Tamboran (NYSE: TBN) closes Falcon deal, expanding Beetaloo Basin acres
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Tamboran Resources Corporation has completed the acquisition of all subsidiaries of Falcon Oil & Gas Ltd. via a court-approved plan of arrangement. In exchange for Falcon’s international assets, Tamboran issued 6,537,503 shares of common stock and paid $23,663,080 in cash.
The deal gives Tamboran approximately 2.8 million net prospective acres in the Beetaloo Basin, described as the largest acreage position in the depocenter, and results in 34,856,412 common shares outstanding with a pro forma market capitalisation of about US$1.2 billion.
Tamboran also granted options over 369,084 shares at $21.94 per share to certain former Falcon directors and officers and outlined a 2026 program including at least four wells, five stimulations, and targeted first gas sales from its Pilot Project in the third quarter of 2026.
Positive
- Beetaloo Basin scale-up: Completion of the Falcon subsidiaries acquisition gives Tamboran approximately 2.8 million net prospective acres in the Beetaloo Basin depocenter, described as the largest acreage position in that area, potentially enhancing long-term development optionality.
- Defined growth program and timeline: Tamboran sets out a 2026 plan with at least four wells, five stimulations and targeted first gas sales from its Pilot Project in Q3 2026, providing clearer visibility on near-term operational milestones.
Negative
- None.
Insights
Tamboran’s all-share-and-cash Falcon deal materially enlarges its Beetaloo acreage and future drilling program.
Tamboran Resources acquired Falcon’s subsidiaries for $23,663,080 in cash plus 6,537,503 shares. This brings its position to about 2.8 million net prospective acres in the Beetaloo Basin, creating what it describes as the largest acreage holding in the depocenter.
The consideration mix adds equity dilution, with total shares rising to 34,856,412 and a pro forma market capitalisation near US$1.2 billion based on a recent NYSE close. Additional options over 369,084 shares at $21.94 further expand potential equity overhang.
The company outlines a more intensive 2026 operating plan, including at least four wells and five stimulations and targeting first Pilot Project gas sales in Q3 2026. Actual value creation will depend on execution, integration of Falcon’s assets, drilling results, and realized pricing in the Australian and Asian gas markets.
8-K Event Classification
5 items: 2.01, 3.02, 7.01, 8.01, 9.01
5 items
Item 2.01
Completion of Acquisition or Disposition of Assets
Financial
The company completed a significant acquisition or sale of business assets.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Cash consideration: $23,663,080
Share consideration: 6,537,503 shares
Post-deal shares outstanding: 34,856,412 shares
+5 more
8 metrics
Cash consideration
$23,663,080
Paid by Tamboran for Falcon subsidiaries
Share consideration
6,537,503 shares
Tamboran common stock issued to Falcon
Post-deal shares outstanding
34,856,412 shares
Tamboran common stock including CDIs after transaction
Pro forma market capitalisation
US$1.2 billion (approx.)
Based on NYSE close on May 27, 2026
Beetaloo net prospective acres
2.8 million acres (approx.)
Tamboran acreage position in Beetaloo Basin depocenter
New option grants
369,084 options
Options over Tamboran shares issued to certain former Falcon insiders
Option exercise price
$21.94 per share
Exercise price of new Tamboran options
Target first gas sales
Q3 2026
Planned first gas sales from Pilot Project
Key Terms
plan of arrangement, Section 3(a)(10), Emerging growth company, pro forma market capitalisation, +2 more
6 terms
plan of arrangement regulatory
"The Arrangement was effected by way of a plan of arrangement under the Business Corporations Act (British Columbia)."
A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.
Section 3(a)(10) regulatory
"the Stock Consideration was issued in reliance upon Section 3(a)(10) of the Securities Act of 1933, as amended."
A Section 3(a)(10) exemption is a U.S. securities rule that lets a company issue new stock or other securities without registering them with regulators when the terms are reviewed and approved by a court or government official after a hearing. Think of it as a judge signing off on a private trade so it skips the usual public paperwork; for investors, that means quicker deals but potentially less public disclosure and different resale or legal protections compared with registered securities.
