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Beetaloo deal: Tamboran (NYSE: TBN) secures up to $28.5M carry

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(High)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Tamboran Resources Corporation announced that subsidiary Tamboran (Beetaloo) Pty Limited has signed a Farm-In Agreement with Daly Waters Energy covering about 10,000 acres across the Shenandoah North and South pilot areas and the Beetaloo Central Development Area in Australia’s Beetaloo Basin.

The agreement provides a staged earn-in of up to approximately US$28.5 million for Tamboran through carry and milestone payments, including Phase 1 and Phase 2 work program carries and a potential additional milestone carry. Royalties on the farmed-down working interests will be based on Falcon Oil & Gas Australia Limited royalties allocated pro rata.

Completion depends on Tamboran obtaining a 98.1% interest in Falcon Oil & Gas Australia Limited via a Plan of Arrangement with Falcon Oil & Gas Limited and on conditions tied to Daly Waters Energy’s joint venture with INPEX and the closing of Tamboran’s Falcon acquisition.

Positive

  • None.

Negative

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Insights

Tamboran trades Beetaloo acreage for up to US$28.5 million of carried spend while keeping key operatorship.

Tamboran is farming down about 10,000 acres in its Beetaloo Basin pilot and development areas to Daly Waters Energy under a staged earn-in. The structure centers on carry commitments rather than upfront cash, with Phase 1 and potential Phase 2 work program spend of US$11.6 million each plus a possible milestone carry.

The deal aligns Tamboran with Daly Waters Energy and INPEX on the same acreage as their joint venture, while tying royalties to Falcon Oil & Gas Australia Limited on a pro-rata basis. The transaction is contingent on Tamboran securing a 98.1% interest in FOGA via a Plan of Arrangement with Falcon Oil & Gas Limited and satisfying joint venture-related conditions.

If completed, the arrangement could support Tamboran’s goal of first gas in the third quarter of 2026 by funding part of development spending and validating acreage value, though execution still depends on closing the Falcon acquisition, meeting conditions precedent, and successfully progressing drilling and infrastructure.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Staged earn-in value Up to US$28.5 million Maximum staged earn-in under Farm-In Agreement
Phase 1 carry US$11.6 million Carry commitment for future work in Pilot Area
Phase 2 carry US$11.6 million Additional carry if Daly Waters Energy proceeds to Phase 2 in BCDA
Milestone carry Up to US$5.3 million Additional milestone consideration upon conditions being met
Farm-down acreage Approximately 10,000 acres Working interest across pilot areas and BCDA farmed down to Daly Waters Energy
Tamboran Beetaloo position Approximately 1.9 million net acres Net prospective acreage held in Beetaloo Basin
FOGA interest condition 98.1% interest Required Tamboran stake in Falcon Oil & Gas Australia Limited for completion
Post-transaction BCDA Tamboran stake 20.0% Tamboran working interest in Beetaloo Central Development Area after transaction
Farm-In Agreement financial
"entered into a Farm-In Agreement (the “Farm-In Agreement”) with Daly Waters Energy, LP"
A farm-in agreement is a deal where one company agrees to pay for part of another company’s exploration or development costs in exchange for a percentage ownership in a specific asset, like an oil, gas, or mining lease. Think of it like a partner offering to fund renovations on a house in return for a share of ownership; for investors this changes who bears costs and risk, alters future production and revenue shares, and can dilute or boost the original owner’s value depending on outcomes.
staged earn-in financial
"provides for a staged earn-in, up to approximately US$28.5 million"
carry commitment financial
"DWE will provide Tamboran with a US$11.6 million carry commitment in respect to future work program spend"
Plan of Arrangement regulatory
"as part of a Plan of Arrangement between the Company and Falcon Oil & Gas Limited"
A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.
forward-looking statements regulatory
"This press release contains “forward-looking” statements related to the Company"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Phase 2 Development Area farm-out process financial
"Our Phase 2 Development Area farm-out process is continuing"
Tamboran Resources Corp false 0001997652 0001997652 2026-03-30 2026-03-30
 
 

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): March 30, 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 8.01

Other Events.

On March 30, 2026, the Tamboran (Beetaloo) Pty Limited (“Tamboran Limited”), a subsidiary of Tamboran Resources Corporation (the “Company”), entered into a Farm-In Agreement (the “Farm-In Agreement”) with Daly Waters Energy, LP (“DWE”). Under the terms of the Farm-In Agreement, the Company will farm down approximately 10,000 acres of its working interest across the Shenandoah North Pilot Area, the Shenandoah South Pilot Area and the Beetaloo Central Development Area (the “BCD Area”) to DWE. The Farm-In Agreement provides for a staged earn-in, up to approximately US$28.5 million, subject to structured off-ramp provisions, which include a milestone carry right granted to Tamboran Limited.

