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Get filing alertsTamboran acquires 98% of Falcon Australia for 6.5M shares plus $23.7M cash
Filed May 28, 2026 · Period ending May 28, 2026 · ~1 min read
Key Changes
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Tamboran acquired ~98% of Falcon Australia and four other Falcon subsidiaries (Hungary, Ireland, South Africa) for 6,537,503 shares plus $23,663,080 cash, consolidating Falcon's international exploration assets.
Item 2.01 verify on EDGAR → -
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Stock issuance will dilute existing shareholders by 6.5M shares; cash payment reduces liquidity by $23.7M. Additional 369,084 options issued to former Falcon directors at $21.94/share under new consulting agreements.
Item 2.01 verify on EDGAR → -
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Court-approved arrangement includes special provisions for sanctioned shareholder: Tamboran must pay into blocked U.S. account, and funds will NOT revert to company if unclaimed—creating permanent capital loss risk.
Item 3.02 verify on EDGAR → -
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Shares issued under Section 3(a)(10) exemption following court fairness hearing, avoiding SEC registration. Financial statements for acquired business due within 71 days per Item 9.01 extension.
Item 3.02, 9.01 verify on EDGAR →
Summary
Tamboran Resources closed its acquisition of Falcon Oil & Gas's international subsidiaries on May 28, 2026, paying a mix of 6.5 million shares and $23.7 million cash. The deal brings Tamboran nearly all of Falcon Australia plus exploration assets in Hungary, Ireland, and South Africa. The stock consideration represents meaningful dilution for existing shareholders, while the cash outlay reduces near-term liquidity.
The transaction includes an unusual complication: a Falcon shareholder subject to sanctions was deemed to have dissented, and Tamboran must deposit consideration into a blocked U.S. account. If those funds go unclaimed, they're permanently lost to the company—they won't revert to Tamboran's balance sheet. This creates a small but real risk of capital leakage with no recovery mechanism.
Retail holders should watch for the amended 8-K due within 71 days, which will include audited financials for the acquired businesses and pro forma statements showing the combined entity's financial position. That filing will clarify the assets acquired, any liabilities assumed, and the deal's impact on Tamboran's earnings profile.
Section-by-Section Diff
Event · Item 2.01 — Completion of Acquisition or Disposition of Assets
Item 2.01 — Completion of Acquisition or Disposition of Assets filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
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.
Tamboran completed an acquisition of multiple Falcon Oil & Gas subsidiaries across Australia, Hungary, Ireland, and South Africa. The Australian entity represents approximately 98.1% of Falcon's interests in Falcon Australia. This transaction consolidates Falcon's international exploration and production assets under Tamboran's ownership.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Tamboran issued unregistered stock as consideration in an exchange transaction approved by court under Securities Act Section 3(a)(10).
Added in current filing · verify on EDGAR →
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.
Tamboran issued stock as consideration in an exchange transaction without SEC registration, using a court-approved exemption under Section 3(a)(10) of the Securities Act. This exemption applies when a court holds a fairness hearing and approves the exchange terms. The filing references an Introductory Note (not included in this excerpt) that would contain details about the specific transaction, number of shares, and parties involved.
Event · Item 7.01 — Regulation FD Disclosure
Tamboran completed transactions under an Arrangement Agreement, disclosed via press release.
Added in current filing · verify on EDGAR →
On May 28, 2026, Tamboran issued a press release announcing the completion of the transactions contemplated by the Arrangement Agreement.
Tamboran disclosed that it has completed transactions under an Arrangement Agreement. The 8-K does not provide details about the nature of these transactions, the parties involved, or the financial terms. The full details are contained in the attached press release (Exhibit 99.1), which is not included in this filing body.
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
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”).
The Supreme Court of British Columbia issued a final order on April 14, 2026 approving the Plan of Arrangement between Tamboran and Falcon, with special amendments addressing a Falcon shareholder subject to sanctions. The Court specifically considered the fairness of the arrangement to this sanctioned shareholder.
Added in current filing · verify on EDGAR →
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 sanctioned shareholder was deemed to have dissented from the Arrangement and is entitled to receive either the standard Cash Consideration or a court-determined fair value (whichever is greater). This creates potential additional payment obligations for Tamboran beyond the standard merger consideration if the court determines fair value exceeds the Cash Consideration.
Added in current filing · verify on EDGAR →
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.
Tamboran must pay the consideration into a blocked U.S. account to comply with sanctions laws. Critically, if the sanctioned shareholder never claims the funds, Tamboran cannot recover them — the money is permanently lost to the company rather than reverting back.
Event · Item 9.01 — Financial Statements and Exhibits
Tamboran disclosed completion of acquisition under arrangement agreement with Falcon Oil & Gas, with financial statements to follow within 71 days.
Added in current filing · verify on EDGAR →
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.
Tamboran is using the permitted 71-day extension to file financial statements for a business acquisition. This indicates an acquisition has closed, referencing the previously disclosed arrangement agreement with Falcon Oil & Gas Ltd. The company will provide audited financials and pro forma information in a subsequent amendment.
Added in current filing · verify on EDGAR →
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.
The filing references the original arrangement agreement from September 2025 and an amending agreement from March 2026 with Falcon Oil & Gas. This suggests the transaction structure has been modified since initial announcement and has now reached a milestone requiring 8-K disclosure.
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Figures/quotes linked to EDGAR · Narrative written by AI · May 29, 2026 · How we verify