Tamboran Resources Corp

For the period ended Oct 30, 2026. Filed Oct 30, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Oct 30, 2026 · Filed Oct 30, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒Definitive Proxy Statement

☐Definitive Additional Materials

☐Soliciting Material Pursuant to §240.14a-12

TAMBORAN RESOURCES CORPORATION

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required.

☐Fee paid previously with preliminary materials.

☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

On or about October 30, 2026, we will begin mailing to certain stockholders this Proxy Statement and our Annual Report to the

stockholders for the fiscal year ended June 30, 2026, which includes our Annual Report on Form 10-K for the fiscal year ended

June 30, 2026 (the “Annual Report”), as filed with the Securities and Exchange Commission on September 25, 2026, and

instructions on how to vote online. The Proxy Statement and Annual Report are available at www.proxyvote.com.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on November 19, 2026

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Tamboran

Resources Corporation, a Delaware corporation (the “Company” or “Tamboran”), will be held on Thursday, November 19,

2026, at 4:00 p.m. Central time (being 9:00 a.m. AEDT on Friday, November 20, 2026). To increase access for all of our

stockholders, the Annual Meeting will be online and a completely virtual meeting of stockholders. You may attend, vote, and

submit questions during the Annual Meeting via the live webcast on the Internet at www.virtualshareholdermeeting.com/

TBN2026. You will not be able to attend the Annual Meeting in person, nor will there be any physical location. You may vote

by telephone, Internet, or mail prior to the Annual Meeting. While we encourage you to vote in advance of the Annual Meeting,

you may also vote and submit questions relating to meeting matters during the Annual Meeting (subject to time restrictions).

Only stockholders of record at the close of business on October 7, 2026, are entitled to notice of, and to vote at, the Annual

Meeting and any postponement or adjournment thereof. Holders of Chess Depositary Interests (“CDIs”) of the Company at that

time will be entitled to receive notice of, and to attend as guests (but not vote at) the Annual Meeting. Holders of CDIs can

direct CHESS Depositary Nominees Pty Ltd, as depositary nominee (the “Depositary Nominee”) to vote the Company’s

common stock, par value $0.001 per share (“Common Stock”), underlying their CDIs at the Annual Meeting by completing the

CDI Voting Instruction Form.

Holders of Common Stock will be able to vote and submit questions online through the virtual-meeting platform during the

Annual Meeting. To ensure that proxies are received in time to be counted prior to the Annual Meeting, proxies submitted by

Internet or by telephone should be received by 11:59 p.m. Eastern time on Wednesday, November 18, 2026, and proxies

submitted by mail should be received by the close of business on Wednesday, November 18, 2026 (the business day prior to the

date of the Annual Meeting).

Holders of CDIs can direct the Depositary Nominee to vote the Common Stock underlying their CDIs at the Annual Meeting by

completing and returning the CDI Voting Instruction Form to Boardroom Pty Ltd (“Boardroom”), the agent the Company has

designated for the collection and processing of voting instructions from the Company’s CDI holders. Votes from CDI holders

must be received by Boardroom by no later than 4:00 p.m. Central time on Tuesday, November 17, 2026 (being 9:00 a.m.

AEDT on Wednesday, November 18, 2026) (48 hours prior to the time of the Annual Meeting) in accordance with the

instructions on the CDI Voting Instruction Form.

To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/TBN2026, you must enter the 15-digit control

number found on your proxy card. Holders of CDIs wishing to attend the Annual Meeting will need to do so as guests.

VOTE DURING THE MEETINGFollow the instructions contained in this Proxy Statement to virtually attend the Annual Meeting and vote your shares during the Annual Meeting.	VOTE BY INTERNETVisit www.proxyvote.com with the control number found on the proxy card.	VOTE BY PHONECall the toll-free number (for residents of the U.S. and Canada) listed on the proxy card. Be sure to have the control number available.	VOTE BY MAILComplete and sign the enclosed proxy card and return it in the enclosed envelope or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

Meeting Agenda

You are cordially invited to virtually attend the Annual Meeting of the Company for the purpose of considering and voting

upon the following proposals (collectively, the “Proposals”):

