Tamboran Resources (NYSE: TBN) holders back Falcon stock deal

Rhea-AI Filing Summary

Tamboran Resources Corporation reported that stockholders approved key share issuances tied to its planned acquisition of Falcon Oil & Gas interests. Investors backed issuing 6,537,503 shares of common stock to Falcon and up to 147,508 shares to minority holders of Falcon Oil & Gas Australia under a plan of arrangement.

As of the January 23, 2026 record date, 22,639,513 shares were outstanding, and 12,923,245 shares were represented at the March 3, 2026 special meeting, constituting a quorum. The stock issuance and related ASX capacity proposals each received over 12.9 million votes in favor, with minimal opposition or abstentions.

Insights

Equity capital markets analyst

Shareholders cleared major new equity issuances to fund the Falcon combination.

Stockholders of Tamboran Resources Corporation approved issuing 6,537,503 shares to Falcon Oil & Gas Ltd. and up to 147,508 shares to minority holders of Falcon Oil & Gas Australia. These approvals satisfy both general corporate requirements and ASX Listing Rule 7.1 needs for the transaction structure.

The vote was decisive, with over 12.9 million votes cast in favor of each proposal out of 12,923,245 shares present, and only a few thousand votes against. This indicates broad support among participating shareholders for using equity to complete the Falcon-related arrangement, though the ultimate impact will depend on how the combined assets perform after closing.

The adjournment proposal also passed but was not used because the stock issuance proposal already secured sufficient support at the March 3, 2026 special meeting. Subsequent company disclosures are expected to detail completion of the arrangement and any resulting operational or capital structure changes once closing conditions are met.

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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 3, 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 5.07Submission of Matters to a Vote of Security Hold.

On March 3, 2026, Tamboran Resources Corporation, a Delaware corporation (the “Company”), held a special meeting of the

Company’s stockholders (the “Company Special Meeting”) where the following matters were voted upon by the Company’s

stockholders:

1.Approval of the issuance of (a) 6,537,503 shares of the Company’s common stock (the “Falcon Parent stock consideration”)

to Falcon Oil & Gas Ltd. (“Falcon”) in connection with the transaction whereby the Company will acquire Falcon through the

acquisition of all of Falcon’s subsidiaries pursuant to a plan of arrangement (the “arrangement”) and (b) up to an aggregate of

147,508 shares of the Company’s common stock (the “Falcon Australia stock consideration”) to the minority holders of

Falcon Oil & Gas Australia Limited (“Falcon Australia”) in exchange for the remaining 1.9% of the issued and outstanding

equity interests of Falcon Australia (collectively, the “Stock Issuance Proposal”).

2.Approval, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the issuance of (a) the Falcon Parent stock

consideration to Falcon in connection with the arrangement and (b) the Falcon Australia stock consideration to the minority

holders of Falcon Australia in exchange for the remaining 1.9% of the issued and outstanding equity interests of Falcon

Australia (the “ASX Capacity Proposal”).

3.Approval of the adjournment or postponement of the Company Special Meeting, if necessary or appropriate, including to

solicit additional proxies if there are not sufficient votes to approve the Stock Issuance Proposal, subject to the provisions of

the arrangement agreement (such proposal, the “Adjournment Proposal” and together with the Stock Issuance Proposal and

the ASX Capacity Proposal, the “Company Proposals”).

Prior to the Company Special Meeting, the Company delivered a definitive proxy statement (the “Proxy Statement”) to its

stockholders describing the Company Special Meeting, the Company Proposals, the arrangement and related information. The Proxy

Statement was filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 28, 2026.

At the Company Special Meeting, each of the Stock Issuance Proposal, the ASX Capacity Proposal and the Adjournment

Proposal was approved by the affirmative vote of a majority of the voting power of shares of Tamboran common stock present in

person (online) or represented by proxy and entitled to vote thereon at the Company Special Meeting; however, given the approval of

the Stock Issuance Proposal, no adjournment was necessary.

As disclosed in the Proxy Statement, as of the close of business on January 23, 2026, the record date for the Company Special

Meeting, there were 22,639,513 shares of Tamboran common stock outstanding and entitled to vote. There were 12,923,245 shares of

Tamboran common stock represented in person or by proxy at the Company Special Meeting, which constituted a quorum to conduct

business at the Company Special Meeting. The following are the final voting results on each Company Proposal, which are more fully

described in the Proxy Statement.

The following is a summary of the voting results for each matter presented to the Company’s stockholders:

		FOR		AGAINST		ABSTAIN
1. Stock Issuance Proposal		12,916,941		5,529		775

		FOR		AGAINST		ABSTAIN
2. ASX Capacity Proposal		12,916,917		5,531		797

		FOR		AGAINST		ABSTAIN
3. Adjournment Proposal		12,905,738		9,869		7,638

For purposes of the Company Proposals, abstentions and the failure to vote were not votes cast and, accordingly, had no

effect on the outcome of such proposals. Further, broker non-votes were not applicable given the nature of the proposals above, as

discussed in the Proxy Statement.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
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.

				TAMBORAN RESOURCES CORPORATION
Date: March 4, 2026				By:		/s/ Eric Dyer
						Eric Dyer Chief Financial Officer

FAQ

What did Tamboran Resources (TBN) shareholders approve at the special meeting?

Shareholders approved issuing new Tamboran common stock to complete the Falcon transactions. This includes shares for Falcon Oil & Gas Ltd. and minority holders of Falcon Oil & Gas Australia under a plan of arrangement, enabling the company to proceed with the contemplated combination structure.

How many Tamboran shares will be issued for the Falcon transaction?

Tamboran plans to issue 6,537,503 shares of common stock to Falcon Oil & Gas Ltd. and up to 147,508 shares to minority holders of Falcon Oil & Gas Australia. These issuances form the equity consideration under the arrangement approved by shareholders.

What were Tamboran’s voting results on the Stock Issuance Proposal?

The Stock Issuance Proposal received 12,916,941 votes for, 5,529 against, and 775 abstentions. This strong approval from shares present at the meeting authorized the issuance of new Tamboran common stock required to consummate the Falcon-related equity consideration structure.

How many Tamboran shares were outstanding and entitled to vote?

There were 22,639,513 shares of Tamboran common stock outstanding and entitled to vote as of the January 23, 2026 record date. At the March 3, 2026 special meeting, 12,923,245 shares were represented in person or by proxy, providing a valid quorum for conducting business.

What is the ASX Capacity Proposal approved by Tamboran shareholders?

The ASX Capacity Proposal approved the same Falcon-related share issuances for purposes of ASX Listing Rule 7.1 and all other purposes. It received 12,916,917 votes for, 5,531 against, and 797 abstentions, aligning Tamboran’s equity issuance capacity with Australian listing requirements.

Was an adjournment of Tamboran’s special meeting ultimately required?

Shareholders approved an Adjournment Proposal allowing postponement if more proxies were needed, but it was not used. The Stock Issuance Proposal already achieved sufficient support at the March 3, 2026 meeting, so no adjournment or further solicitation under that authority was necessary.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 23.7 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.8 KB