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.
pro forma market capitalisation financial
"with a pro forma market capitalisation of approximately US$1.2 billion, based on the close of trading..."
blocked account financial
"be remitted by Tamboran directly into an existing blocked account at a U.S. financial institution in the name of the Subject Shareholder."
forward-looking statements regulatory
"Certain statements in this news release concerning the transaction... are “forward-looking” statements based on management’s current expectations."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Tamboran Resources Corporation ARBN 672 879 024 Tower One, International Towers Suite 1, Level 39, 100 Barangaroo Avenue, Barangaroo NSW 2000, Australia +61 2 8330 6626 www.tamboran.com ` Tamboran completes acquisition of subsidiaries of Falcon Oil & Gas Ltd. Highlights • Tamboran Resources has completed the acquisition of Falcon Oil & Gas Ltd. (Falcon) via the acquisition of its subsidiaries following receipt of final court approval from the Supreme Court of British Columbia. • Completion of the transaction results in Tamboran holding ~2.8 million net prospective acres, representing the largest acreage position in the Beetaloo Basin depocenter. • Upon completion of the transaction, Tamboran issued 6,537,503 shares of Common Stock to eligible shareholders of Falcon. Tamboran now has 34,856,412 shares of Common Stock issued including equivalent CHESS Depositary Interests (CDIs) with a pro forma market capitalisation of approximately US$1.2 billion, based on the close of trading on the New York Stock Exchange (NYSE) on Wednesday May 27, 2026. Tamboran Resources Corporation Chief Executive Officer, Mr. Todd Abbott, said: “I would like to thank both Falcon and Tamboran shareholders for their strong support and approval of the transaction. This acquisition represents a logical consolidation between the two companies and provides the combined company with the largest acreage position in the Beetaloo Basin with approximately 2.8 million net prospective acres, which covers the majority of the Beetaloo depocenter. “Our focus now turns to the 2026 operating program, which is planned to be our most active year of operations in the Beetaloo Basin, including the drilling of at least four wells and stimulation of at least five. “Tamboran has commenced the three‑well stimulation program on the SS2 well pad, with the wells expected to be tied into the Sturt Plateau Compression Facility during the third quarter of 2026. First gas sales from the commissioning of the Pilot Project remain on track for 3Q 2026.” ANNOUNCEMENT May 28, 2026 Tamboran Resources Corporation (NYSE: TBN, ASX: TBN)
2 Final Order As required under the Final Order, a Falcon shareholder was deemed to have exercised the right to dissent the transaction. The shareholder is entitled to receive the greater of the cash consideration or the fair value of their shares in Falcon, as determined by the court. The shareholder will not become a shareholder of Tamboran as a result of the transaction. The cash consideration to the shareholder will be placed into an existing blocked account at a U.S. financial institution, in accordance with applicable sanctions laws. Tamboran and Falcon will be responsible for any fair value as determined by the court. Advisors Latham & Watkins LLP, Torys LLP, White & Case LLP and Lakatos, Köves and Partners (LKT) served as legal advisors to Tamboran. This announcement was approved and authorised for release by Mr. Todd Abbott, the Chief Executive Officer of Tamboran Resources Corporation. Investor enquiries: +61 2 8330 6626 Investors@tamboran.com Media enquiries: +61 2 8330 6626 Media@tamboran.com About Tamboran Resources Corporation Tamboran Resources Corporation (NYSE/ASX: TBN) is a growth-driven independent natural gas exploration and production company. Tamboran is focused on an integrated approach to the commercial development of the natural gas resources in the Beetaloo Basin located within the Northern Territory of Australia. Through its subsidiaries, Tamboran holds approximately 2.8 million net prospective acres and is the largest acreage holder in the Beetaloo Basin depocenter.