The Farm-In Agreement was made pursuant to DWE’s joint venture with INPEX Corporation (“INPEX”) and is over the same acreage as covered by the joint venture. Royalties attributed to the net working interests farmed into by the Farm-In Agreement in the Shenandoah North Pilot Area, the Shenandoah South Pilot Area and the BCD Area, as applicable, will be the relevant Falcon Oil & Gas Australia Limited (“FOGA”) royalties apportioned on a pro-rata basis. The completion of the transaction under the Farm-In Agreement is contingent upon Tamboran Limited receiving a 98.1% interest in FOGA, as part of a Plan of Arrangement between the Company and Falcon Oil & Gas Limited, and is subject to certain conditions precedent in the farm-in between DWE and INPEX along with closure of the Company’s acquisition with Falcon Oil & Gas Ltd.

On March 31, 2026, the Company issued a press release (the “Press Release”) announcing the execution of the Farm-In Agreement. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.   

Description

99.1    Press Release, dated as of March 31, 2026
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: April 3, 2026     By:  

/s/ Eric Dyer

     

Eric Dyer

Chief Financial Officer

Exhibit 99.1

 

LOGO

 

 ANNOUNCEMENT

  

March 31, 2026

 

 Tamboran Resources Corporation (NYSE: TBN, ASX: TBN)

Tamboran farmout Pilot Area and BCDA acreage for significant premium in acreage value

Highlights

 

 

 

Tamboran Resources and Formentera Partners (Formentera), the owner of Daly Waters Energy, LP (DWE), have executed a Farm-in Agreement (Farm-in Agreement) to advance development of the Beetaloo Basin in Australia’s Northern Territory.

 

 

Under the Farm-in Agreement, Tamboran will farm down approximately 10,000 acres of its working interest across the Shenandoah North Pilot Area and the Shenandoah South Pilot Area (collectively the Pilot Area) and the Beetaloo Central Development Area (BCDA) to DWE.

 

 

The Farm-in Agreement provides for a staged earn-in, up to ~US$28.5 million, subject to structured off-ramp provisions.

 

 

The agreement follows DWE announcing a strategic joint venture with INPEX Corporation (JPX: 1605, market capitalization of US$35 billion) (INPEX), Japan’s largest E&P and operator of the 8.9 MTPA (~1.2 Bcf/d) Ichthys LNG project in Darwin.

 

 

The transaction recognizes the value premium that can be realised on Beetaloo acreage as it is defined and matured, like the Pilot Area, as well as the value that can be realised for adjacent appraisal areas, like the BCDA. It is an important step towards commercialization.

 

 

Completion of the transaction is subject to certain conditions precedent in the farm-in between DWE and INPEX along with closure of Tamboran’s Falcon acquisition.

Tamboran Resources Corporation Chief Executive Officer, Mr. Todd Abbott, said:

“This transaction represents a significant validation of the underlying value of our Beetaloo acreage with an implied valuation well above our recent traded metrics. Importantly, it allows us to accelerate activity while preserving balance sheet strength and maintaining operatorship of our core assets.

“The INPEX investment in the Beetaloo Basin via its farm-in to the DWE interest in the North and South Pilot Area and BCDA position is a strong sign of confidence and has the potential to provide Tamboran with an additional pathway to gas commercialization.”

“Our Phase 2 Development Area farm-out process is continuing, and we look forward to providing additional updates in due course. Our process will benefit from this and the other recent positive developments in the Basin.

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

 


LOGO

 

“The additional investment supports local jobs, infrastructure development and long-term energy security for the Northern Territory, while keeping us firmly on track for first gas in the third quarter of 2026. We are pleased to be progressing the project alongside DWE and remain excited about the scale of the opportunity ahead.”

Farm-in Agreement

The Farm-in Agreement between Tamboran and Formentera, the owner of DWE, is over the same acreage as the recently announced strategic joint venture between INPEX and DWE. Table 1 describes the pre-and-post transaction ownership across the Northern Pilot Area, Southern Pilot Area and BCDA.

 

   

 

        Pre-transaction  ownership        

 

 

     Post-transaction ownership(1)        

                 
     TBN(2)   DWE(3)   TB2(4)   INPEX   TBN(2)   DWE(3)   TB2(4)   INPEX
                 

Northern Pilot

Area (TB2

Operator)

  11.25%   -   77.5%   11.25%   5.625%   5.625%   77.5%   11.25%
                 

Southern Pilot

Area (DWE

Operator)

  50%   38.75%   -   11.25%   44.375%   44.375%   -   11.25%
                 

Beetaloo Central

Development

Area (DWE

Operator)

  12.5%   67.5%   -   20.0%   10.0%   70.0%       20.0%

 

(1)

Subject to completion of Phase 1 and Phase 2 of the Farm-in Agreement.

 

(2)

Subject to completion of the Falcon Oil & Gas Acquisition, and the proposed acreage swap with Daly Waters Energy, LP.

 

(3)

DWE is a 100% owned subsidiary of Formentera Partners.

 

(4)

TB2 is an entity owned 50/50% between Tamboran Resources Corporation and Daly Waters Energy, LP.

Phase 1 carry: Under Phase 1 of the Farmout Agreement, DWE will provide Tamboran with a US$11.6 million carry commitment in respect to future work program spend in the Pilot Area.

