Tamboran Resources Corporation SEC Filings

Tamboran Resources Corporation announced two equity transactions. The company closed an underwritten offering of 2,324,445 shares of common stock, and the underwriters fully exercised their 30‑day option for an additional 348,666 shares. The offering closed on October 24, 2025, generating approximately $52.5 million in net proceeds to fund Tamboran’s development plan, working capital, and other general corporate purposes.

Separately, Tamboran entered into subscription agreements to sell up to $29 million of common stock at $21.00 per share to certain investors, including its largest shareholder and directors, subject to shareholder approval and customary closing conditions. Tamboran agreed to use commercially reasonable efforts to file a resale registration within 30 days of that closing and to seek effectiveness as soon as practicable, no later than the 60th day (or 90th day if reviewed), maintaining effectiveness until specified conditions or up to three years.

Tamboran Resources Corporation launched a primary offering of 2,324,445 shares of common stock at $21.00 per share, for $48,813,345 in gross proceeds and $46,128,611 in proceeds to the company before expenses. The underwriters have a 30‑day option to purchase up to 348,666 additional shares.

The company expects approximately $45.6 million in net proceeds and plans to use the funds to fund its development plan, working capital, and other general corporate purposes. Baker Hughes Energy Services LLC indicated interest in up to $10,000,000 of shares at the offering price, which is non‑binding. Concurrently, Tamboran is conducting a CDI Retail Offer of up to $30,000,000 of CDIs, anticipated to close on or about November 19, 2025.

Tamboran also outlined a planned Subsequent Private Placement of approximately 10% of the combined shares sold, at the offering price, subject to shareholder approval and contingent on this offering’s closing. Separately, the pending Falcon Oil & Gas transaction contemplates 6,537,503 shares as stock consideration plus $23,663,080 in cash, expected in Q1 2026 subject to multiple approvals.

Tamboran Resources Corporation launched a primary offering of 2,324,445 shares of common stock on the NYSE under “TBN.” The Company also granted underwriters a 30‑day option to purchase up to 348,666 additional shares.

Baker Hughes Energy Services LLC indicated interest in purchasing up to $10,000,000 of shares at the public offering price. Concurrently, Tamboran is conducting a Regulation S CDI Retail Offer targeting $30,000,000 of CDIs (each CDI represents 1/200 of a share), anticipated to close on or about November 19, 2025. Net proceeds are intended to fund the Company’s development plan, working capital, and other general corporate purposes.

Due to ASX requirements, the largest shareholder and a director plan a Subsequent Private Placement, subject to shareholder approval, for an amount of shares equal to approximately 10% of (i) shares sold to the public plus (ii) shares sold to the Subsequent Purchasers, at the public offering price; this placement is contingent upon the offering but the offering is not contingent on it. Shares outstanding were 17,820,758 as of October 19, 2025.

Tamboran Resources (TBN) filed Amendment No. 2 to disclose compensation terms for Interim CEO Dick Stoneburner. Effective July 27, 2025, he will serve for a six-month term (or until a permanent CEO is hired) and continue as Chairman.

As sole compensation, the company will grant 27,251 shares of common stock, fully vested on the grant date. The award is calculated by dividing $500,000 by the 5‑day volume‑weighted average price for the period ending July 28, 2025, and is subject to shareholder approval.

Tamboran Resources Corp (TBN) filed an 8-K disclosing forward-looking statements and an extensive list of risks tied to its exploration-focused business in the Beetaloo Basin. The company says it expects no material revenue until 2026 and warns of substantial additional capital needs, the absence of proved reserves, and the speculative nature of drilling. Tamboran highlights concentration risk with all assets in the Beetaloo, potential construction delays and cost overruns for midstream projects, regulatory and community opposition risks, and a recurring loss/going-concern risk. The filing also notes a requirement to produce natural gas on a Scope 1 net zero basis at commercial start and internal operational net-zero goals, which may raise production costs.

Tamboran Resources Corp. reported a material event describing a proposed transaction with Falcon that includes a Support Agreement requiring Falcon shareholders to vote in favor of the Transactions, accept related covenants, and comply with transfer restrictions on the exchanged securities. The Support Agreement is attached as Exhibit 10.1 and will be incorporated by reference. The filing notifies investors that directors, officers and employees of both companies may be participants in the solicitation of proxies and identifies sources for free copies of related proxy materials and corporate disclosure on SEDAR+ and company websites. The filing also points readers to prior Tamboran SEC filings for executive and director information, and it notes that updates to insider holdings will be reflected on Form 4s as required.

Tamboran Resources (TBN) is an early-stage Australian-focused natural gas developer with headquarters in Sydney and fiscal year ending June 30. As of Dec 31, 2024 the market value of non-affiliate equity was $221,466,938 and as of Sept 24, 2025 there were 17,820,758 shares outstanding. The company has no proved reserves and expects no material revenue until at least mid-2026. Key near-term developments include a binding development agreement with APA to build the 23-mile Sturt Plateau Pipeline, an NT Government gas sales agreement to supply ~40 MMcf/d starting mid-2026 (subject to conditions), TB1 joint-venture governance and development milestones, and a $15 million asset sale to DWE. Tamboran plans a ~40 MMcf/d Shenandoah South pilot plateau in 2H 2026, anticipates drilling and completion costs averaging ~$30M per well (targeting $16M longer-term), and reports recent private placements expected to fund operations through 2025. The filing highlights material risks: substantial capital needs, JV deadlines that could shift control if missed, regulatory and native title approvals, operational hazards, no historical operating results pre-reorganization, and potential going-concern uncertainty.

Tamboran Resources Corporation is reported to have a new disclosed stake held by HITE Hedge Asset Management LLC, HITE Hedge Asset Management LP and Robert Matthew Niblack totaling 1,206,725 shares, equal to 7.22% of the outstanding common stock. The filing shows the reporting parties have shared voting power and shared dispositive power over these shares and explicitly reports no sole voting or dispositive power. The statement certifies the position was acquired and is held in the ordinary course of business and was not acquired to change or influence control of the issuer. The reporting persons are identified as an investment adviser, a limited partnership and an individual.