Tamboran (TBN) prices underwritten and institutional stock offerings
Rhea-AI Filing Summary
Tamboran Resources Corporation completed an underwritten public offering of 2,956,602 shares of common stock, generating approximately $97.3 million in net proceeds. Underwriters also received a 30-day option to purchase up to 443,491 additional shares.
The company plans to use the cash to fund additional drilling in the Pilot Area, resource delineation in the Orion Acreage and Beetaloo Central Development Area, drilling in EP 161, plus working capital and other general corporate purposes. Tamboran also entered into share purchase agreements for a registered direct institutional entitlement offering at $35.00 per share, expected to close on or about April 14, 2026.
Positive
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Insights
Tamboran raises $97.3M equity to fund Beetaloo Basin growth projects.
Tamboran Resources completed an underwritten stock offering, yielding net proceeds of about $97.3M. The deal covers 2,956,602 common shares, with underwriters holding a 30-day option for up to 443,491 additional shares under a standard Underwriting Agreement.
The company discloses that proceeds will support drilling in the Pilot Area, resource delineation in the Orion Acreage and Beetaloo Central Development Area, plus EP 161 drilling, working capital and general purposes. This links the capital raise directly to its natural gas development strategy in Australia’s Beetaloo Basin.
A separate registered direct institutional entitlement offering at $35.00 per share, expected to close on or about April 14, 2026, further expands equity funding. Overall, this is a routine but sizable equity financing; its impact depends on execution of the funded drilling and delineation activities.
8-K Event Classification
Key Figures
Key Terms
Underwriting Agreement financial
shelf registration statement regulatory
registered direct offering financial
prospectus supplement regulatory
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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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:
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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 8.01. | Other Events. |
Underwritten Offering
On April 7, 2026, 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 2,956,602 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 443,491 additional shares of Common Stock.
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 Act, 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. 333-294908) (the “Registration Statement”) that was originally filed on April 7, 2026 with the SEC and became effective on April 7, 2026, including the prospectus forming a part of the Registration Statement, as supplemented by a preliminary prospectus supplement, dated April 7, 2026, and a final prospectus supplement, dated April 7, 2026, each filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act.
The Underwritten Offering closed on April 9, 2026. The Company intends to use the approximately $97.3 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 the additional drilling in the Pilot Area, resource delineation in the Orion Acreage and the Beetaloo Central Development Area, drilling in the EP 161 acreage, 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.
Registered Direct Institutional Entitlement Offer
On or about April 8, 2026, the Company entered into certain share purchase agreements, by and between the Company and certain purchasers (the “Purchasers” and, such agreements, the “Purchase Agreements”), pursuant to which the Company agreed to sell shares of the Company’s common stock in a registered direct offering at a price of $35.00 per share (the “Offering”). The issuance and sale of shares of the Company’s common stock is expected to be completed on or about April 14, 2026, subject to customary closing conditions.
The sale of shares of the Company’s common stock was made pursuant to the Registration Statement, as supplemented by a preliminary prospectus supplement, dated April 7, 2026, and a final prospectus supplement, dated April 7, 2026, each filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act.
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Press Releases
On April 7, 2026, the Company issued press releases announcing the launch of the Underwritten Offering, the launch of the Institutional Entitlement Offer and pricing of the Underwritten Offering (such price being the price of the Subscription Price for the Institutional Entitlement Offer). The press releases are attached hereto as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, respectively, and are incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
The following exhibits are furnished with this report:
| Exhibit No. | Description of Exhibits | |
| 1.1 | Underwriting Agreement, dated as of April 7, 2026, by and among the Company and RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. | |
| 5.1 | Opinion of Latham & Watkins LLP. | |
| 23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1 hereto). | |
| 99.1 | Press release dated April 7, 2026 (Launch of Underwritten Offering). | |
| 99.2 | Press release dated April 7, 2026 (Launch of Institutional Entitlement Offer). | |
| 99.3 | Press release dated April 7, 2026 (Pricing of Underwritten Offering). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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: April 9, 2026 | By: | /s/ Eric Dyer | ||||
| Name: | Eric Dyer | |||||
| Title: | Chief Financial Officer | |||||
Exhibit 99.1
| ANNOUNCEMENT
|
April 7, 2026
| |||
| Tamboran Resources Corporation (NYSE: TBN, ASX: TBN) | ||||
Public Offering of Common Stock
Highlights
| • | Tamboran Resources has commenced an underwritten public offering of 2,956,602 shares of Common Stock. The Company expects to grant the underwriters a 30-day option to purchase up to an additional 443,491 shares of our Common Stock from the Company. |
| • | The Company intends to use the net proceeds of the offering to fund the additional drilling in the Pilot Area, resource delineation in the Orion Acreage and the Beetaloo Central Development Area, drilling in the EP 161 acreage, working capital and other general corporate purposes. |
