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Tamboran Resources (NYSE: TBN) revises Beetaloo JV and Beetaloo acreage sale

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Tamboran Resources Corporation updated key agreements tied to its Beetaloo Basin gas project. A deed of addendum to its Second Amended and Restated Joint Venture and Shareholders Agreement reshapes the Dev A++ Area, increases it by 100,000 acres, and rebrands it as the Phase 2 Development Area. Upon conditions including completion of the Falcon Transaction, Daly Waters Energy and Tamboran (West) Pty Limited will realign portions of their beneficial interests in specified blocks and strategic development areas.

A separate addendum to the Beetaloo Acreage Asset Sale Agreement modifies Elliott Energy I Pty Ltd’s non-operating, non-controlling interest linked to 100,000 acres for $15 million, limiting it to the Dev A++ Area to support a retention license over the enlarged Phase 2 Development Area. The addendum removes escrow provisions and extends the Dev A++ End Date to December 31, 2026 and the C10 End Date to December 31, 2027, while extensive risk factors highlight the early-stage nature of the business, the need for substantial capital, and recurring losses that raise substantial doubt about the company’s ability to continue as a going concern.

Positive

  • None.

Negative

  • Substantial going-concern and funding risk: The company highlights recurring operational losses, negative cash flows, cumulative net losses, no material revenue expected until 2026, and the need for substantial additional capital, collectively raising “substantial doubt” about its ability to continue as a going concern.

Insights

Tamboran expands Beetaloo Phase 2 scope and resets key deal terms while reiterating significant execution and going-concern risks.

The addendum to the joint venture agreement enlarges the Dev A++ Area by 100,000 acres and rebrands it as the Phase 2 Development Area. This reshaping concentrates partner alignment and sets up a clearer framework for developing the Beetaloo Basin gas project, contingent on closing the Falcon Transaction before realigning certain beneficial interests.

The asset sale addendum narrows Elliott Energy I Pty Ltd’s non-operating, non-controlling interest to the Dev A++ Area under the original $15 million, removes escrow, and pushes the Dev A++ and C10 End Dates to December 31, 2026 and December 31, 2027. These changes adjust timing and structure rather than adding new capital. Extensive risk disclosures emphasize no material revenue expected until 2026, the need for substantial additional capital, and recurring losses that create substantial doubt about Tamboran’s ability to continue as a going concern, underscoring high financial and execution risk around monetizing the Beetaloo asset base.

