prospectus supplement and accompanying base prospectus as filed with the SEC. Copies of the preliminary prospectus supplement and accompanying base prospectus relating to the offering may be obtained free of charge on the SEC’s website at www.sec.gov under Tamboran’s name or from the joint book-running managers as follows:
Wells Fargo Securities, LLC
90 South 7th Street, 5th Floor, Minneapolis, MN 55402
By telephone at 800-645-3751 (option #5)
By email at WFScustomerservice@wellsfargo.com
The shares of common stock are being offered and will be sold pursuant to an effective shelf registration statement on file with the SEC. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the shares of the Company’s common stock or any other securities, nor shall there be any sale of such shares of common stock or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the U.S. Securities Act of 1933, as amended.
About Tamboran
Tamboran Resources Corporation (NYSE/ASX: TBN) is a growth-driven independent natural gas exploration and production company focused on an integrated approach to the commercial development of the natural gas resources in the Beetaloo Basin located within the Northern Territory of Australia. Through its subsidiaries, Tamboran holds approximately 1.9 million net prospective acres and is the largest acreage holder in the Beetaloo Basin.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of U.S. federal securities laws. Words such as “anticipate,” “estimate,” “expect,” “forecast,” “guidance,” “could,” “may,” “should,” “would,” “believe,” “intend,” “project,” “plan,” “predict,” “will,” “target” and similar expressions identify forward-looking statements, which are not historical in nature. Forward-looking statements are subject to certain known and unknown risks and uncertainties that could cause actual results to differ materially from our historical experience and our current projections or expectations of future results expressed or implied by these forward-looking statements. You should keep in mind the risk factors and other cautionary statements in the filings made by Tamboran with the SEC, which are available to the public. Tamboran undertakes no obligation to, and does not intend to, update these forward-looking statements to reflect events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.