Proposal	Matter	Board Recommendation
1	The election of the Company’s three Class III directors, being each of:(1) Richard Stoneburner(2)David Siegel(3)Phillip Pace	FOR each
2	Ratification of the appointment of Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027.	FOR
3	Ratification and approval, for the purposes of ASX Listing Rule 7.4 and for all other purposes, of the issue of 3,400,093 shares of Common Stock pursuant to the Company’s US Public Offering.	FOR
4	Approval of the issuance of: (1) up to 32,740 restricted stock units in the Company; and (2) up to 32,740 performance stock units in the Company under the Plan to Mr. Todd Abbott (or his nominee), on the terms and conditions as set out in the Proxy Statement, pursuant to and for the purposes of ASX Listing Rule 10.14.	FOR
5	Approval of the issue of restricted stock units in the Company under the Plan to acquire shares of Common Stock (which may be represented by shares of Common Stock) to Mr. Fred Barrett (or his nominee) in the value of US$300,000 in each fiscal year during the three year period from the date of this Annual Meeting (being in aggregate a value of US$900,000) under the Plan, in lieu of the equivalent amount of director fees otherwise payable to him by the Company, on the terms and conditions as set out in the Proxy Statement, pursuant to and for the purposes of ASX Listing Rule 10.14.	FOR
6	Approval of the issue of restricted stock units in the Company under the Plan to acquire shares of Common Stock (which may be represented by shares of Common Stock or CDIs (as applicable)) to Mr. Patrick Elliott (or his nominee) in the value of US$300,000 in each fiscal year during the three year period from the date of this Annual Meeting (being in aggregate a value of US$900,000) under the Plan, in lieu of the equivalent amount of director fees otherwise payable to him by the Company, on the terms and conditions as set out in the Proxy Statement, pursuant to and for the purposes of ASX Listing Rule 10.14.	FOR
7	Approval of the issue of restricted stock units in the Company under the Plan to acquire shares of Common Stock (which may be represented by shares of Common Stock or CDIs (as applicable)) to Honorable Andrew Robb (or his nominee) in the value of US$300,000 in each fiscal year during the three year period from the date of this Annual Meeting (being in aggregate a value of US$900,000) under the Plan, in lieu of the equivalent amount of director fees otherwise payable to him by the Company, on the terms and conditions as set out in the Proxy Statement, pursuant to and for the purposes of ASX Listing Rule 10.14.	FOR
8	Approval of the issue of restricted stock units in the Company under the Plan to acquire shares of Common Stock (which may be represented by shares of Common Stock) to Mr. David Siegel (or his nominee) in the value of US$300,000 in each fiscal year during the three year period from the date of this Annual Meeting (being in aggregate a value of US$900,000) under the Plan, in lieu of the equivalent amount of director fees otherwise payable to him by the Company, on the terms and conditions as set out in the Proxy Statement, pursuant to and for the purposes of ASX Listing Rule 10.14.	FOR

9	Approval of the issue of restricted stock units in the Company under the Plan to acquire shares of Common Stock (which may be represented by shares of Common Stock) to Mr. Ryan Dalton (or his nominee) in the value of US$300,000 in each fiscal year during the three year period from the date of this Annual Meeting (being in aggregate a value of US$900,000) under the Plan, in lieu of the equivalent amount of director fees otherwise payable to him by the Company, on the terms and conditions as set out in the Proxy Statement, pursuant to and for the purposes of ASX Listing Rule 10.14.	FOR
10	Approval of the issue of restricted stock units in the Company under the Plan to acquire shares of Common Stock (which may be represented by shares of Common Stock) to Mr. Jeff Bellman (or his nominee) in the value of US$300,000 in each fiscal year during the three year period from the date of this Annual Meeting (being in aggregate a value of US$900,000) under the Plan, in lieu of the equivalent amount of director fees otherwise payable to him by the Company, on the terms and conditions as set out in the Proxy Statement, pursuant to and for the purposes of ASX Listing Rule 10.14.	FOR
11	Approval of the issue of restricted stock units in the Company under the Plan to acquire shares of Common Stock (which may be represented by shares of Common Stock) to Mr. Scott Sheffield (or his nominee) in the value of US$300,000 in each fiscal year during the three year period from the date of this Annual Meeting (being in aggregate a value of US$900,000) under the Plan, in lieu of the equivalent amount of director fees otherwise payable to him by the Company, on the terms and conditions as set out in the Proxy Statement, pursuant to and for the purposes of ASX Listing Rule 10.14.	FOR
12	Approval of the issue of restricted stock units in the Company under the Plan to acquire shares of Common Stock (which may be represented by shares of Common Stock) to Mr. Phillip Pace (or his nominee) in the value of US$300,000 in each fiscal year during the three year period from the date of this Annual Meeting (being in aggregate a value of US$900,000) under the Plan, in lieu of the equivalent amount of director fees otherwise payable to him by the Company, on the terms and conditions as set out in the Proxy Statement, pursuant to and for the purposes of ASX Listing Rule 10.14.	FOR
13	Approval of the issue of restricted stock units in the Company under the Plan to acquire shares of Common Stock (which may be represented by shares of Common Stock) to Mr. Richard Stoneburner (or his nominee) in the value of US$300,000 in each fiscal year during the three year period from the date of this Annual Meeting (being in aggregate a value of US$900,000) under the Plan, in lieu of the equivalent amount of director fees otherwise payable to him by the Company, on the terms and conditions as set out in the Proxy Statement, pursuant to and for the purposes of ASX Listing Rule 10.14.	FOR
14	Approval, for the purposes of ASX Listing Rule 10.17 and the Company’s bylaws and for all other purposes, that the maximum aggregate annual cash fee pool from which the non-executive directors of the Company may be paid for their services as members of the board of directors of the Company (the "Board”) be increased from US$2,000,000 per annum to US$2,700,000 per annum.	FOR
15	Approval of the ASX Limited’s grant to the Company of a waiver from ASX Listing Rule 7.1 to permit the Company to issue new securities without obtaining the approval of the Company’s stockholders under ASX Listing Rule 7.1, and otherwise on the terms and conditions summarized in this Proxy Statement.	FOR

Your vote is very important. You may vote at the virtual meeting or by proxy. Whether or not you plan to virtually attend the Annual Meeting, we encourage you to review the proxy materials and submit your proxy or voting instructions as soon as possible. You may vote your proxy by telephone or Internet (instructions are on your proxy card, and voter instruction form, as applicable) or by completing, signing, and mailing the enclosed proxy card in the enclosed envelope.Holders of CDIs can direct the Depositary Nominee to vote the Common Stock underlying their CDIs at the Annual Meeting by completing the CDI Voting Instruction Form.