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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 20, 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.
Deed of Addendum to Second Amended and Restated Joint Venture and Shareholders Agreement
On May 12, 2025, wholly owned subsidiaries of Tamboran Resources Corporation (the “Company”), Tamboran (West) Pty Limited
(“TR West”) and Tamboran Resources Pty Ltd, together with Tamboran (B1) Pty Ltd and Daly Waters Energy, LP (“DWE”)
(collectively, the “JVSA Parties”) entered into a Second Amended and Restated Joint Venture and Shareholders Agreement (the
“Existing JVSA”).
On March 20, 2026, the JVSA Parties entered into a Deed of Addendum to the Existing JVSA (the “JVSA Addendum”).
The Existing JVSA governs the manner in which the joint venture relating to the Beetaloo Basin gas project is owned, controlled,
managed, and financed by the JVSA Parties.
The JVSA Addendum provides, among other things, that the Dev A++ Area (as defined in the Existing JVSA) will be reshaped and
increase by 100,000 acres, and will be rebranded as the “Phase 2 Development Area” or “P2DA.” Upon the satisfaction of certain
conditions (including completion of the Falcon Transaction (as defined in the JVSA Addendum)), DWE and TR West will realign a
proportion of their beneficial interests in certain Checkerboard Blocks (as defined in the Existing JVSA) and the North and South First
Strategic Development Areas (as defined in the Existing JVSA).
The foregoing description of the JVSA Addendum does not purport to be complete and is qualified in its entirety by reference to the
text of the JVSA Addendum filed as Exhibit 10.1 to this Current Report on Form 8-K that is incorporated herein by reference.
Deed of Addendum to Asset Sale Agreement – Beetaloo Acreage Acquisition
On May 12, 2025, TR West, as seller, the Company, as seller guarantor, and DWE entered into an Asset Sale Agreement – Beetaloo
Acreage Acquisition (the “Original ASA”) with Elliott Energy I Pty Ltd, as buyer, (“Elliott”) (collectively, the “ASA Parties”).
Pursuant to the Original ASA, Elliott will acquire a non-operating and non-controlling interest across 100,000 acres within two areas
of TR West’s 77.5% interest in the applicable retention licenses for $15 million.
On March 20, 2026, the ASA Parties entered into a Deed of Addendum to the Original ASA (the “ASA Addendum”). Among other
things, the ASA Addendum provides that Elliott will only acquire a beneficial interest in the Dev A++ Area to facilitate the
application for a retention license over the Phase 2 Development Area, which will incorporate the Dev A++ Area together with
approximately 100,000 acres of additional acreage. The ASA Addendum also deletes the escrow provisions contained in the Original
ASA and extends the Dev A++ End Date (as defined in the Original ASA) to December 31, 2026 and the C10 End Date (as defined in
the Original ASA) to December 31, 2027 (or such other dates as the parties may agree in writing).
The foregoing description of the ASA Addendum does not purport to be complete and is qualified in its entirety by reference to the
text of the ASA Addendum filed as Exhibit 10.2 to this Current Report on Form 8-K that is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking” statements related to the Company within the meaning of Section 21E
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the Securities Act of 1933, as amended.
Forward-looking statements reflect the Company’s current expectations and projections about future events at the time, and thus
involve uncertainty and risk. The words “believe,” “shall,” “expect,” “anticipate,” “will,” “could,” “would,” “should,” “may,” “plan,”
“estimate,” “intend,” “predict,” “potential,” “continue,” “commence,” “complete,” and the negatives of these words and other similar
expressions generally identify forward-looking statements.
It is possible that the Company’s future financial performance may differ from expectations due to a variety of factors, including but
not limited to: our early stage of development with no material revenue expected until 2026 and our limited operating history; the
substantial additional capital required for our business plan, which we may be unable to raise on acceptable terms; risks related to the
Falcon Transaction, including the risk that the Company and Falcon Oil & Gas Australia Pty Limited (“Falcon”) are expected to incur
significant transaction costs in connection with the Falcon Transaction, potential litigation related to the Falcon Transaction, the risk
that the combined company may be unable to realize the anticipated benefits of the Falcon Transaction and the risk that the Falcon
Transaction may result in a loss of joint venture partners and other business partners and may result in the termination of existing
contracts; our strategy to deliver natural gas to the Australian East Coast and select Asian markets being contingent upon constructing
additional pipeline capacity, which may not be secured; the absence of proved reserves and the risk that our drilling may not yield
natural gas in commercial quantities or quality; the speculative nature of drilling activities, which involve significant costs and may
not result in discoveries or additions to our future production or reserves; the challenges associated with importing U.S. practices and
technology to the Northern Territory, which could affect our operations and growth due to limited local experience; the critical need
for timely access to appropriate equipment and infrastructure, which may impact our market access and business plan execution; the
operational complexities and inherent risks of drilling, completions, workover, and hydraulic fracturing operations that could
adversely affect our business; the volatility of natural gas prices and its potential adverse effect on our financial condition and
operations; the risks of construction delays, cost overruns, and negative effects on our financial and operational performance
associated with midstream projects; the potential fundamental impact on our business if our assessments of the Beetaloo Basin are
materially inaccurate; the concentration of all our assets and operations in the Beetaloo Basin, making us susceptible to region-specific
risks; our inability to make accretive acquisitions or successfully integrate acquired businesses or assets, including in connection with
the Falcon Transaction; the substantial doubt raised by our recurring operational losses, negative cash flows, and cumulative net losses
about our ability to continue as a going concern; complex laws and regulations that could affect our operational costs and feasibility or
lead to significant liabilities; community opposition that could result in costly delays and impede our ability to obtain necessary
government approvals; exploration and development activities in the Beetaloo Basin that may lead to legal disputes, operational
disruptions, and reputational damage due to native title and heritage issues; the requirement to produce natural gas on a Scope 1 net
zero basis upon commencement of commercial production, with internal goals for operational net zero, which may increase our
production costs; the increased attention to environmental, social and governance matters and environmental conservation measures
that could adversely impact our business operations; risks related to our corporate structure; risks related to our common stock and
CDIs; and the other risk factors discussed in the this report and the Company’s filings with the Securities Exchange Committee. It is
not possible to foresee or identify all such factors. Any forward-looking statements in this document are based on certain assumptions
and analyses made by the Company in light of its experience and perception of historical trends, current conditions, expected future
developments, and other factors it believes are appropriate in the circumstances. Forward-looking statements are not a guarantee of
future performance and actual results or developments may differ materially from expectations. While the Company continually
reviews trends and uncertainties affecting the Company’s results of operations and financial condition, the Company does not assume
any obligation to update or supplement any particular forward-looking statements contained in this document, unless required by
applicable law.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
10.1#
Deed of Addendum – Joint Venture and Shareholders Agreement, dated March 20, 2026, between Tamboran
(West) Pty Limited, Tamboran Resources Pty Ltd, Daly Waters Energy, LP and Tamboran (B1) Pty Ltd.
10.2#
Deed of Addendum – Asset Sale Agreement – Beetaloo Acreage Acquisition, dated March 20, 2026, between
Tamboran (West) Pty Limited, Tamboran Resources Corporation, Daly Waters Energy, LP and Elliott Energy I
Pty Ltd.
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
# Confidential information has been omitted because it is both (i) not material and (ii) is the type of information that the Company
treats as private or confidential pursuant to Item 601(b)(10) of Regulation S-K.
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 20, 2026
By:
/s/ Eric Dyer
Eric Dyer
Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

