Tamboran Resources Corp美股招股说明书(2026-04-07版)

Tamboran Resources Corporation Common Stock We are conducting a registered direct institutional entitlement offer (the “Institutional Entitlement Offer”) ofshares of common stock, $0.001par value (“common stock”). The shares of common stock are being offered directly to Eligible Holders (as defined below) pursuant to this prospectussupplement and the accompanying prospectus. You should read this prospectus supplement carefully before you invest in our securities. For furtherinformation on how to subscribe for common stock in the Institutional Entitlement Offer, see “The Offering.” The Institutional Entitlement Offer allows Eligible Holders to subscribe for shares of common stock at the Subscription Price set forth on the cover ofthis prospectus supplement. We expect the entitlement ratio is one-for-ten, meaning each Eligible Holder may subscribe for one share of common stock (orCDIs at the applicable ratio) for every ten shares of common stock (or CDIs at the applicable ratio) held as of April 8, 2026 (the “Record Date”). This prospectus supplement relates only to the offer and sale of shares of common stock in the Institutional Entitlement Offer. A separate andsubsequent retail entitlement offer (the “Retail Entitlement Offer” together with the Institutional Entitlement Offer, the “Entitlement Offer”) will beconducted for eligible non-U.S. holders of CHESS Depositary Interests (“CDIs”) at the same Subscription Price and entitlement ratio; CDIs are not beingoffered or sold pursuant to this prospectus supplement and are not being registered under the Securities Act of 1933, as amended (the “Securities Act”). Our common stock is listed on The New York Stock Exchange (“NYSE”) under the symbol “TBN.” The last reported sale price of our common stockon April6, 2026, was $42.94 per share. Our CDIs, each representing 1/200th of one share of our common stock, are listed on the Australian SecuritiesExchange (“ASX”) under the symbol “TBN.” This prospectus does not constitute an offer to sell, or the solicitation of any offer to buy, any CDIs. Concurrently with the Institutional Entitlement Offer, we are conducting a separate underwritten public offering (the “Underwritten Offering”) of2,956,602 shares of common stock. We have granted the underwriters in the Underwritten Offering the option to purchase up to an additional 443,491 sharesof our common stock on the same terms and conditions within 30 days of the date of this prospectus supplement. The Underwritten Offering is a separateoffering from the Entitlement Offer, and completion of the Underwritten Offering is not conditioned on completion of the Entitlement Offer, and vice versa.The Underwritten Offering is being made pursuant to a separate prospectus supplement and accompanying base prospectus filed with the Securities andExchange Commission (the “SEC”). This prospectus supplement and the accompanying prospectus do not constitute an offer to sell, or the solicitation of anoffer to buy, any of the shares of common stock we are offering in the Underwritten Offering. Further details are set out in “The Concurrent UnderwrittenOffering.” Bryan Sheffield, our largest shareholder, Scott Sheffield, our director, and certain of our other directors and officers, or their respective nominees (the“Interested Purchasers”) have, severally and not jointly, indicated an interest in purchasing up to an aggregate of approximately $6million of shares ofcommon stock in this offering. Because this indication of interest is not a binding agreement or commitment to purchase, we can provide no assurances withrespect to whether the Interested Purchasers will purchase shares in this offering or, if they elect to purchase shares, the number of shares they ultimately willacquire. 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.Investing in our common stock involves significant risks. See “Risk Factors” beginning on page S-14 of this prospectus supplement and in the documents incorporated by reference in this prospectus supplement. Per ShareTotalSubscription Price$$Proceeds, before offering expenses, to us$$ In the Institutional Entitlement Offer, RBC Capital Markets, LLC will act as our exclusive placement agent (in such capacity, the “placement agent”)with respect to the shares of our common stock offered by this prospectus supplement. RBC Capital Markets is not purchasing or selling any securities in theInstitutional Entitlement Offer, nor is it required to arrange for the purchase or sale of any specific number or dollar amount of securities. The placementagent will use its reasonable best efforts to solicit offers for the purchases of the shares of the common stock offered hereby. There is no assurance that anysuch shares of common stock will be sold. We expect to del