Tamboran Resources Corp美股招股说明书(2025-10-24版)

Tamboran Resources Corporation Common Stock This is an offering of 2,324,445 shares of common stock, $0.001 par value (“common stock”), by Tamboran Resources Corporation (the“Company”). You should read this prospectus supplement carefully before you invest in our securities. Our common stock is listed on The New York Stock Exchange (“NYSE”) under the symbol “TBN.” The last reported sale price of our commonstock on October21, 2025, was $24.44 per share. Our CHESS Depositary Interests (“CDIs”), each representing 1/200th of one share of our commonstock, are listed on the Australian Securities Exchange (“ASX”) under the symbol “TBN.” This prospectus does not constitute an offer to sell, or thesolicitation of any offer to buy, any CDIs. We have granted the underwriters the option to purchase up to an additional 348,666 shares of our common stock on the same terms andconditions noted below within 30 days of the date of this prospectus supplement. See “Underwriting.” Investing in our common stock involves significant risks. See “Risk Factors” beginning on pageS-6of thisprospectus supplement and in the documents incorporated by reference in this prospectus supplement. Baker Hughes Energy Services LLC (the “Interested Purchaser”) has indicated an interest in purchasing up to an aggregate of approximately$10,000,000 of shares of common stock in this offering at the public offering price per share. Because this indication of interest is not a bindingagreement or commitment to purchase, we can provide no assurances with respect to whether the Interested Purchaser will purchase shares in thisoffering or, if they elect to purchase shares, the number of shares they ultimately will acquire. In addition, the underwriters may elect to sell fewer sharesor not to sell any shares in this offering to the Interested Purchaser. The underwriters will receive the same discount on any of our shares of commonstock purchased by the Interested Purchaser as they will from any other shares of our common stock sold to the public in this offering. Concurrently with this offering, we are also offering to eligible retail securityholders in Australia, New Zealand, Canada, Luxembourg, Malaysia,Singapore or the United Kingdom, through a placement under a security purchase plan pursuant to Regulation S under the Securities Act of 1933, asamended (the “Securities Act”), up to a maximum of A$30,000 of our CDIs per eligible retail securityholder at the public offering price in the offering towhich this prospectus supplement relates, representing a maximum of $30,000,000 of CDIs. In this prospectus supplement we refer to this placement ofCDIs as the “CDI Retail Offer.” Gross proceeds from the CDI Retail Offer, excluding estimated fees and expenses, are expected to be $30,000,000, withthe capacity to accept over-subscriptions at the discretion of the Company. However, there can be no assurance that eligible retail securityholders chooseto participate in the CDI Retail Offer, and thus the proceeds actually raised therefrom may be materially lower. We anticipate the CDI Retail Offer willclose on or about November19, 2025. Table of Contents Further, due to ASX listing requirements preventing their participation in this offering, Bryan Sheffield, our largest shareholder, and ScottSheffield, our director, or their respective nominees (collectively, the “Subsequent Purchasers”), have indicated their intent to, severally and not jointly,enter into subscription agreements with the Company concurrent with the closing of this offering, pursuant to which the Subsequent Purchasers willpurchase, in a private placement exempt from the registration requirements of the Securities Act, from the Company, and the Company will agree toissue and sell to the Subsequent Purchasers, an amount of shares equal to approximately 10% of (i)the shares of common stock sold to the public in thisoffering plus (ii)the shares sold to the Subsequent Purchasers, at a price per share equal to the public offering price in this offering (the “SubsequentPrivate Placement”). Additionally, certain of our officers and other directors have indicated their interest in also participating in the Subsequent PrivatePlacement as their participation in this offering is also limited by ASX listing requirements. The Subsequent Private Placement is subject to approval bythe Company’s shareholders and the satisfaction of other customary closing conditions. The Subsequent Private Placement is contingent upon theclosing of this offering. This offering is not contingent upon the Subsequent Private Placement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense. (1)Assumes no exercise of the underwriters’ option to purchase additional shares of common stock.(2)Excludes any proceeds from the Subsequ