Tamboran Resources Files 8-K with Key Agreements and Disclosures

Ticker: TBNRL · Form: 8-K · Filed: Sep 30, 2025 · CIK: 1997652

Sentiment: neutral

Topics: material-agreement, equity-sale, filing

TL;DR

Tamboran Resources dropped an 8-K on 9/30/25 covering material agreements and equity sales.

AI Summary

Tamboran Resources Corp. filed an 8-K on September 30, 2025, reporting on a material definitive agreement, unregistered sales of equity securities, and Regulation FD disclosures. The filing also includes financial statements and exhibits, indicating ongoing business activities and potential equity transactions.

Why It Matters

This 8-K filing signals significant corporate actions by Tamboran Resources, potentially impacting its financial structure and operational agreements.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can carry inherent risks and require careful investor scrutiny.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement reported?

The filing indicates a material definitive agreement was entered into, but the specific details are not provided in the provided text.

What type of equity securities were sold unregistered?

The filing mentions unregistered sales of equity securities, but the specific type and terms of these sales are not detailed in the provided text.

What are the key items included in the financial statements and exhibits?

The filing states that financial statements and exhibits are included, but their specific content is not detailed in the provided text.

What is the primary business of Tamboran Resources Corp.?

Tamboran Resources Corp. is in the Crude Petroleum & Natural Gas industry, SIC code 1311.

Where is Tamboran Resources Corp. headquartered?

Tamboran Resources Corp.'s principal executive offices are located at Suite 01, Level 39, Tower One, International Towers Sydney, 100 Barangaroo Avenue, Barangaroo NSW 2000, Australia.

Filing Stats: 3,947 words · 16 min read · ~13 pages · Grade level 18.3 · Accepted 2025-09-30 09:07:05

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Arrangement Agreement On September 30, 2025, Tamboran Resources Corporation, a Delaware corporation ("Tamboran"), Tamboran (Beetaloo) Pty Ltd, a company organized under the laws of Australia and an indirect wholly owned subsidiary of Tamboran ("Australia Sub"), Tamboran Resources Investments Holding Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Tamboran ("U.S. Sub"), and Falcon Oil & Gas Ltd., a corporation incorporated under the Business Corporations Act (British Columbia) ("Falcon"), entered into an Arrangement Agreement (the "Arrangement Agreement"), pursuant to which, on the terms and subject to the conditions set forth therein, Tamboran agreed to indirectly acquire all of the equity interests of Falcon's subsidiaries (the transactions contemplated by the Arrangement Agreement, the "Transactions"). The Transactions will be effected by way of a plan of arrangement under the Business Corporations Act (British Columbia) (the "Plan of Arrangement"). Structure and Consideration Pursuant to the terms of the Arrangement Agreement and the Plan of Arrangement, (a) Australia Sub will acquire from Falcon approximately 98.1% of the issued and outstanding equity interests (the "Falcon Interests") of Falcon Oil & Gas Australia Limited, a company organized under the laws of Australia ("Falcon Australia"), which represents all of Falcon's interests in Falcon Australia, and (b) U.S. Sub will acquire from Falcon all of the issued and outstanding equity interests (together with the Falcon Interests, the "Subject Interests") of (i) TXM Oil and Gas Exploration Kft., a company incorporated under the laws of Hungary, (ii) Falcon Oil & Gas Ireland Limited, a company incorporated under the laws of Ireland, (iii) Falcon Oil & Gas Holdings Ireland Limited, a company incorporated under the laws of Ireland, and (iv) Falcon Exploration and Production South Africa (Pty) Ltd, a company inco

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the Stock Issuance is incorporated by reference herein. The Stock Consideration will be issued pursuant to the Arrangement Agreement will be issued in reliance upon Section 3(a)(10) of the Securities Act of 1933, as amended (the "Securities Act"), which exempts from the registration requirements under the Securities Act any securities that are issued in exchange for one or more bona fide outstanding securities where the terms and conditions of such issuance and exchange are approved, after a hearing upon the fairness of such terms and condition at which all persons to whom it is proposed to issue securities in such exchange shall have the right to appear, by any court expressly authorized by law to grant such approval.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 30, 2025, Tamboran issued a press release announcing entry into the Arrangement Agreement. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is the investor presentation that Tamboran and Falcon have prepared for use in connection with the announcement of the Transactions. The foregoing (including Exhibits 99.1 and 99.2) is 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 it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1* Arrangement Agreement, dated as of September 30, 2025 by and among Tamboran Resources Corporation, Tamboran (Beetaloo) Pty Ltd, Tamboran Resources Investments Holding Corporation and Falcon Oil & Gas Ltd. 10.1 Form of Support Agreement. 99.1 Press Release dated September 30, 2025. 99.2 Investor Presentation dated September 30, 2025. 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). * Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Tamboran agrees to furnish a supplemental copy of any omitted schedule or attachment to the SEC upon request; provided, that Tamboran may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act for any schedules and similar attachments so furnished.

Forward-Looking Statements

Forward-Looking Statements Certain statements in this report concerning the transaction, including any statements regarding the expected timetable for completing the transaction, the results, effects, benefits and synergies of the transaction, future opportunities for the combined company, future financial performance and condition, guidance and any other statements regarding Tamboran's or Falcon's future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are "forward-looking" that actual strategies, actions or results will not differ materially from expectations. Forward-looking statements are all statements other than statements of historical facts. The words "anticipate," "believe," "ensure," "expect," "if," "intend," "estimate," "probable," "project," "forecasts," "predict," "outlook," "aim," "will," "could," "should," "would," "potential," "may," "might," "anticipate," "likely" "plan," "positioned," "strategy," and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. Specific forward-looking statements include statements regarding Tamboran's or Falcon's plans and expectations with respect to the transaction, timing of closing, and the anticipated impact of the transaction on the combined company's results of operations, financial position, growth opportunities and competitive position. The forward- looking 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve significant risks and uncertainties that could cause actual resul

SIGNATURES

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: September 30, 2025 By: /s/ Eric Dyer Eric Dyer Chief Financial Officer

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