Tamboran (TBN) raises A$24.8M via international CDI entitlement offer

Rhea-AI Filing Summary

Tamboran Resources Corporation completed a retail entitlement offer of new equity. On May 1, 2026, the company issued 99,375,000 CHESS Depositary Interests (CDIs), each representing 1/200th of a share of common stock, equal to 496,875 underlying shares. The offer was priced at A$0.25 per CDI, raising aggregate proceeds of A$24.8 million for the company. CDIs were offered to existing shareholders in specified international jurisdictions, and the issuance relied on an exemption from registration under Regulation S of the Securities Act of 1933.

Insights

Equity capital markets analyst

Tamboran raises A$24.8M through an offshore entitlement offer.

Tamboran Resources Corporation issued 99,375,000 CHESS Depositary Interests at A$0.25 each, raising A$24.8 million. Each CDI represents 1/200th of a common share, corresponding to 496,875 underlying shares issued.

The capital was raised via a Retail Entitlement Offer to existing shareholders in multiple non‑U.S. jurisdictions under Regulation S. This structure avoids U.S. registration while providing equity funding directly to the company.

The filing does not quantify the offer relative to total shares or describe specific uses of proceeds. Future company filings may provide more detail on how this additional equity capital supports operations or growth plans.

8-K Event Classification

2 items: 3.02, 9.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

CDIs issued: 99,375,000 CDIs Underlying common shares: 496,875 shares Issue price: A$0.25 per CDI +2 more

5 metrics

CDIs issued 99,375,000 CDIs Issued in Retail Entitlement Offer on May 1, 2026

Underlying common shares 496,875 shares Represented by issued CDIs

Issue price A$0.25 per CDI Pricing for Retail Entitlement Offer

Gross proceeds A$24.8 million Aggregate proceeds from CDI issuance

CDI to share ratio 1/200th of a share per CDI Structure of CHESS Depositary Interests

Key Terms

Retail Entitlement Offer, CHESS Depositary Interests, Regulation S, emerging growth company

4 terms

Retail Entitlement Offer financial

"On May 1, 2026, Tamboran Resources Corporation settled a retail entitlement offer"

CHESS Depositary Interests financial

"issued an aggregate of 99,375,000 CHESS Depositary Interests (“CDIs”)"

CHESS depositary interests are tradable certificates used on the Australian settlement system that represent ownership of underlying foreign shares held by a custodian. They let investors buy and sell foreign-listed stocks on the local exchange as if they were domestic shares, simplifying trading, dividend collection and record-keeping, though they may involve custodian fees and can alter certain direct shareholder rights and tax treatments.

Regulation S regulatory

"issuance and sale of its CDIs in the Retail Entitlement Offer were exempt from registration pursuant to Regulation S"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

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.

Understanding 8-K Material Events →

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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): May 1, 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 3.02Unregistered Sale of Equity Securities.

On May 1, 2026, Tamboran Resources Corporation (the “Company”) settled a retail entitlement offer (“Retail Entitlement

Offer”) and issued an aggregate of 99,375,000 CHESS Depositary Interests (“CDIs”) underpinned by 496,875 shares of common

stock (each CDI represents 1/200th of a share of common stock), for aggregate proceeds to the Company of A$24.8 million at an issue

price of A$0.25 per CDI. The CDIs were offered to existing shareholders of the Company resident in Australia, Bermuda, Canada,

Cayman Islands, Germany, Hong Kong, New Zealand, Norway, Singapore, Switzerland, United Arab Emirates, or the United

Kingdom. The Company’s issuance and sale of its CDIs in the Retail Entitlement Offer 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: May 4, 2026				By:		/s/ Eric Dyer
						Eric Dyer Chief Financial Officer

FAQ

What equity did Tamboran Resources (TBN) issue in the retail entitlement offer?

Tamboran Resources issued 99,375,000 CHESS Depositary Interests (CDIs), each representing 1/200th of a share of common stock. This equates to 496,875 underlying common shares, expanding its equity base through a targeted offer to existing international shareholders.

How much capital did Tamboran Resources (TBN) raise and at what price?

Tamboran Resources raised A$24.8 million through the retail entitlement offer. The company priced the 99,375,000 CHESS Depositary Interests at A$0.25 per CDI, providing new equity capital directly to the company from participating existing shareholders.

Who was eligible to participate in Tamboran Resources' retail entitlement offer?

The retail entitlement offer was open to existing Tamboran Resources shareholders resident in Australia, Bermuda, Canada, Cayman Islands, Germany, Hong Kong, New Zealand, Norway, Singapore, Switzerland, United Arab Emirates, or the United Kingdom, according to the company’s disclosure.

What are Tamboran Resources' CHESS Depositary Interests (CDIs)?

Tamboran’s CHESS Depositary Interests are securities where each CDI represents 1/200th of a share of common stock. In this offer, 99,375,000 CDIs correspond to 496,875 underlying shares, allowing international investors to hold exposure to the company’s equity.

Under which exemption were Tamboran Resources' CDIs offered?

Tamboran Resources relied on Regulation S under the Securities Act of 1933 to offer and sell the CDIs. This exemption allows offerings outside the United States without SEC registration, provided the securities are sold to non‑U.S. persons in offshore transactions.

Does Tamboran Resources (TBN) receive proceeds from this CDI issuance?

Yes, Tamboran Resources receives the proceeds from the retail entitlement offer. The company raised aggregate proceeds of A$24.8 million by issuing 99,375,000 CDIs at A$0.25 each to eligible existing shareholders in designated jurisdictions.

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