Tamboran Resources Corp

Tamboran completed its acquisition of Falcon Oil & Gas's subsidiaries, consolidating full ownership of the Beetaloo Basin joint venture that Falcon had partly held since before Tamboran's IPO.

asset acquisition disposition

Tamboran raised further capital across multiple channels: an A$37.1 million institutional entitlement offer to non-U.S. shareholders, an additional $14.7 million from underwriters exercising their option on the prior public offering, and a registered direct institutional entitlement offer.

capital raising announcement

Tamboran filed the final proxy statement for the Falcon deal and set a special shareholder meeting for March 3, 2026 (March 4 in Sydney) to vote on issuing 6,537,503 shares to Falcon, an ASX capacity approval and an adjournment proposal. The deal terms are unchanged from the draft ($23,663,080 cash plus the shares), but the stated post-deal ownership shifted: Tamboran holders would own about 77.6% and Falcon holders about 22.4%, versus 76.3% and 23.7% in the January 14 draft. The filing does not explain the change. The board unanimously recommends voting for all three proposals, and an abstention counts as a vote against.

business combination

Tamboran filed a preliminary proxy statement asking its shareholders to vote on the Falcon Oil & Gas deal agreed on September 30, 2025: it would issue 6,537,503 new shares and pay $23,663,080 in cash to Falcon for Falcon's Hungary, Ireland and South Africa entities and 98.1% of Falcon Australia, with the remaining 1.9% to be compulsorily acquired afterwards. This draft leaves the meeting date blank and says Tamboran holders would own about 76.3% of the combined company after closing, with Falcon holders about 23.7%. The board unanimously recommends voting for the share issuance, an ASX capacity approval and an adjournment proposal.

business combination

Tamboran raised roughly $80 million in two simultaneous deals: a related-party private placement of up to $29 million with insiders including largest shareholder Bryan Sheffield and director Scott Sheffield, and a separate underwritten public offering (led by RBC Capital Markets and Wells Fargo) that closed with about $52.5 million in net proceeds.

material agreement

A joint-venture entity half-owned by Tamboran secured an A$179.8 million syndicated project-finance facility from Macquarie Bank and Alpha Wave Credit to build the Sturt Plateau Compression Facility, backed by an Australian Northern Territory Government guarantee of up to A$75 million and a guarantee from 50% JV partner Formentera Australia Fund.

material agreement

Tamboran agreed to acquire all of Falcon Oil & Gas Ltd.'s subsidiaries - including Falcon's 22.5% Beetaloo Basin joint-venture stake plus assets in Hungary, Ireland and South Africa - for about 6.54 million Tamboran shares plus $23.66 million cash, consolidating full ownership of its core Australian gas project.

business combination

Tamboran raised $55.4 million in a private placement (mostly closing immediately, with $11 million pending shareholder approval), sold Daly Waters Energy a non-operating 100,000-acre slice of its Beetaloo acreage for $15 million, and restructured its joint venture agreement with Daly Waters Energy and Falcon Oil & Gas, retaining about 1.9 million net prospective acres and 77.5% operating interest in its core license areas.

material agreement

Tamboran Resources completed its NYSE IPO, selling 3.125 million shares at $24.00 for $75 million gross and listing as TBN; Sheffield Holdings LP (led by Pioneer Natural Resources founder Scott Sheffield) received board-nomination and registration rights as a key strategic investor, and driller Helmerich & Payne converted its 5.5% convertible note into 489,088 shares.

capital raising announcement

the exchange certified Tamboran Resources Corp's securities for listing, clearing them to begin trading.

listing compliance notice