Tamboran Resources Corp 8-K

What Happened

• Tamboran Resources Corp. (TBN) filed an 8‑K (May 28, 2026) announcing that the transactions under its Plan of Arrangement have been completed and that stock consideration was issued to effect the arrangement. The company furnished a press release (Exhibit 99.1) on May 28, 2026 announcing the closing.
• The filing states the stock consideration was issued effective as of the Effective Time in reliance on Section 3(a)(10) of the U.S. Securities Act of 1933 (an exemption for securities issued in exchange for outstanding securities approved by a court).

Key Details

• Press release announcing closing was issued May 28, 2026 and is attached as Exhibit 99.1.
• The Supreme Court of British Columbia issued a Final Order on April 14, 2026 approving the Plan of Arrangement and addressing fairness for a Falcon shareholder subject to sanctions (the “Subject Shareholder”).
• The Final Order treats the Subject Shareholder as having dissented and entitles that shareholder to the greater of (i) the Cash Consideration or (ii) the fair value of their Falcon shares as determined by the Court under Section 245 of the Business Corporations Act (British Columbia) (the “Excess Payment”).
• The Final Order requires Tamboran to remit the Cash Consideration and any Excess Payment directly into an existing blocked account at a U.S. financial institution in the name of the Subject Shareholder in accordance with applicable sanctions laws; any unclaimed amounts will not revert to Tamboran.

Why It Matters

• The filing confirms the acquisition/arrangement has closed and that Tamboran issued stock as consideration, which is a material corporate transaction for shareholders to note.
• The court-directed handling of payments to a sanctioned, dissenting shareholder creates a specific cash/escrow obligation and legal constraint (payment into a blocked account and non-reversion of unclaimed funds) that could affect how those proceeds are distributed but does not state any amounts in the 8‑K.
• Securities were issued under a court-approved exemption (Section 3(a)(10)), meaning the stock issued in the transaction was not registered under the U.S. Securities Act but was exchanged pursuant to a judicial fairness approval.