TBN Tamboran Resources Corp - 8-K

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K (this “ Report ”) is incorporated by

reference into this Item 2.01.

Pursuant to the terms of the Arrangement Agreement and the Plan of Arrangement, at the effective time of the Arrangement

(the “ Effective Time ”), (a) Australia Sub acquired from Falcon approximately 98.1% of the issued and outstanding equity interests

(the “ Falcon Interests ”) of Falcon Oil & Gas Australia Limited, a company organized under the laws of Australia (“ Falcon Australia ”),

which represented all of Falcon’s interests in Falcon Australia, and (b) U.S. Sub acquired from Falcon all of the issued and

outstanding equity interests (together with the Falcon Interests, the “ Subject Interests ”) of (i) TXM Oil and Gas Exploration Kft., a

company incorporated under the laws of Hungary, (ii) Falcon Oil & Gas Ireland Limited, a company incorporated under the laws of

Ireland, (iii) Falcon Oil & Gas Holdings Ireland Limited, a company incorporated under the laws of Ireland, and (iv) Falcon

Exploration and Production South Africa (Pty) Ltd, a company incorporated under the laws of South Africa. In exchange for the

Subject Interests, Tamboran (a) issued to Falcon 6,537,503 shares (the “ Stock Consideration ”) of its common stock, par value $0.001

per share (the “ Tamboran Common Stock ”), and (b) paid $23,663,080 in cash (the “ Cash Consideration ”).

Each option to purchase common shares in the capital of Falcon granted to certain directors and officers of Falcon pursuant to

the stock option plan of Falcon dated November 19, 2004, as amended, that was outstanding immediately prior to the Effective Time,

whether vested or unvested, was deemed to be surrendered to Falcon for termination and cancellation effective immediately prior to

the Effective Time.  At the Effective Time, Tamboran entered into consulting agreements with certain directors and officers of Falcon,

pursuant to which Tamboran issued to those directors and officers options to purchase an aggregate of 369,084 shares of Tamboran

Common Stock at an exercise price of $21.94 per share.

The foregoing description has been included to provide investors and security holders with information regarding the

Arrangement, the Arrangement Agreement and the Plan of Arrangement and does not purport to be complete and is qualified in its

entirety by reference to the full text of the Arrangement Agreement and the Amending Agreement, which are attached hereto as

Exhibits 2.1 and 2.2 and are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in the Introductory Note of this Report with respect to the Stock Issuance is incorporated by

reference herein. Effective as of the Effective Time, the Stock Consideration was issued in reliance upon Section 3(a)(10) of the

Securities Act of 1933, as amended (the “ Securities Act ”), which exempts from the registration requirements under the Securities Act

any securities that are issued in exchange for one or more bona fide outstanding securities where the terms and conditions of such

issuance and exchange are approved, after a hearing upon the fairness of such terms and conditions at which all persons to whom it is

proposed to issue securities in such exchange shall have the right to appear, by any court expressly authorized by law to grant such

approval.

Item 7.01 Regulation FD Disclosure.

On May 28 , 2026, Tamboran issued a press release announcing the completion of the transactions contemplated by the

Arrangement Agreement. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The foregoing (including Exhibit 99.1) is 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 it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange

Act.

Item 8.01 Other Events.

In connection with the closing of the Arrangement, on April 14, 2026, the Supreme Court of British Columbia (the “ Court ”)

issued and entered a final order (the “ Final Order ”) approving the Plan of Arrangement, subject to certain amendments thereto,

following a hearing by the Court which considered, among other things, the fairness of the Arrangement to certain Falcon shareholders

subject to sanctions (referred to herein as the “Subject Shareholder”). Pursuant to the Final Order, the Subject Shareholder was

deemed to have exercised its right to dissent in respect of the special resolution of Falcon’s shareholders approving the Arrangement

and, as a result, the Final Order directs that the Subject Shareholder is entitled to receive the greater of (i) the Cash Consideration or

(ii) the fair value of the Subject Shareholder’s shares in Falcon as determined by the Court in accordance with Section 245 of the

Business Corporations Act (British Columbia) (the “ Excess Payment ”). The Final Order requires that the Cash Consideration and, to

the extent required, the Excess Payment, be remitted by Tamboran directly into an existing blocked account at a U.S. financial

institution in the name of the Subject Shareholder, in accordance with applicable sanctions laws. Pursuant to the Final Order, to the

extent any portion of the Cash Consideration or the Excess Payment, as applicable, remains unclaimed by the Subject Shareholder,

neither the Cash Consideration nor the Excess Payment, as applicable, will revert to Tamboran.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired .

As permitted by Item 9.01(a)(3) of Form 8-K, any financial statements required by this Item will be filed by amendment to

this Report within 71 days following the date on which this Report is required to be filed.

(b) Pro forma financial information .

As permitted by Item 9.01(a)(3) of Form 8-K, any pro forma financial statements required by this Item will be filed by

amendment to this Report within 71 days following the date on which this Report is required to be filed.

(d) Exhibits.

Exhibit No.

Description

2.1*

Arrangement Agreement, dated as of September 30, 2025, by and among Tamboran Resources Corporation,

Tamboran (Beetaloo) Pty Ltd, Tamboran Resources Investments Holding Corporation and Falcon Oil & Gas Ltd.

(incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Tamboran Resources

Corporation on September 30, 2025).

2.2

Amending Agreement, dated as of March 31, 2026, by and among Tamboran Resources Corporation, Tamboran

(Beetaloo) Pty Ltd, Tamboran Resources Investments Holding Corporation and Falcon Oil & Gas Ltd.

(incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Tamboran Resources

Corporation on April 6, 2026).

99.1

Press Release dated May 28, 2026.

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

*       Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Tamboran agrees to furnish a

supplemental copy of any omitted schedule or attachment to the SEC upon request; provided, that Tamboran may request confidential treatment

pursuant to Rule 24b-2 of the Securities Exchange Act for any schedules and similar attachments so furnished.