| • | RBC Capital Markets, LLC and Wells Fargo Securities, LLC are acting as joint book-running managers of the offering. |
| • | Concurrently with the underwritten public offering, the Company is conducting a registered direct institutional entitlement offer of Common Stock pursuant to an effective registration statement filed with the Securities and Exchange Commission (the “SEC”) to “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or institutions that are “accredited investors” within the meaning of Rule 501 under the Securities Act. The underwritten offering is a separate offering, and completion of the underwritten offering is not conditioned on completion of the entitlement offer, and vice versa. |
Other Information
The offering of these securities is being made only by means of the prospectus supplement and accompanying base prospectus as filed with the SEC. Copies of the preliminary prospectus supplement and accompanying base prospectus relating to the offering may be obtained free of charge on the SEC’s website at www.sec.gov under Tamboran’s name or from the joint book-running managers as follows:
| RBC Capital Markets, LLC Attention: Equity Capital Markets 200 Vesey Street, New York, NY 10281 By telephone at 877-822-4089 By email at equityprospectus@rbccm.com |
Wells Fargo Securities, LLC 90 South 7th Street, 5th Floor, Minneapolis, MN 55402 By telephone at 800-645-3751 (option #5) By email at WFScustomerservice@wellsfargo.com |
| 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 |
The shares of common stock are being offered and will be sold pursuant to an effective shelf registration statement on file with the SEC. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the shares of the Company’s common stock or any other securities, nor shall there be any sale of such shares of common stock or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the U.S. Securities Act of 1933, as amended.
Investor enquiries:
Chris Morbey, Vice President – Investor Relations and Corporate Development
+61 2 8330 6626
Investors@tamboran.com
Media enquiries:
+61 2 8330 6626
Media@tamboran.com
About Tamboran
Tamboran Resources Corporation (NYSE/ASX: TBN) is a growth-driven independent natural gas exploration and production company 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 1.9 million net prospective acres and is the largest acreage holder in the Beetaloo Basin.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of U.S. federal securities laws. Words such as “anticipate,” “estimate,” “expect,” “forecast,” “guidance,” “could,” “may,” “should,” “would,” “believe,” “intend,” “project,” “plan,” “predict,” “will,” “target” and similar expressions identify forward-looking statements, which are not historical in nature. Forward-looking statements are subject to certain known and unknown risks and uncertainties that could cause actual results to differ materially from our historical experience and our current projections or expectations of future results expressed or implied by these forward-looking statements. You should keep in mind the risk factors and other cautionary statements in the filings made by Tamboran with the SEC, which are available to the public. Tamboran undertakes no obligation to, and does not intend to, update these forward-looking statements to reflect events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.
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Exhibit 99.2
|
|
| ANNOUNCEMENT
|
April 7, 2026
| |||
| Tamboran Resources Corporation (NYSE: TBN, ASX: TBN) | ||||
Registered Direct Institutional Entitlement Offering of Common Stock
Highlights
| • | Tamboran Resources has commenced a registered direct institutional entitlement offer of Common Stock pursuant to an effective registration statement filed with the Securities and Exchange Commission (the “SEC”) to “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or institutions that are “accredited investors” within the meaning of Rule 501 under the Securities Act. |
| • | The institutional entitlement offer is also being conducted outside the United States for eligible existing holders of Common Stock or CHESS Depositary Interests (“CDIs”). The CDIs are not being registered under the Securities Act, and are not being offered in the United States. |
| • | Concurrently with the institutional entitlement offer, the Company is conducting a separate underwritten public offering of 2,956,602 shares of Common Stock (or 3,400,093 shares if the underwriters’ option is exercised in full). The underwritten offering is a separate offering, and completion of the underwritten offering is not conditioned on completion of the entitlement offer, and vice versa. |
| • | The Company intends to use the net proceeds of the offering to fund the additional drilling in the Pilot Area, resource delineation in the Orion Acreage and the Beetaloo Central Development Area, drilling in the EP 161 acreage, working capital and other general corporate purposes. |
| • | RBC Capital Markets, LLC is acting as the exclusive placement agent for the offering. |
Other Information
The offering of these securities is being made only by means of the prospectus supplement and accompanying base prospectus as filed with the SEC. Copies of the preliminary prospectus supplement and accompanying base prospectus relating to the offering may be obtained free of charge on the SEC’s website at www.sec.gov under Tamboran’s name or from the placement agent as follows:
RBC Capital Markets, LLC
Attention: Equity Capital Markets
200 Vesey Street, New York, NY 10281
By telephone at 877-822-4089
By email at equityprospectus@rbccm.com.
| 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 |
The shares of common stock are being offered and will be sold pursuant to an effective shelf registration statement on file with the SEC. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the shares of the Company’s common stock or any other securities, nor shall there be any sale of such shares of common stock or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act.
