Tamboran Resources Corp Completes Registered Direct Institutional Entitlement Offering, Issues Additional Shares

Key Highlights:

• Tamboran Resources Corp has completed the remaining tranche of a registered direct institutional entitlement offering.
• The company issued and sold an additional 96,698 shares of common stock on April 15, 2026.
• The shares were offered under the company’s automatic shelf registration statement (Form S-3, No. 333-294908), filed on April 7, 2026.
• A legal opinion from Latham & Watkins LLP, confirming the validity of the shares, was filed as part of this report.

Detailed Breakdown:

Tamboran Resources Corp (“the Company”), a Delaware-incorporated crude petroleum and natural gas company, announced the closing of the remaining portion of its previously disclosed registered direct institutional entitlement offering. This follows an earlier partial closing reported on April 14, 2026.

On April 15, 2026, the company finalized the sale and issuance of an additional 96,698 shares of common stock (referred to as the “RDO Shares”). These shares were sold directly to institutional investors, which typically indicates strong demand and confidence from professional investors. The shares carry a par value of \$0.001 each and are listed on the New York Stock Exchange (NYSE) under the ticker symbol TBN.

The issuance was made pursuant to an automatic shelf registration statement on Form S-3 (Registration No. 333-294908), which streamlines the process for quickly raising capital from the market. The company used a base prospectus dated April 7, 2026, and a related prospectus supplement, also dated April 7, 2026, in compliance with the Securities Act of 1933. The shares were sold pursuant to share purchase agreements entered into on April 8, 2026, between the company and the purchasing institutions.

To provide full legal assurance to investors, Latham & Watkins LLP issued a legal opinion confirming that the shares are validly issued, fully paid, and nonassessable. This legal opinion is included as Exhibit 5.1 in the current 8-K filing and is incorporated by reference into the registration statement. Latham & Watkins LLP’s consent for the use of their opinion in the company’s filings is also provided, ensuring compliance with regulatory requirements.

Key Information for Shareholders and Investors

• Dilution Impact: The issuance of an additional 96,698 shares will increase the total number of shares outstanding, potentially diluting existing shareholders. This is an important consideration for current investors as it may affect earnings per share and voting power.
• Capital Raising and Institutional Confidence: The successful completion of a registered direct offering to institutional investors is typically seen as a vote of confidence in the company’s prospects. The involvement of institutional investors can be price sensitive and may positively affect share value due to the perceived endorsement of the company’s strategy and management.
• Use of Proceeds: While the specific use of proceeds is not detailed in this filing, such capital raises are commonly used for working capital, expansion, debt repayment, or strategic initiatives. Investors may want to seek further clarification from management regarding the intended use of funds, as this can materially impact future performance.
• Regulatory and Legal Compliance: The company has ensured compliance with all relevant securities regulations, including the submission of legal opinions and consents, which may enhance investor confidence and reduce perceived legal risk.

Additional Details

• Corporate Headquarters: Suite 1, Level 39, Tower One, 100 Barangaroo Avenue, Barangaroo, NSW 2000, Australia.
• Chief Financial Officer: Eric Dyer has signed the filing on behalf of the company.
• Emerging Growth Company: Tamboran Resources Corp qualifies as an emerging growth company under the Securities Act, which may allow for certain regulatory and reporting exemptions.

Potential Share Price Implications

The completion of a registered direct offering and the accompanying capital infusion can be a double-edged sword for share prices:

• If the market views the capital raise as a strategic move to fund growth or strengthen the balance sheet, shares may react positively.
• If concerns about dilution outweigh the benefits of new capital, shares may trade lower in the short term.
• The participation of institutional investors is generally positive, as it signals professional investment interest and may stabilize trading.

Shareholders should closely monitor further company communications regarding the use of proceeds and any strategic initiatives funded by this capital raise.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should conduct their own due diligence and consult with a qualified financial advisor before making investment decisions. The information is based on filings made by Tamboran Resources Corp with the U.S. Securities and Exchange Commission as of April 15, 2026. The author accepts no liability for any losses arising from reliance on this information.

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