Tamboran Resources (NYSE: TBN) pushes Falcon deal termination date to mid-2026

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Filing Exhibits & Attachments

8-K Event Classification

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What did Tamboran Resources (TBN) disclose in this 8-K filing?

What is the new termination date under Tamboran Resources’ amended Arrangement Agreement?

Under what conditions can Tamboran Resources’ deal with Falcon Oil & Gas extend to June 30, 2026?

Which parties are involved in Tamboran Resources’ amended Arrangement Agreement?

Did the amendment change any terms other than the termination date for Tamboran’s Arrangement Agreement?

What regulatory approval is specifically mentioned in Tamboran Resources’ amendment with Falcon?

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(Moderate)

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(Neutral)

Form Type

8-K

Tamboran Resources Corporation disclosed that it entered into an Amending Agreement with its subsidiaries and Falcon Oil & Gas Ltd. to modify their existing Arrangement Agreement.

The amendment extends the transaction’s termination date from March 30, 2026 to April 30, 2026, with an automatic extension to June 30, 2026 if required governmental or regulatory approvals or an amended license from the U.S. Office of Foreign Assets Control are still pending while all other closing conditions are satisfied or capable of being satisfied. All other terms of the original Arrangement Agreement remain unchanged.

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Original termination date: March 30, 2026 Revised termination date: April 30, 2026 Automatic extended termination date: June 30, 2026 +1 more

4 metrics

Original termination date March 30, 2026 Initial Termination Date in the Arrangement Agreement before amendment

Revised termination date April 30, 2026 New Termination Date set by the Amending Agreement

Automatic extended termination date June 30, 2026 Applies if regulatory approvals or amended OFAC license still pending as of April 30, 2026

Original Arrangement Agreement date September 30, 2025 Date the initial Arrangement Agreement among Tamboran entities and Falcon was signed

Material Definitive Agreement, Arrangement Agreement, Termination Date, Office of Foreign Assets Control, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Arrangement Agreement financial

"entered into an Amending Agreement (the “Amendment”) to that certain Arrangement Agreement, dated as of September 30, 2025"

An arrangement agreement is a legally binding plan that sets out the detailed terms and steps for a major corporate action—such as a merger, takeover, restructuring, or sale—and the approvals needed from shareholders, creditors and sometimes a court. It matters to investors because it determines who will own the company, how much they will receive, the timing and conditions for the deal to close, and the likelihood the transaction will actually happen; think of it as the project blueprint and checklist for a big corporate change.

Termination Date financial

"amended the termination date from March 30, 2026 to April 30, 2026 (the “Termination Date”)"

Termination date is the specific calendar day when a contract, agreement, option or other legal arrangement stops being in effect and any remaining rights or obligations expire. For investors it matters because that date sets deadlines for exercising rights, receiving payments, closing positions or avoiding penalties—similar to the day a lease or warranty ends, after which parties no longer have the same protections or claims.

Office of Foreign Assets Control regulatory

"the Office of Foreign Assets Control of the U.S. Department of the Treasury has not issued Tamboran an amended license"

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

04/06/2026 - 04:08 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2026

Tamboran Resources Corporation

(Exact name of registrant as specified in its charter)


Delaware	001-42149	93-4111196
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

Suite 01, Level 39, Tower One, International Towers Sydney

100 Barangaroo Avenue, Barangaroo NSW 2000

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: Australia +61 2 8330 6626

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant

under any of the following provisions:


	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $0.001 par value per share	TBN	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933

(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01Entry into a Material Definitive Agreement.

On March 31, 2026, Tamboran Resources Corporation, a Delaware corporation (“Tamboran”), Tamboran (Beetaloo) Pty Ltd,

a company organized under the laws of Australia and an indirect wholly owned subsidiary of Tamboran (“Australia Sub”), Tamboran

Resources Investments Holding Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Tamboran (“U.S.

Sub”), and Falcon Oil & Gas Ltd., a corporation incorporated under the Business Corporations Act (British Columbia) (“Falcon”)

entered into an Amending Agreement (the “Amendment”) to that certain Arrangement Agreement, dated as of September 30, 2025, by

and among Tamboran, Australia Sub, U.S. Sub and Falcon (together with the Amendment, the “Arrangement Agreement”).

Pursuant to the Amendment, the parties amended the termination date from March 30, 2026 to April 30, 2026 (the

“Termination Date”); provided, however, that if, as of April 30, 2026, (i) the conditions to closing relating to governmental or

regulatory approvals have not been satisfied or waived, or (ii) the Office of Foreign Assets Control of the U.S. Department of the

Treasury has not issued Tamboran an amended license permitting the parties to consummate the Arrangement (as defined in the

Arrangement Agreement), but all other conditions to closing have been satisfied (or are capable of being satisfied) or waived, then the

Termination Date shall automatically be extended to June 30, 2026. All other terms of the Arrangement Agreement remain the same.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the Amendment,

which is attached as Exhibit 2.1 to this report and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.	Description
2.1	Amending Agreement, dated as of March 31, 2026, by and among Tamboran Resources Corporation, Tamboran (Beetaloo) Pty Ltd, Tamboran Resources Investments Holding Corporation and Falcon Oil & Gas Ltd.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

Source: View Original Filing on SEC EDGAR

Tamboran Resources reported an amendment to its existing Arrangement Agreement with Falcon Oil & Gas. The amendment primarily extends the agreement’s termination date, giving the parties more time to obtain required governmental and regulatory approvals needed to complete the planned Arrangement transaction.

The termination date was extended from March 30, 2026 to April 30, 2026. If certain regulatory and governmental approval conditions, including an updated OFAC license, remain outstanding by April 30, 2026 while other conditions are satisfied or can be satisfied, the termination date automatically moves to June 30, 2026.

The termination date automatically extends to June 30, 2026 if, as of April 30, 2026, required governmental or regulatory approvals or an amended OFAC license are still pending, while all other closing conditions have been satisfied or are capable of being satisfied, or have been validly waived by the appropriate parties.

The amended Arrangement Agreement involves Tamboran Resources Corporation, Tamboran (Beetaloo) Pty Ltd, Tamboran Resources Investments Holding Corporation, and Falcon Oil & Gas Ltd. These entities are the same parties to the original Arrangement Agreement dated September 30, 2025, which the new Amending Agreement modifies.

No, the amendment only modifies the termination date mechanics. The filing states that all other terms of the Arrangement Agreement between Tamboran, its subsidiaries, and Falcon Oil & Gas remain the same, meaning commercial, structural, and other contractual provisions are unchanged by this Amending Agreement.

The amendment highlights that the Office of Foreign Assets Control of the U.S. Department of the Treasury must issue an amended license permitting the parties to consummate the Arrangement. If this OFAC license or other regulatory approvals are still pending by April 30, 2026, the termination date can extend.

TAMBORAN RESOURCES CORPORATION

Date: April 6, 2026

/s/ Eric Dyer

Eric Dyer
Chief Financial Officer

4 documents