[8-K] Tamboran Resources Corp Reports Material Event

Rhea-AI Filing Summary

Tamboran Resources Corp (TBN) filed an 8-K disclosing forward-looking statements and an extensive list of risks tied to its exploration-focused business in the Beetaloo Basin. The company says it expects no material revenue until 2026 and warns of substantial additional capital needs, the absence of proved reserves, and the speculative nature of drilling. Tamboran highlights concentration risk with all assets in the Beetaloo, potential construction delays and cost overruns for midstream projects, regulatory and community opposition risks, and a recurring loss/going-concern risk. The filing also notes a requirement to produce natural gas on a Scope 1 net zero basis at commercial start and internal operational net-zero goals, which may raise production costs.

Positive

• Clear timeline expectation for revenue (no material revenue until 2026) gives a stated runway for milestone planning
• Commitment to Scope 1 net zero at commercial production and internal operational net-zero goals

Negative

• Substantial doubt about going concern due to recurring losses, negative cash flows, and cumulative net losses
• No proved reserves and drilling may not yield commercial quantities, increasing exploration risk
• All assets concentrated in the Beetaloo Basin, creating region-specific risk exposure
• Significant capital required to execute the business plan and uncertainty about raising funds on acceptable terms
• Midstream construction risks including delays and cost overruns that could impair delivery strategy

Insights

Corporate Finance Analyst

TBN flags funding needs and a going-concern risk ahead of any revenue.

Tamboran states it expects no material revenue until 2026 and that its plan requires substantial additional capital. This explicitly increases near-term financing risk because continued operations depend on raising acceptable capital or completing the Offering referenced in the filing.

Because the company has recurring losses, negative cash flows, and cumulative net losses, the filing discloses substantial doubt about its ability to continue as a going concern, which is a material financial disclosure that investors should note.

Energy Operations & Risk Specialist

Operations are concentrated in the Beetaloo; drilling and midstream buildout carry operational and cost risks.

Tamboran explicitly notes the absence of proved reserves and that drilling may not yield commercial quantities. It also warns of construction delays and cost overruns for pipeline/midstream projects required for its strategy to deliver gas to the Australian East Coast and Asian markets.

The filing further details local execution risks including limited local experience with some imported practices, community opposition, native title and heritage disputes, and regulatory complexity; each is stated as a direct operational or timing risk.

ESG & Compliance Advisor

Tamboran commits to producing on a Scope 1 net zero basis at commercial start, which may raise costs.

The company discloses a requirement to produce natural gas on a Scope 1 net zero basis upon commencement of commercial production and notes internal operational net-zero goals. This is presented as a potential cost and operational constraint tied to regulatory and stakeholder expectations.

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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): September 29, 2025

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.

SPCF Financing Agreement

On September 30, 2025, SPCF Financing Pty Ltd, as Borrower (“SPCF Financing”), Sturt Plateau Compression Facility Sub Pty

Ltd, in its personal capacity and in its capacity as trustee for the Sturt Plateau Compression Facility Sub Trust, and Sturt Plateau

Compression Facility Mid Pty Ltd, in its personal capacity and in its capacity trustee for the Sturt Plateau Compression Facility Mid

Trust (together with SPCF Financing, the “Obligors”), each an entity in which we own an indirect 50 per cent. interest, have entered

into a syndicated facility agreement with, among others, Macquarie Bank Limited and Evolution Trustees Limited as trustee for the

Alpha Wave Credit (Australia) Trust as original lenders (the “Syndicated Facility Agreement”). The Syndicated Facility Agreement

provides SPCF Financing with a facility of up to A$179,816,654 million (the “Facility”) to be used to finance the ongoing

development of the SPCF. The Facility is split into three tranches as follows: (i) Tranche 1A in an amount equal to A$75 million

(“Tranche 1A”), (ii) Tranche B in an amount equal to A$14,908,327 million (“Tranche 1B”) and (iii) Tranche 2 in an amount equal to

A$89,908,327 million (“Tranche 2”). The Facility will terminate four years after financial close under the Syndicated Facility

Agreement, and utilization of the Facility is subject to customary conditions precedent.

The Syndicated Facility Agreement is on terms customary for financings of this nature and is secured by a customary security

package granted by the Obligors. In addition, the Syndicated Facility Agreement is secured by the following guarantees:

•a guarantee given by the Northern Territory Government, up to A$75 million, in respect of Tranche 1A and Tranche 1B (the

“Tranche 1 Guarantee”);

•a guarantee given by the Company and its wholly-owned subsidiaries, Tamboran (West) Pty Limited and Tamboran

Resources Pty Ltd in respect of Tranche 1A and Tranche 1B (the “Deed of Guarantee”); and

•a guarantee given by Formentera Australia Fund 1, LP and certain of its affiliates in respect of Tranche 2,

pursuant to which each relevant entity agrees, among other things, to unconditionally guarantee, in full, the repayment obligations of

the Obligors in respect of Tranche 1A, Tranche 1B and/or Tranche 2 (as applicable).

The Syndicated Facility Agreement, the Tranche 1 Guarantee and each other finance document are also subject to a security trust and

intercreditor deed, which regulates the relationship between the lenders and the Northern Territory Government, amongst other

customary matters.