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

Tamboran updated its Second Amended and Restated Joint Venture and Shareholders Agreement and its Asset Sale Agreement – Beetaloo Acreage Acquisition. Both addendums reshape the Dev A++/Phase 2 Development Area and modify Elliott Energy’s interest and related timing terms.

How does the JV amendment affect Tamboran Resources’ Beetaloo Phase 2 Development Area?

The JV addendum reshapes the Dev A++ Area, increases it by 100,000 acres, and rebrands it as the Phase 2 Development Area. It also provides for future realignment of certain beneficial interests after completion of the Falcon Transaction.

What changes were made to Tamboran Resources’ asset sale with Elliott Energy?

Under the addendum, Elliott’s non-operating, non-controlling interest tied to $15 million now applies only to the Dev A++ Area. Escrow provisions are removed and key project end dates are extended, giving more time to advance the Phase 2 Development Area.

What new project deadlines did Tamboran Resources set in the Beetaloo agreements?

The Dev A++ End Date is extended to December 31, 2026, and the C10 End Date to December 31, 2027, or later dates agreed in writing. These revised deadlines provide additional time to progress work in the Phase 2 Development Area.

What financial and going-concern risks does Tamboran Resources disclose?

Tamboran notes an early development stage, no material revenue expected until 2026, recurring operational losses, negative cash flows, and cumulative net losses. Together with substantial capital needs, these factors raise substantial doubt about its ability to continue as a going concern.

How is the Falcon Transaction connected to Tamboran Resources’ updated JV terms?

The JV addendum states that, after conditions including completion of the Falcon Transaction are satisfied, Daly Waters Energy and Tamboran (West) Pty Limited will realign proportions of their beneficial interests in certain Checkerboard Blocks and strategic development areas.

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Tamboran Resources Corporation

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