[8-K] Tamboran Resources Corp Reports Material Event

Rhea-AI Filing Summary

Tamboran Resources Corporation completed a security purchase plan on November 24, 2025, issuing and selling 107,558,800 CHESS Depositary Interests (CDIs), each representing 1/200th of a share of common stock and underpinned by 537,794 common shares. The plan raised A$17.42 million for the company at an issue price of A$0.162 per CDI, providing additional equity capital.

The CDIs were offered to existing shareholders located in Australia, New Zealand, Canada, Luxembourg, Malaysia, Singapore and the United Kingdom. The issuance was conducted as an offshore offering and relied on an exemption from U.S. registration under Regulation S of the Securities Act of 1933.

Insights

Capital markets analyst

Tamboran raises A$17.42M through an offshore CDI security purchase plan.

Tamboran Resources completed a security purchase plan issuing 107,558,800 CDIs, underpinned by 537,794 common shares, at A$0.162 per CDI. This transaction brought in gross proceeds of A$17.42 million, adding new equity capital to the balance sheet rather than new debt.

The offer was limited to existing shareholders in several non-U.S. jurisdictions and relied on Regulation S, meaning the securities were sold outside the United States without SEC registration. As an equity issuance, it increases the share base, but the document does not quantify the company’s total outstanding shares, so the relative dilution cannot be assessed here.

The use of CDIs, each representing 1/200th of a common share, reflects Tamboran’s cross-border listing structure while maintaining access to capital from investors in Australia and other specified markets. Subsequent periodic reports may provide more detail on how the additional capital is allocated across operations or projects.

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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): November 24, 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 3.02Unregistered Sale of Equity Securities.

On November 24, 2025, Tamboran Resources Corporation (the “Company”) completed a security purchase plan pursuant to

which the Company issued and sold an aggregate of 107,558,800 CHESS Depositary Interests (“CDIs”) underpinned by 537,794

shares of common stock (each CDI represents 1/200th of a share of common stock), for aggregate proceeds to the Company of

A$17.42 million at an issue price of A$0.162 per CDI. The CDIs were offered to existing shareholders of the Company resident in

Australia, New Zealand, Canada, Luxembourg, Malaysia, Singapore or the United Kingdom. The Company’s issuance and sale of its

CDIs under the security purchase plan were exempt from registration pursuant to Regulation S under the Securities Act of 1933, as

amended.

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: November 25, 2025				By:		/s/ Eric Dyer
						Eric Dyer Chief Financial Officer

FAQ

What did Tamboran Resources (TBN) announce in this Form 8-K?

Tamboran Resources reported that it completed a security purchase plan, issuing 107,558,800 CDIs and raising A$17.42 million in equity capital.

How much capital did Tamboran Resources raise in the security purchase plan?

The company raised A$17.42 million in gross proceeds by issuing CDIs at an issue price of A$0.162 per CDI.

How many securities were issued by Tamboran Resources in this transaction?

Tamboran issued 107,558,800 CHESS Depositary Interests (CDIs), which are underpinned by 537,794 shares of common stock, with each CDI representing 1/200th of a share.

Who was eligible to participate in Tamboran Resources' security purchase plan?

The plan was offered to existing shareholders of Tamboran Resources resident in Australia, New Zealand, Canada, Luxembourg, Malaysia, Singapore or the United Kingdom.

Under which exemption were Tamboran Resources' CDIs issued without U.S. registration?

The issuance and sale of the CDIs were exempt from U.S. registration under Regulation S of the Securities Act of 1933, as amended.

What is the relationship between Tamboran’s CDIs and its common stock?

Each CDI represents 1/200th of a share of Tamboran’s common stock and is underpinned by the corresponding common shares.