Tamboran Resources Corporation SEC Filings

Tamboran Resources Corporation reported the results of its 2025 Annual Meeting of Stockholders held on December 4, 2025. Stockholders elected three Class II directors — Ryan Dalton, Andrew Robb, and Scott Sheffield — to new three-year terms, with over 10 million votes cast in favor of each and broker non-votes recorded where applicable.

Investors also ratified the appointment of Ernst & Young as the company’s independent registered public accounting firm for the fiscal year ending June 30, 2026, with more than 11.1 million votes for and very few votes against or abstaining. In addition, stockholders approved several equity-based compensation items under the 2024 Equity Incentive Plan, including issuance of 27,251 shares of common stock (or equivalent CDIs/RSUs) to Interim CEO Richard Stoneburner in lieu of cash fees, and potential share issuances to directors Scott Sheffield, Phillip Pace, and Jeffrey Bellman in lieu of up to US$200,000 of annual director fees each over a two-year period, subject to ASX Listing Rule 10.14.

Tamboran Resources Corp (TBN) reported an insider share purchase on a Form 4. A director acquired 2,000 shares of common stock on 11/21/2025 at a price of $23.5 per share. After this transaction, the reporting person beneficially owns 2,000 shares, held in direct ownership. The filing is made by a single reporting person and is signed by an attorney-in-fact.

Tamboran Resources Corporation completed a security purchase plan on November 24, 2025, issuing and selling 107,558,800 CHESS Depositary Interests (CDIs), each representing 1/200th of a share of common stock and underpinned by 537,794 common shares. The plan raised A$17.42 million for the company at an issue price of A$0.162 per CDI, providing additional equity capital.

The CDIs were offered to existing shareholders located in Australia, New Zealand, Canada, Luxembourg, Malaysia, Singapore and the United Kingdom. The issuance was conducted as an offshore offering and relied on an exemption from U.S. registration under Regulation S of the Securities Act of 1933.

Tamboran Resources Corporation is calling a virtual special meeting on January 13, 2026 to approve several equity-related actions. Stockholders are being asked to ratify the October 2025 underwritten public offering of 2,673,111 shares of common stock at US$21.00 per share, which raised US$56.1 million (US$52.5 million net). They are also asked to approve the October 2025 PIPE Financing, under which investors agreed to buy approximately 1.52 million newly issued shares for about US$32.01 million.

Additional proposals seek approval under ASX and NYSE rules for issuing 418,962 PIPE shares to related parties, 1,105,415 shares to certain institutional PIPE investors, and 349,459 TBN Shares sold at US$21.00 per share to directors, officers, and employees. The board unanimously recommends voting “FOR” all 15 proposals.

Bryan Sheffield and affiliated entities report beneficial ownership of Tamboran Resources Corporation common stock. Mr. Sheffield is deemed to beneficially own 3,257,256 shares, representing 15.9% of the outstanding common stock. Sheffield Holdings, LP holds 2,247,404 shares, or 11.0%, and Daly Waters Energy, LP holds 876,197 shares, or 4.2%, with ownership attributed through various general partner and manager roles.

The ownership percentages are based on 20,493,869 shares outstanding as of November 1, 2025, and the change reflects a greater than 1% decrease in certain ownership percentages due solely to the issuer’s increased share count. A trust associated with Mr. Sheffield, BSS SLAT, has agreed to purchase 133,655 additional shares at $21 per share, pending stockholder approval, representing less than 1% of the company’s outstanding stock.

Tamboran Resources Corporation (TBN): Schedule 13G filed. HITE Hedge Asset Management LLC, HITE Hedge Asset Management LP, and Robert Matt Niblack reported beneficial ownership of 1,737,575 shares of Tamboran common stock, representing 8.63% of the class.

The filing lists shared voting and dispositive power over 1,737,575 shares and no sole power. The securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

Tamboran Resources Corporation filed its quarterly report for the three months ended September 30, 2025, showing continued investment in early‑stage gas development with no operating revenue and a net loss of $9.1 million. Cash and cash equivalents were $39.6 million. Management disclosed factors that raise substantial doubt about the company’s ability to continue as a going concern, citing a $3.9 million working capital deficit and significant planned spending.

Even so, the quarter featured project milestones. The Beetaloo Joint Venture reached Final Investment Decision for the Shenandoah South Pilot Project. Unproved properties rose to $378.8 million and assets under construction tied to midstream infrastructure reached $34.9 million as construction commenced on the Sturt Plateau Compression Facility. After quarter‑end, the company completed a public offering with net proceeds of $53.0 million.

The company also secured access to a A$179.8 million syndicated facility that was undrawn at quarter‑end. Shares outstanding were 20,493,869 as of November 1, 2025.

Tamboran Resources Corporation furnished an earnings presentation and press release announcing financial and operating results for the quarter ended September 30, 2025.

The materials were provided via an 8-K under Item 2.02 and are attached as Exhibits 99.1 and 99.2. The information is deemed “furnished,” not “filed,” under the Exchange Act.

Tamboran Resources Corporation is calling a virtual special meeting on January 13, 2026 to ask stockholders to approve a series of equity financing actions and related governance items. The agenda includes ratifying a US public offering of 2,673,111 shares of common stock completed at US$21.00 per share, which raised US$56.1 million before costs, and approving an October 2025 PIPE financing for approximately 1.52 million new shares for an aggregate US$32.01 million.

Several proposals seek ASX Listing Rule approvals so these issues do not consume the company’s 15% placement capacity, preserving flexibility for future issuances. Stockholders are also asked to approve PIPE allocations to directors, officers, related parties and other PIPE investors, including 1,105,415 shares to institutional October PIPE investors and 349,459 shares to internal TBN PIPE investors. As of November 14, 2025, 20,493,869 shares of common stock were outstanding and each share has one vote at the meeting.