Tamboran Resources Corp
For the period ended Mar 31, 2026. Filed May 13, 2026.
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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.
Mar 31, 2026 · Filed May 13, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-12-31; filed 2026-02-11.
0001628280-26-007263
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-13.
0001628280-26-034593
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 288 previous paragraphs and 279 current paragraphs.
255 unchanged; 18 reworded; 4 added; 13 removed; 2 previous and 2 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.
Added paragraphs (4)
Current report
equity interests in the Falcon Entities. Based on 28,318,909 shares of common stock issued and outstanding as of May 1,
Current report
If the Falcon Acquisition is not completed for any reason, the ongoing businesses of Tamboran may be materially
Current report
Falcon common shares and certain Falcon shareholders have exercised such rights. If dissent rights are properly exercised
Removed paragraphs (13)
Previous report
practicable date before the date of this proxy statement, the total Falcon Parent stock consideration represented a market
Previous report
Arrangement Agreement, including the approval by Tamboran stockholders of the issuance of the Falcon Parent stock
Previous report
consideration to Falcon, the approval and adoption of the arrangement resolution by the Falcon shareholders, the approval
Previous report
of the arrangement by the Court on terms consistent with the Arrangement Agreement and otherwise reasonably
Previous report
satisfactory to the parties and receipt of certain regulatory clearances and approvals. Many of the conditions to completion
Previous report
approval of the TSX Venture Exchange (the “TSXV”), could delay the completion of the Falcon Acquisition for a
Previous report
significant period of time or prevent them from occurring. Any delay in completing the Falcon Acquisition may adversely
Previous report
If the Falcon Acquisition is not completed for any reason, including as a result of failure to obtain all requisite
Previous report
Regulatory Approvals, approval of the TSXV or if the Tamboran stockholders or Falcon shareholders fail to approve the
Previous report
stock issuance proposal, the ASX capacity proposal and the Falcon Acquisition resolution, respectively, the ongoing
Reworded paragraphs (18)
Previous wording
equity interests in the Falcon Entities. Following the completion of the Falcon Acquisition, it is anticipated that persons
Current wording
2026, following the completion of the Falcon Acquisition, it is anticipated that persons who were stockholders and
Previous wording
who were stockholders and shareholders of Tamboran and Falcon, respectively, immediately prior to the Falcon
Current wording
shareholders of Tamboran and Falcon, respectively, immediately prior to the Falcon Acquisition will own approximately
Previous wording
Acquisition will own approximately 77.6% and 22.4% of the combined company, respectively, with Tamboran maintaining
Current wording
81.2% and 18.8% of the combined company, respectively, with Tamboran maintaining control over the combined
Previous wording
control over the combined company. As a result, Tamboran’s current stockholders and Falcon’s current shareholders will
Current wording
company. As a result, Tamboran’s current stockholders and Falcon’s current shareholders will have less influence on the
Previous wording
have less influence on the policies of the combined company than they currently have on Tamboran’s policies and Falcon’s
Current wording
policies of the combined company than they currently have on Tamboran’s policies and Falcon’s policies, respectively.
Previous wording
trading day before the date of the public announcement of the Falcon Acquisition, through January 26, 2026, the latest
Current wording
trading day before the date of the public announcement of the Falcon Acquisition, through April 30, 2026, the total Falcon
Previous wording
value ranging from a low of$147,747,567.80 to a high of $199,001,591.32.
Current wording
Parent stock consideration represented a market value ranging from a low of$147,747,567.80 to a high of
Previous wording
of the arrangement are not within Tamboran’s control and Tamboran cannot predict when, or if, these conditions will be
Current wording
Tamboran cannot predict when, or if, these conditions will be satisfied. If any of these conditions are not satisfied or
Previous wording
satisfied. If any of these conditions are not satisfied or waived prior to the termination date, it is possible that the
Current wording
waived prior to the termination date, it is possible that the Arrangement Agreement may be terminated. The Arrangement
Previous wording
Arrangement Agreement may be terminated. The Arrangement Agreement provides that, upon termination of the
Current wording
Agreement provides that, upon termination of the Arrangement Agreement under certain circumstances, Tamboran or
Previous wording
termination fee of$3.75 million and $1.62 million, respectively. In addition, Falcon would be required to reimburse
Current wording
Falcon would be required to pay the other party a termination fee of$3.75 million and $1.62 million, respectively. In
Previous wording
Tamboran for its documented out-of-pocket expenses incurred in connection with the arrangement under certain
Current wording
addition, Falcon would be required to reimburse Tamboran for its documented out-of-pocket expenses incurred in
Previous wording
take longer and could cost more than we expect. The requirements for obtaining the regulatory approvals, including
Current wording
take longer and could cost more than we expect. Any delay in completing the Falcon Acquisition may adversely affect the
Previous wording
affect the benefits that Tamboran expects to achieve if the Falcon Acquisition and the integration of businesses were to be
Current wording
benefits that Tamboran expects to achieve if the Falcon Acquisition and the integration of businesses were to be completed
Previous wording
businesses of Tamboran may be materially adversely affected and, without realizing any of the benefits of having
Current wording
adversely affected and, without realizing any of the benefits of having completed the Falcon Acquisition, Tamboran would
Previous wording
completed the Falcon Acquisition, Tamboran would be subject to a number of risks, including the following:
Current wording
be subject to a number of risks, including the following:
Previous wording
shares, a substantial payment may be required to be made to such Falcon shareholders, which could have an adverse effect
Current wording
in respect of a significant number of Falcon common shares, a substantial payment may be required to be made to such
Previous wording
on the combined company’s financial condition and cash flows.
Current wording
Falcon shareholders, which could have an adverse effect on the combined company’s financial condition and cash flows.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Arrangement Agreement. Some of the conditions to completion of the arrangement are not within Tamboran’s control and
Current report — wording carried from elsewhere
connection with the arrangement under certain circumstances.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Arrangement Agreement under certain circumstances, Tamboran or Falcon would be required to pay the other party a
Previous report — wording carried elsewhere
Falcon common shares. If dissent rights are properly exercised in respect of a significant number of Falcon common