Phase 2 carry: Subject to DWE electing to proceed to Phase 2, DWE will carry TBN for an additional US$11.6 million carry in the BCDA.

Additional consideration: Upon certain conditions being met, DWE will also provide Tamboran with an additional milestone carry of up to US$5.3 million.

 

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Reassignment/Assignment: If DWE decides not to proceed with Phase 2, Tamboran will receive, by way of reassignment, 50% of the post-acreage ownership in the Pilot Area and assign 50% of the post-acreage ownership in the BCDA to DWE.

Completion of the transaction is subject to satisfaction of certain conditions precedent required by DWE.

This announcement was approved and authorised for release by Mr. Todd Abbott, the Chief Executive Officer of Tamboran Resources Corporation.

Investor enquiries:

+61 2 8330 6626

Investors@tamboran.com

Media enquiries:

+61 2 8330 6626

Media@tamboran.com

 

  3


LOGO

 

Figure 1: Tamboran acreage position across the Beetaloo Basin depocenter

 

LOGO

 

4


LOGO

 

About Tamboran Resources Corporation

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.

Disclaimer

Tamboran makes no representation, assurance or guarantee as to the accuracy or likelihood of fulfilment of any forward-looking statement or any outcomes expressed or implied in any forward-looking statement. The forward-looking statements in this report reflect expectations held at the date of this document. Except as required by applicable law or the ASX Listing Rules, Tamboran disclaims any obligation or undertaking to publicly update any forward-looking statements, or discussion of future financial prospects, whether as a result of new information or of future events.

The information contained in this announcement does not take into account the investment objectives, financial situation or particular needs of any recipient and is not financial product advice. Before making an investment decision, recipients of this announcement should consider their own needs and situation and, if necessary, seek independent professional advice. To the maximum extent permitted by law, Tamboran and its officers, employees, agents and advisers give no warranty, representation or guarantee as to the accuracy, completeness or reliability of the information contained in this presentation. Further, none of Tamboran nor its officers, employees, agents or advisers accept, to the extent permitted by law, responsibility for any loss, claim, damages, costs or expenses arising out of, or in connection with, the information contained in this announcement.

Note on Forward-Looking Statements

This press release 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,” “expect,” “anticipate,” “will,” “could,” “would,” “should,” “may,” “plan,” “estimate,” “intend,” “predict,” “potential,” “continue,” “participate,” “progress,” “conduct” 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

 

  5


LOGO

 

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; and the other risk factors discussed in the this report and the Company’s filings with the Securities and Exchange Commission.

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.

 

  6

FAQ

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

Tamboran Resources announced a Farm-In Agreement where subsidiary Tamboran (Beetaloo) Pty Limited will farm down about 10,000 acres to Daly Waters Energy in key Beetaloo Basin pilot and development areas, in exchange for a staged earn-in package and carried work program funding.

How much potential value does Daly Waters Energy provide to Tamboran under the farm-in?

The Farm-In Agreement provides a staged earn-in of up to approximately US$28.5 million. This includes a Phase 1 carry of US$11.6 million, a potential Phase 2 carry of US$11.6 million in the Beetaloo Central Development Area, and an additional milestone carry of up to US$5.3 million.

Which Beetaloo Basin areas are covered by Tamboran’s farm-out to Daly Waters Energy?

The agreement covers Tamboran’s working interests across the Shenandoah North Pilot Area, Shenandoah South Pilot Area, and the Beetaloo Central Development Area. These assets sit within the Beetaloo Basin depocenter and are also the focus of the existing INPEX–Daly Waters Energy strategic joint venture.

What ownership changes occur in the Beetaloo Central Development Area after the transaction?

Post-transaction, the Beetaloo Central Development Area ownership shifts to 20.0% for Tamboran, 10.0% for Daly Waters Energy, and 70.0% for INPEX. This revises the pre-transaction split of 12.5% Tamboran and 67.5% Daly Waters Energy, while INPEX gains a new position in the area.

What conditions must be met before Tamboran’s farm-in transaction with Daly Waters Energy completes?

Completion requires Tamboran (Beetaloo) Pty Limited to receive a 98.1% interest in Falcon Oil & Gas Australia Limited under a Plan of Arrangement with Falcon Oil & Gas Limited. It is also subject to conditions in the farm-in between Daly Waters Energy and INPEX and closing Tamboran’s Falcon acquisition.

How does Tamboran describe the strategic impact of the farm-in and INPEX involvement?

Tamboran’s CEO calls the transaction a significant validation of Beetaloo acreage value, noting the implied valuation exceeds recent traded metrics. Management highlights that the INPEX-backed structure can accelerate activity, preserve balance sheet strength, maintain operatorship of core assets, and support first gas timing targets.

What is Tamboran Resources Corporation’s broader position in the Beetaloo Basin?

Tamboran describes itself as a growth-focused independent gas company with about 1.9 million net prospective acres in the Beetaloo Basin, making it the largest acreage holder there. The company targets integrated development to supply Australian East Coast and select Asian markets, with first material revenue expected from 2026.

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