Investor enquiries:
Chris Morbey, Vice President – Investor Relations and Corporate Development
+61 2 8330 6626
Investors@tamboran.com
Media enquiries:
+61 2 8330 6626
Media@tamboran.com
About Tamboran
Tamboran Resources Corporation (NYSE/ASX: TBN) is a growth-driven independent natural gas exploration and production company 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 1.9 million net prospective acres and is the largest acreage holder in the Beetaloo Basin.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of U.S. federal securities laws. Words such as “anticipate,” “estimate,” “expect,” “forecast,” “guidance,” “could,” “may,” “should,” “would,” “believe,” “intend,” “project,” “plan,” “predict,” “will,” “target” and similar expressions identify forward-looking statements, which are not historical in nature. Forward-looking statements are subject to certain known and unknown risks and uncertainties that could cause actual results to differ materially from our historical experience and our current projections or expectations of future results expressed or implied by these forward-looking statements. You should keep in mind the risk factors and other cautionary statements in the filings made by Tamboran with the SEC, which are available to the public. Tamboran undertakes no obligation to, and does not intend to, update these forward-looking statements to reflect events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.
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Exhibit 99.3
| ANNOUNCEMENT
|
April 7, 2026
| |||
| Tamboran Resources Corporation (NYSE: TBN, ASX: TBN) | ||||
Pricing of Public Offering of Common Stock
Highlights
| • | Tamboran Resources today priced its previously announced underwritten public offering of 2,956,602 shares of Common Stock at a price to the public of US$35.00. The Company has granted the underwriters a 30-day option to purchase up to an additional 443,491 shares of our Common Stock. |
| • | The gross proceeds from the underwritten offering are expected to be US$103.5 million, exclusive of any proceeds that may be received in connection with the exercise of the underwriter’s option to purchase additional shares. |
| • | The net proceeds of the Offerings will be applied to fund the additional drilling in the Pilot Area, resource delineation in the Orion Acreage and the Beetaloo Central Development Area, drilling in the EP 161 acreage, working capital and other general corporate purposes. |
| • | The offering is expected to close on April 9, 2026, subject to customary closing conditions. |
| • | RBC Capital Markets, LLC and Wells Fargo Securities, LLC are acting as joint book-running managers of the underwritten offering. |
Other Information
The offering of these securities is being made only by means of the prospectus supplement and accompanying base prospectus as filed with the SEC. Copies of the preliminary prospectus supplement and accompanying base prospectus relating to the offering may be obtained free of charge on the SEC’s website at www.sec.gov under Tamboran’s name or from the joint book-running managers as follows:
| RBC Capital Markets, LLC Attention: Equity Capital Markets 200 Vesey Street, New York, NY 10281 By telephone at 877-822-4089 By email at equityprospectus@rbccm.com |
Wells Fargo Securities, LLC 90 South 7th Street, 5th Floor, Minneapolis, MN 55402 By email at WFScustomerservice@wellsfargo.com |
| 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 |
The shares of common stock are being offered and will be sold pursuant to an effective shelf registration statement on file with the SEC. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the shares of the Company’s common stock or any other securities, nor shall there be any sale of such shares of common stock or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the U.S. Securities Act of 1933, as amended.
About Tamboran
Tamboran Resources Corporation (NYSE/ASX: TBN) is a growth-driven independent natural gas exploration and production company 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 1.9 million net prospective acres and is the largest acreage holder in the Beetaloo Basin.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of U.S. federal securities laws. Words such as “anticipate,” “estimate,” “expect,” “forecast,” “guidance,” “could,” “may,” “should,” “would,” “believe,” “intend,” “project,” “plan,” “predict,” “will,” “target” and similar expressions identify forward-looking statements, which are not historical in nature. Forward-looking statements are subject to certain known and unknown risks and uncertainties that could cause actual results to differ materially from our historical experience and our current projections or expectations of future results expressed or implied by these forward-looking statements. You should keep in mind the risk factors and other cautionary statements in the filings made by Tamboran with the SEC, which are available to the public. Tamboran undertakes no obligation to, and does not intend to, update these forward-looking statements to reflect events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.
Investor enquiries:
Chris Morbey, Vice President – Investor Relations and Corporate Development
+61 2 8330 6626
Investors@tamboran.com
Media enquiries:
+61 2 8330 6626
Media@tamboran.com
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