🧾 What This Document Is

This is a Form 8-K filing, which companies use to tell investors about major events. This one is all about Tamboran Resources raising money by selling new shares of its stock to the public. Think of it as the company officially announcing: "We're selling a piece of ourselves to fund our next big steps."

🏢 What The Company Does

👉 In simple terms, Tamboran Resources is a natural gas explorer and producer. They're focused on developing gas resources in the Beetaloo Basin in Australia. They own a huge amount of land there—about 1.9 million net acres—making them the largest landholder in that area. Their goal is to turn that gas reserve into a commercial business.

💰 The Offering: Shares & Price

The company is selling 2,956,602 new shares of its common stock through an underwriting deal.

• Underwriters: The banks leading the sale are RBC Capital Markets and Wells Fargo Securities. They've also been granted an option to buy up to an additional 443,491 shares.
• How it Works: The banks buy the shares from Tamboran and then sell them to the public. This is a "firm commitment" underwriting deal.

👉 Why it matters: This is a primary way for a growth-stage company like Tamboran to raise the cash it needs to fund operations without taking on debt.

🚀 What The Money Is For

The company has clearly stated how it plans to use the cash raised from this stock sale:

1. Drilling & Exploration: Funding more drilling in the "Pilot Area" and exploring the "Orion Acreage" and "Beetaloo Central Development Area."
2. Drilling in EP 161: Another specific drilling project.
3. Working Capital: General day-to-day business cash.
4. Other Corporate Purposes: A catch-all for other needs.

👉 Why it matters: This shows investors the money is going directly into the ground to find and develop more gas, which is the core of their business strategy. It's a "growth investment" story.

🔍 The Lock-Up Agreement

A key part of this deal is a "Lock-Up Agreement." This is a promise made by company insiders (officers, directors, and major shareholders) not to sell their existing shares for a set period after the offering.

• The Rule: They agree not to sell, pledge, or hedge their shares for 45 days following the offering date.
• Exceptions: There are standard exceptions for things like gifts, estate planning, or transfers to family entities.

👉 Why it matters: The lock-up prevents a flood of insider selling right after the new offering, which could push the stock price down. It signals that insiders are confident and willing to stay invested alongside the new public shareholders.

📅 Key Dates & Contacts

• Agreement Date: The underwriting agreement was signed on April 7, 2026.
• Legal Opinion: The company's lawyers (Latham & Watkins) confirmed the shares were properly authorized on April 9, 2026.
• Offering Options: The underwriters' option to buy extra shares must be exercised by April 15, 2026.
• Investor Relations:
  • Contact: Chris Morbey, Vice President – Investor Relations and Corporate Development
  • Phone: +61 2 8330 6626
  • Email: [email protected]
• Media Enquiries:
  • Phone: +61 2 8330 6626
  • Email: [email protected]

⚖️ Big Picture: Strengths & Risks

• 👍 Strengths (The Bull Case):
  • Clear Use of Proceeds: The money is earmarked for specific, growth-oriented drilling projects.
  • Strong Underwriters: Having major banks like RBC and Wells Fargo run the deal adds credibility.
  • Lock-Up in Place: Insider lock-ups help stabilize the stock price post-offering.
• ⚠️ Risks (The Bear Case):
  • Dilution: Selling nearly 3 million new shares means each existing share now represents a smaller slice of the company. This often puts short-term pressure on the stock price.
  • Exploration Risk: The company's success hinges on the results of the very drilling this money will fund. There's no guarantee they'll find commercially viable gas.
  • Cash Burn: As an explorer, Tamboran likely spends more than it earns. This raise funds that burn, but they may need more capital in the future.

🧠 The Analogy

Imagine Tamboran is a bakery startup that owns a secret, promising recipe (the gas resources) but needs cash to buy a bigger oven and more ingredients (drilling equipment). They decide to sell more slices of their bakery (shares) to the public. To reassure new bakers (investors), the original owners promise not to sell their own slices for 45 days. The cash goes straight into baking more cakes (drilling), hoping they turn out delicious and profitable.

🧩 Final Takeaway

Tamboran Resources is raising public capital through a share sale to fund its aggressive gas exploration plans in Australia. The deal is structured with insider lock-ups to support the stock price, but the investment is a high-risk, high-reward bet on the success of their upcoming drilling programs.