Item 1.01Entry into a Material Definitive Agreement.
On October 24, 2025, Tamboran Resources Corporation (the “Company”) entered into subscription
agreements (the “Subscription Agreements”) with certain investors, including Bryan Sheffield, our largest
shareholder, and Scott Sheffield, our director, and certain of our officers and other directors (the “Investors”),
pursuant to which we expect to sell to the Investors up to $29 million of shares of our common stock, par value
$0.001 (“Common Stock”) at a price per share of $21.00, on the terms and subject to the conditions set forth therein
(the “Offering”). The closing of the Offering is subject to approval by the Company’s shareholders and the
satisfaction of other customary closing conditions.
Pursuant to the Subscription Agreements, the Company has agreed to use commercially reasonable efforts to
file with Securities and Exchange Commission (the “SEC”), within 30 calendar days of the closing of the Offering, a
registration statement registering the resale of the shares of Common Stock (the “Registrable Securities”). The
Company shall use its commercially reasonable efforts to have such registration statement declared effective as soon
as practicable after filing, but no later than the 60th calendar day (or 90th calendar day if the SEC notifies the
Company that it will review the registration statement) following the closing of the Offering. The Company is also
obligated to maintain the effectiveness of the registration statement for a period ending on the earlier of (A) the date
the Investor ceases to hold any Registrable Securities, (B) the date all Registrable Securities held by the Investor
may be sold without restriction under Rule 144, or (C) three years from the effective date of the registration
statement.
The foregoing description of the Subscription Agreements does not purport to be complete and is qualified in
its entirety by reference to the text of the Subscription Agreements filed as Exhibit 10.1, 10.2 and 10.3 to this
Current Report on Form 8-K that are incorporated herein by reference.
Item 8.01Other Events.
On October 22, 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”)
with RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters
(the “Underwriters”), relating to the previously announced underwritten offering of 2,324,445 shares of Common
Stock of the Company (the “Underwritten Offering”). Under the terms of the Underwriting Agreement, the
Company granted the Underwriters a 30-day option to purchase up to 348,666 additional shares of Common Stock.
The Underwriters exercised their option to purchase additional shares of Common Stock in full on October 23, 2025.
The Underwriting Agreement contains customary representations and warranties, agreements and obligations,
closing conditions and termination provisions. The Company has agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities, and to contribute to any payment that the Underwriters
may be required to make because of any of those liabilities.
The Underwritten Offering was made pursuant to a shelf registration statement on Form S-3 (File No.
333-288382) (as amended, the “Registration Statement”) that was originally filed on June 27, 2025 with the SEC
and became effective on July 29, 2025, including the prospectus forming a part of the Registration Statement, a
preliminary prospectus supplement, which was filed with the SEC on October 22, 2025, and a final prospectus
supplement, which was filed with the SEC on October 24, 2025, pursuant to Rule 424(b) under the Securities Act.
The Underwritten Offering closed on October 24, 2025. The Company intends to use the approximately $52.5
million of net proceeds (after deducting discounts and commissions payable to the underwriters and estimated
offering expenses payable by the Company) from the Underwritten Offering to fund Tamboran’s development plan,
working capital, and other general corporate purposes.
The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 to
this Current Report on Form 8-K and incorporated herein by reference.
A copy of the legal opinion of Latham & Watkins LLP relating to the validity of the issuance and sale of the
Common Stock in the Underwritten Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed
with reference to, and is hereby incorporated by reference into, the Registration Statement.
Item 7.01Regulation FD Disclosure.
On October 22, 2025, the Company issued press releases announcing the launch and pricing of the
Underwritten Offering. The press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2 and are incorporated
by reference herein.
On October 24, 2025, the Company issued a press release announcing the closing of the Underwritten
Offering. The press release is attached hereto as Exhibit 99.3 and is incorporated by reference herein.
The foregoing (including Exhibits 99.1, 99.2 and 99.3) are being furnished pursuant to Item 7.01 and will not
be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise be subject to the liabilities of that section, nor will they be deemed to be incorporated
by reference in any filing under the Securities Act or the Exchange Act.
