8-K: Current report
Published on November 25, 2025
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): November 24, 2025
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
(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 | ||
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 3.02Unregistered Sale of Equity Securities.
On November 24, 2025, Tamboran Resources Corporation (the “Company”) completed a security purchase plan pursuant to
which the Company issued and sold an aggregate of 107,558,800 CHESS Depositary Interests (“CDIs”) underpinned by 537,794
shares of common stock (each CDI represents 1/200th of a share of common stock), for aggregate proceeds to the Company of
A$17.42 million at an issue price of A$0.162 per CDI. The CDIs were offered to existing shareholders of the Company resident in
Australia, New Zealand, Canada, Luxembourg, Malaysia, Singapore or the United Kingdom. The Company’s issuance and sale of its
CDIs under the security purchase plan were exempt from registration pursuant to Regulation S under the Securities Act of 1933, as
amended.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description |
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: November 25, 2025 | By: | /s/ Eric Dyer | ||||
Eric Dyer Chief Financial Officer | ||||||