Tamboran Resources Corp. Signs Material Definitive Agreement

TL;DR

Tamboran Resources signed a big deal on 10/22/25. Details TBD.

AI Summary

Tamboran Resources Corp. announced on October 22, 2025, that it has entered into a material definitive agreement. The company, incorporated in Delaware, operates in the crude petroleum and natural gas sector. Further details regarding the agreement are not provided in this excerpt.

Why It Matters

This filing indicates a significant new contract or partnership for Tamboran Resources, which could impact its future operations and financial performance in the oil and gas sector.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which often carries significant financial and operational implications, but the specific nature and terms are not disclosed, creating uncertainty.

Key Players & Entities

• Tamboran Resources Corp. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• October 22, 2025 (date) — Date of earliest event reported
• CRUDE PETROLEUM & NATURAL GAS (industry) — Standard Industrial Classification

FAQ

Key Financial Figures

• $0.001 — ge on which registered Common stock, $0.001 par value per share TBN New York St
• $29 million — e expect to sell to the Investors up to $29 million of shares of our common stock, par valu
• $21 — "Common Stock") at a price per share of $21.00, on the terms and subject to the con
• $52.5 million — ompany intends to use the approximately $52.5 million of net proceeds (after deducting discou

Filing Documents

• trc-20251022.htm (8-K) — 116KB
• ex11-projectdaytonaxunderw.htm (EX-1.1) — 253KB
• ex51-tbnxex5opinionoctober.htm (EX-5.1) — 17KB
• ex101-tbnxsubscriptionagre.htm (EX-10.1) — 142KB
• ex102-tbnxsubscriptionagre.htm (EX-10.2) — 151KB
• ex103-tbnxsubscriptionagre.htm (EX-10.3) — 178KB
• ex991-tbnxlaunchpressrelea.htm (EX-99.1) — 67KB
• ex992-tbnxpricingpressrele.htm (EX-99.2) — 77KB
• ex993-tbnclosingpressrelea.htm (EX-99.3) — 55KB
• image_0.jpg (GRAPHIC) — 11KB
• image_0a.jpg (GRAPHIC) — 0KB
• 0001628280-25-046286.txt ( ) — 1381KB
• trc-20251022.xsd (EX-101.SCH) — 2KB
• trc-20251022_lab.xml (EX-101.LAB) — 24KB
• trc-20251022_pre.xml (EX-101.PRE) — 14KB
• trc-20251022_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry 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 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

01 Other Events

Item 8.01 Other 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 corporat

01 Regulation FD Disclosure

Item 7.01 Regulation 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are furnished with this report: Exhibit No. Description 1.1 Underwriting Agreement, dated as of October 22, 2025, 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 . 10.1 Form of Subscription Agreement (B. Sheffield) . 10.2 Form of Subscription Agreement (D&O) . 10.3 Form of Subscription Agreement . 23.1 Consent of Latham & Watkins LLP (included in Exhibit 5.1 hereto) . 99.1 Press release dated October 22, 2025 (Launch) . 99.2 Press release dated October 22, 2025 (Pricing) . 99.3 Press release dated October 24, 2025 (Closing) . 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

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: October 24, 2025 By: /s/ Eric Dyer Eric Dyer Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR