Tamboran Res SEC Filings

Tamboran Resources Corporation reported the results of its 2025 Annual Meeting of Stockholders held on December 4, 2025. Stockholders elected three Class II directors — Ryan Dalton, Andrew Robb, and Scott Sheffield — to new three-year terms, with over 10 million votes cast in favor of each and broker non-votes recorded where applicable.

Investors also ratified the appointment of Ernst & Young as the company’s independent registered public accounting firm for the fiscal year ending June 30, 2026, with more than 11.1 million votes for and very few votes against or abstaining. In addition, stockholders approved several equity-based compensation items under the 2024 Equity Incentive Plan, including issuance of 27,251 shares of common stock (or equivalent CDIs/RSUs) to Interim CEO Richard Stoneburner in lieu of cash fees, and potential share issuances to directors Scott Sheffield, Phillip Pace, and Jeffrey Bellman in lieu of up to US$200,000 of annual director fees each over a two-year period, subject to ASX Listing Rule 10.14.

Bryan Sheffield and affiliated entities report beneficial ownership of Tamboran Resources Corporation common stock. Mr. Sheffield is deemed to beneficially own 3,257,256 shares, representing 15.9% of the outstanding common stock. Sheffield Holdings, LP holds 2,247,404 shares, or 11.0%, and Daly Waters Energy, LP holds 876,197 shares, or 4.2%, with ownership attributed through various general partner and manager roles.

The ownership percentages are based on 20,493,869 shares outstanding as of November 1, 2025, and the change reflects a greater than 1% decrease in certain ownership percentages due solely to the issuer’s increased share count. A trust associated with Mr. Sheffield, BSS SLAT, has agreed to purchase 133,655 additional shares at $21 per share, pending stockholder approval, representing less than 1% of the company’s outstanding stock.

Tamboran Resources Corporation (TBN): Schedule 13G filed. HITE Hedge Asset Management LLC, HITE Hedge Asset Management LP, and Robert Matt Niblack reported beneficial ownership of 1,737,575 shares of Tamboran common stock, representing 8.63% of the class.

The filing lists shared voting and dispositive power over 1,737,575 shares and no sole power. The securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

Tamboran Resources Corporation filed its quarterly report for the three months ended September 30, 2025, showing continued investment in early‑stage gas development with no operating revenue and a net loss of $9.1 million. Cash and cash equivalents were $39.6 million. Management disclosed factors that raise substantial doubt about the company’s ability to continue as a going concern, citing a $3.9 million working capital deficit and significant planned spending.

Even so, the quarter featured project milestones. The Beetaloo Joint Venture reached Final Investment Decision for the Shenandoah South Pilot Project. Unproved properties rose to $378.8 million and assets under construction tied to midstream infrastructure reached $34.9 million as construction commenced on the Sturt Plateau Compression Facility. After quarter‑end, the company completed a public offering with net proceeds of $53.0 million.

The company also secured access to a A$179.8 million syndicated facility that was undrawn at quarter‑end. Shares outstanding were 20,493,869 as of November 1, 2025.

Tamboran Resources Corporation furnished an earnings presentation and press release announcing financial and operating results for the quarter ended September 30, 2025.

The materials were provided via an 8-K under Item 2.02 and are attached as Exhibits 99.1 and 99.2. The information is deemed “furnished,” not “filed,” under the Exchange Act.

Tamboran Resources (TBN) announced its 2025 Annual Meeting to be held virtually on December 4, 2025, at 4:00 p.m. Central time. Stockholders of record as of October 6, 2025, may vote online, by phone, or by mail; CDI holders may direct the Depositary Nominee via a CDI Voting Instruction Form.

The ballot includes six proposals: elect three Class II directors (Ryan Dalton, Andrew Robb, Scott Sheffield); ratify Ernst & Young as independent auditor for the fiscal year ending June 30, 2026; and four items under ASX Listing Rule 10.14 to issue equity under the 2024 plan—27,251 shares (which may be CDIs or RSUs) to Interim CEO Richard Stoneburner in lieu of fees, and for each of Scott Sheffield, Phillip Pace, and Jeffrey Bellman, issuances of common stock (which may be CDIs) up to US$200,000 per fiscal year for two years in lieu of director fees at their election.

There were 17,820,758 shares outstanding as of October 6, 2025. Proxies via Internet/phone are due by 11:59 p.m. Eastern on December 3, 2025; mailed proxies should arrive by close of business the prior day. CDI voting instructions must be received by Boardroom by 4:00 p.m. Central on December 2, 2025.

Tamboran Resources Corporation announced two equity transactions. The company closed an underwritten offering of 2,324,445 shares of common stock, and the underwriters fully exercised their 30‑day option for an additional 348,666 shares. The offering closed on October 24, 2025, generating approximately $52.5 million in net proceeds to fund Tamboran’s development plan, working capital, and other general corporate purposes.

Separately, Tamboran entered into subscription agreements to sell up to $29 million of common stock at $21.00 per share to certain investors, including its largest shareholder and directors, subject to shareholder approval and customary closing conditions. Tamboran agreed to use commercially reasonable efforts to file a resale registration within 30 days of that closing and to seek effectiveness as soon as practicable, no later than the 60th day (or 90th day if reviewed), maintaining effectiveness until specified conditions or up to three years.

Tamboran Resources Corporation launched a primary offering of 2,324,445 shares of common stock at $21.00 per share, for $48,813,345 in gross proceeds and $46,128,611 in proceeds to the company before expenses. The underwriters have a 30‑day option to purchase up to 348,666 additional shares.

The company expects approximately $45.6 million in net proceeds and plans to use the funds to fund its development plan, working capital, and other general corporate purposes. Baker Hughes Energy Services LLC indicated interest in up to $10,000,000 of shares at the offering price, which is non‑binding. Concurrently, Tamboran is conducting a CDI Retail Offer of up to $30,000,000 of CDIs, anticipated to close on or about November 19, 2025.

Tamboran also outlined a planned Subsequent Private Placement of approximately 10% of the combined shares sold, at the offering price, subject to shareholder approval and contingent on this offering’s closing. Separately, the pending Falcon Oil & Gas transaction contemplates 6,537,503 shares as stock consideration plus $23,663,080 in cash, expected in Q1 2026 subject to multiple approvals.

Tamboran Resources Corporation launched a primary offering of 2,324,445 shares of common stock on the NYSE under “TBN.” The Company also granted underwriters a 30‑day option to purchase up to 348,666 additional shares.

Baker Hughes Energy Services LLC indicated interest in purchasing up to $10,000,000 of shares at the public offering price. Concurrently, Tamboran is conducting a Regulation S CDI Retail Offer targeting $30,000,000 of CDIs (each CDI represents 1/200 of a share), anticipated to close on or about November 19, 2025. Net proceeds are intended to fund the Company’s development plan, working capital, and other general corporate purposes.

Due to ASX requirements, the largest shareholder and a director plan a Subsequent Private Placement, subject to shareholder approval, for an amount of shares equal to approximately 10% of (i) shares sold to the public plus (ii) shares sold to the Subsequent Purchasers, at the public offering price; this placement is contingent upon the offering but the offering is not contingent on it. Shares outstanding were 17,820,758 as of October 19, 2025.