3 Figure 1: Tamboran acreage position across the Beetaloo Basin depocenter
4 Disclaimer Tamboran makes no representation, assurance or guarantee as to the accuracy or likelihood of fulfilment of any forward-looking statement or any outcomes expressed or implied in any forward-looking statement. The forward-looking statements in this report reflect expectations held at the date of this document. Except as required by applicable law or the ASX Listing Rules, Tamboran disclaims any obligation or undertaking to publicly update any forward-looking statements, or discussion of future financial prospects, whether as a result of new information or of future events. The information contained in this announcement does not take into account the investment objectives, financial situation or particular needs of any recipient and is not financial product advice. Before making an investment decision, recipients of this announcement should consider their own needs and situation and, if necessary, seek independent professional advice. To the maximum extent permitted by law, Tamboran and its officers, employees, agents and advisers give no warranty, representation or guarantee as to the accuracy, completeness or reliability of the information contained in this presentation. Further, none of Tamboran nor its officers, employees, agents or advisers accept, to the extent permitted by law, responsibility for any loss, claim, damages, costs or expenses arising out of, or in connection with, the information contained in this announcement. Forward-Looking Statements Certain statements in this news release concerning the transaction, including any statements regarding the results, effects, benefits and synergies of the transaction, future opportunities for the combined company, future financial performance and condition, guidance and any other statements regarding Tamboran’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are “forward-looking” statements based on management’s current expectations, assumptions and estimates on the date hereof, and there can be no assurance that actual strategies, actions or results will not differ materially from expectations. Forward-looking statements are all statements other than statements of historical facts. The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “probable,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “would,” “potential,” “may,” “might,” “likely,” “plan,” “positioned,” “strategy,” and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. Specific forward-looking statements include statements regarding Tamboran’s plans and expectations with respect to the anticipated impact of the transaction on the combined company’s results of operations, financial position, growth opportunities and competitive position. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. It is possible that Tamboran’s future financial performance may differ from expectations due to a variety of factors, including but not limited to: Tamboran’s ability to integrate Falcon's operations and assets in a successful manner and in the expected time period and the possibility that any of the anticipated benefits
5 and projected synergies of such acquisition will not be realized or will not be realized within the expected time period; our early stage of development with no material revenue expected until the second half of 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; 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 are materially inaccurate; the concentration of all our assets and operations in the Beetaloo, making us susceptible to region-specific risks; 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 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 ESG 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 Company’s filings with the Securities and Exchange Commission. These factors are not necessarily all of the factors that could cause Tamboran’s actual results, performance, or achievements to differ materially from those expressed in or implied by any of the forward- looking statements. Other unknown or unpredictable factors also could harm Tamboran’s results. Additional factors that could cause results to differ materially from those described above can be found in Tamboran’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, and subsequent Quarterly Reports on Form 10-Q, which are on file with the Securities and Exchange Commission (the “SEC”) and available from Tamboran’s website at www.tamboran.com under the “Investor Relations” tab, and in other documents Tamboran files with the SEC. All forward-looking statements speak only as of the date they are made and are based on information available at that time. Tamboran does not assume any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by applicable securities laws. As forward-
6 looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
FAQ
What transaction did Tamboran Resources (TBN) just complete?
Tamboran completed the acquisition of all subsidiaries of Falcon Oil & Gas Ltd. The deal, executed via a court-approved plan of arrangement, transfers Falcon’s international assets to Tamboran in exchange for cash and newly issued Tamboran common stock.
How much did Tamboran pay to acquire Falcon’s subsidiaries?
Tamboran paid a cash consideration of $23,663,080 and issued 6,537,503 shares of its common stock. This mix of cash and equity formed the total consideration for Falcon’s subsidiaries under the plan of arrangement.
What acreage position does Tamboran now hold in the Beetaloo Basin?
After the transaction, Tamboran states it holds about 2.8 million net prospective acres in the Beetaloo Basin depocenter. This is described as the largest acreage position in that part of the basin, supporting future exploration and development plans.
What new options were granted in connection with the Falcon acquisition?
At closing, Tamboran entered consulting agreements with certain former Falcon directors and officers and granted options over 369,084 Tamboran shares at an exercise price of $21.94 per share. These options align compensation with the combined company’s future equity performance.
What operational plans did Tamboran outline for 2026 after the deal?
Tamboran plans its most active Beetaloo program in 2026, including drilling at least four wells and stimulating at least five. It has started a three-well stimulation program and targets first gas sales from its Pilot Project in Q3 2026.