By the Board of Directors,

/s/ Rohan Vardaro

Rohan Vardaro

General Counsel and Company Secretary

October 20, 2026

Sydney, Australia

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
PROXY STATEMENT SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
PROXY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
QUESTIONS AND ANSWERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
PROPOSAL ONE:TO APPROVE THE ELECTION OF THE COMPANY’S THREE CLASS III DIRECTORS, BEING EACH OF: (1) RICHARD STONEBURNER, (2) DAVID SIEGEL, (3) PHILLIP PACE . . . . . . . . . . . . . . . . . . . . . . . .	24
CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . .	35
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . . . . . . . . . . . . . . .	37
DELINQUENT SECTION 16(A) REPORTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	39
EXECUTIVE AND DIRECTOR COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	40
PROPOSAL TWO:RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2027. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	48
REPORT OF THE AUDIT & RISK MANAGEMENT COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	50
PROPOSAL THREE:RATIFICATION AND APPROVAL, FOR THE PURPOSES OF ASX LISTING RULE 7.4 AND FOR ALL OTHER PURPOSES, OF THE ISSUE OF 3,400,093 SHARES OF COMMON STOCK PURSUANT TO THE COMPANY’S US PUBLIC OFFERING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	51
PROPOSAL FOUR:APPROVAL OF THE ISSUANCE OF: (1) UP TO 32,740 RESTRICTED STOCK UNITS IN THE COMPANY; AND (2) UP TO 32,740 PERFORMANCE STOCK UNITS IN THE COMPANY UNDER THE PLAN TO MR. TODD ABBOTT (OR HIS NOMINEE), ON THE TERMS AND CONDITIONS AS SET OUT IN THE PROXY STATEMENT, PURSUANT TO AND FOR THE PURPOSES OF ASX LISTING RULE 10.14. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	53
PROPOSALS FIVE – THIRTEEN APPROVAL OF THE ISSUE OF RESTRICTED STOCK UNITS IN THE COMPANY UNDER THE PLAN TO ACQUIRE SHARES OF COMMON STOCK (WHICH MAY BE REPRESENTED BY SHARES OF COMMON STOCK OR CDIS (AS APPLICABLE)) (“RSUS”) TO MESSRS FRED BARRETT, PATRICK ELLIOTT, ANDREW ROBB, DAVID SIEGEL, RYAN DALTON, JEFF BELLMAN, SCOTT SHEFFIELD, PHILLIP PACE AND DICK STONEBURNER (OR THEIR RESPECTIVE NOMINEES) IN THE VALUE OF US$300,000 IN EACH FISCAL YEAR DURING THE THREE YEAR PERIOD FROM THE DATE OF THIS ANNUAL MEETING (BEING IN AGGREGATE A VALUE OF US$900,000) UNDER THE PLAN, IN LIEU OF THE EQUIVALENT AMOUNT OF DIRECTOR FEES OTHERWISE PAYABLE TO THEM BY THE COMPANY AT THEIR ELECTION, ON THE TERMS AND CONDITIONS AS SET OUT IN THE PROXY STATEMENT, PURSUANT TO AND FOR THE PURPOSES OF ASX LISTING RULE 10.14. . . . .	56
PROPOSAL FOURTEEN:APPROVAL, FOR THE PURPOSES OF ASX LISTING RULE 10.17 AND THE COMPANY’S BYLAWS AND FOR ALL OTHER PURPOSES, THAT THE MAXIMUM AGGREGATE ANNUAL CASH FEE POOL FROM WHICH THE NON-EXECUTIVE DIRECTORS OF THE COMPANY MAY BE PAID FOR THEIR SERVICES AS MEMBERS OF THE BOARD BE INCREASED FROM US$2,000,000 PER ANNUM TO US$2,700,000 PER ANNUM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	62
PROPOSAL FIFTEEN:APPROVAL OF THE ASX LIMITED’S GRANT TO THE COMPANY OF A WAIVER FROM ASX LISTING RULE 7.1 TO PERMIT THE COMPANY TO ISSUE NEW SECURITIES WITHOUT OBTAINING THE APPROVAL OF THE COMPANY’S STOCKHOLDERS UNDER ASX LISTING RULE 7.1, AND OTHERWISE ON THE TERMS AND CONDITIONS SUMMARIZED IN THIS PROXY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	66

FORWARD-LOOKING STATEMENTS

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