Pursuant to the terms of the Tranche 1 Guarantee, the Northern Territory Government has guaranteed the Obligors obligations in

respect of Tranche 1A and Tranche 1B, up to A$75 million (the “Guarantee Limit”). The Tranche 1 Guarantee contains customary

indemnities and reimbursement undertakings given by the Obligors in favor of the Northern Territory Government (and supported by

us through the Deed of Guarantee) in the event that the Northern Territory Government makes payment under the Tranche 1

Guarantee. The Tranche 1 Guarantee will be released upon certain conditions being met relating to the completion of the SPCF and

production of commercial volumes of gas (such date, the “Tranche 1 Guarantee Release Date”). In consideration for providing the

Tranche 1 Guarantee, SPCF Financing agrees to pay the Northern Territory Government a guarantee fee of 4.00 per cent per annum on

the lesser of (a) the Guarantee Limit, and (b) the daily balance of the principal outstanding under Tranche 1A and Tranche 1B (the

“Guarantee Fee”). The Guarantee Fee is payable on the termination of the gas sales agreement, payment by the Northern Territory

Government under the Tranche 1 Guarantee or the purchase by the Northern Territory Government from the lenders of all amounts

outstanding under Tranche 1A and Tranche 1B. 

Interest on the Facility is payable at a rate equal to the aggregate of Australian Bank Bill Swap Rate and a margin. Prior to the

Tranche 1 Guarantee Release Date, the margin for Tranche 1 is 8.00 per cent. and the margin for Tranche 2 is 12.00 per cent.

Following the Tranche 1 Guarantee Release Date, the margin for all tranches is 8.00 per cent. In addition, SPCF Financing must pay

an ongoing commitment fee equal to 40 per cent. of the applicable margin on any undrawn amounts under the Facility. An upfront fee

of 2.00 per cent of the aggregate amount of the Facility will be payable on first utilization. The Facility may be prepaid early in

accordance with the terms of the Syndicated Facility Agreement, subject to an agreed prepayment premium. If prepayment occurs

within the first 12 months after the date of the first utilization, the prepayment premium is three per cent. of the amount being prepaid.

If prepayment occurs within 12 – 18 months after first utilization, the prepayment premium is two per cent. of the amount being

prepaid. If prepayment occurs within 18 – 24 months after first utilization, the prepayment premium is one per cent. of the amount

being prepaid. After 24 months after first utilization, no prepayment premium applies.

The foregoing descriptions of the Syndicated Facility Agreement, the Deed of Guarantee and the Tranche 1 Guarantee do not

purport to be complete and are qualified in their entirety by reference to the full text of the agreement, filed herewith as Exhibit 10.29,

Exhibit 10.30 and Exhibit 10.31, respectively, and incorporated herein by reference.

The Syndicated Facility Agreement, the Deed of Guarantee and the Tranche 1 Guarantee contain customary representations,

warranties and covenants that were made solely for the benefit of the parties thereto. Such representations, warranties and covenants

(i) are intended as a way of allocating risk between the parties and not as statements of fact, and (ii) may apply standards of materiality

in a way that is different from what may be viewed as material by shareholders of, or other investors in, the Company. Accordingly,

the Syndicated Facility Agreement, the Deed of Guarantee and the Tranche 1 Guarantee are included with this filing only to provide

investors with information regarding the terms of the transaction and not to provide investors with any other factual information

regarding the Company. Investors should not rely on the representations,  warranties and covenants or any descriptions thereof as

characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information

concerning the subject matter of the representations and warranties may change after the date of such agreements, which subsequent

information may or may not be fully reflected in public disclosures.

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; 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; the ability of the Company to satisfy the conditions to consummate the

Offering; and the other risk factors discussed in the this report and the Company’s filings with the SEC.

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.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Syndicated Facility Agreement, between SPCF Financing Pty Ltd, Macquarie Bank Limited, Evolution Trustees Limited as trustee for the Alpha Wave Credit (Australia) Trust, Global Loan Agency Services Australia Specialist Activities Pty Limited, and Global Loan Agency Services Australia Nominees Pty Ltd, among others, dated September 29, 2025 (filed herewith).
10.2	Deed of Guarantee and Indemnity, between Tamboran Resources Corporation, Tamboran Resources Pty Ltd, Tamboran (West) Pty Limited, and Global Loan Agency Services Australia Nominees Pty Ltd, dated September 29, 2025 (filed herewith).
10.3	NTG Guarantee, between Northern Territory of Australia, Macquarie Bank Limited, Evolution Trustees Limited as trustee for the Alpha Wave Credit (Australia) Trust, and SPCF Financing Pty Ltd, dated September 29, 2025 (filed herewith).
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: September 29, 2025				By:		/s/ Eric Dyer
						Eric Dyer Chief Financial Officer

FAQ

What does Tamboran (TBN) say about revenue timing?

The company states it expects no material revenue until 2026.

Does the 8-K disclose any going-concern concerns for TBN?

Yes; the filing explicitly notes substantial doubt about the company's ability to continue as a going concern due to recurring losses and negative cash flows.

Are there proved reserves reported in the 8-K?

No; the filing states the absence of proved reserves and that drilling may not yield commercial quantities.

What operational risks does Tamboran identify?

The company lists drilling and completion risks, equipment and infrastructure access, construction delays and cost overruns for midstream projects, and local execution challenges in the Northern Territory.

Does Tamboran address environmental or ESG requirements?

Yes; it states a requirement to produce natural gas on a Scope 1 net zero basis at commercial start and mentions internal operational net-zero goals.