Tamboran Resources Corp
For the period ended Sep 30, 2025. Filed Nov 13, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 13, 2025
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-14.
0001628280-25-025261
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-13.
0001628280-25-052026
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 3 previous paragraphs and 101 current paragraphs.
3 unchanged; 0 reworded; 98 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
The current filing states there were no material changes to risk factors.
This is the filer’s own statement, not a conclusion from the comparison. Read its qualifications and the report it references.
Current filing’s statement
There have been no material changes in risk factors for the quarterly period ended September 30, 2025 from those
Added paragraphs (98)
Current report
The market price for our common stock and CDIs following the closing of the Falcon Acquisition may be affected by
Current report
factors different from those that historically have affected or currently affect our common stock and CDIs.
Current report
Our financial position may differ from our financial position before the completion of the Falcon Acquisition, and the
Current report
results of operations of the combined company may be affected by some factors that are different from those currently
Current report
affecting our results of operations. Accordingly, the market price and performance of our common stock and CDIs is likely
Current report
to be different from the performance of our common stock and CDIs in the absence of the Falcon Acquisition. In addition,
Current report
general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, our common
Current report
stock and CDIs, regardless of our actual operating performance.
Current report
Our existing stockholders will have reduced ownership in the combined company following consummation of the
Current report
Immediately following consummation of the Falcon Acquisition, based on the number of shares of common stock
Current report
outstanding as of the date of the Arrangement Agreement and the issuance of the Stock Consideration as contemplated by
Current report
the Arrangement Agreement, our existing stockholders would own approximately 73% of the outstanding shares of the
Current report
combined company and Falcon’s existing stockholders would own approximately 27% of the outstanding shares of the
Current report
combined company. As a result, our current stockholders will have less influence on the policies of the combined company
Current report
We may not consummate the Falcon Acquisition, which is subject to the satisfaction of closing conditions. These
Current report
conditions include, but are not limited to, (a) the approval of the Falcon Acquisition by at least 66 2⁄3% of the votes cast by
Current report
Falcon shareholders and, if required by applicable Canadian securities laws, a simple majority of the votes cast by Falcon
Current report
shareholders, excluding Falcon common shares held by persons required to be excluded under such laws, at a meeting of
Current report
Falcon shareholders, (b) the approval of the issuance of the Stock Consideration by a majority of the votes cast by our
Current report
stockholders at a meeting of our stockholders, (c) the approval of the Falcon Acquisition by the Supreme Court of British
Current report
Columbia on terms consistent with the Arrangement Agreement and otherwise reasonably satisfactory to the parties, (d) the
Current report
authorization for listing of the Stock Consideration on the NYSE and (e) the absence of any law or order enjoining,
Current report
restricting or prohibiting the consummation of the transactions contemplated by the Falcon Acquisition. Neither we nor
Current report
Falcon can predict when, or if, these conditions will be satisfied. If any of these conditions are not satisfied or waived prior
Current report
to the outside date, it is possible that the Falcon Acquisition may be terminated. Although we have agreed with Falcon to
Current report
use reasonable best efforts, subject to certain limitations, to promptly complete the Falcon Acquisition, these and other
Current report
conditions to the completion of the Falcon Acquisition may fail to be satisfied. In addition, satisfying the conditions to and
Current report
completion of the Falcon Acquisition may take longer, and could cost more, and require additional borrowings, than we
Current report
currently expect. There can be no assurance that such conditions will be satisfied or that the Falcon Acquisition will be
Current report
consummated on the terms currently contemplated or at all. If additional borrowings are required to consummate the
Current report
Falcon Acquisition, our total debt and leverage will be greater than currently anticipated.
Current report
Failure to complete the Falcon Acquisition could negatively impact our stock price and have a material adverse effect
Current report
on our results of operations, cash flows and financial position.
Current report
If the Falcon Acquisition is not completed for any reason, including as a result of failure to obtain all requisite
Current report
regulatory approvals or Falcon’s stockholders fail to approve the applicable requisite proposals, we may be materially and
Current report
adversely affected and, without realizing any of the benefits of having completed the Falcon Acquisition, we would be
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