Private Placement (Form 8-K)

As previously disclosed, on October 24, 2025, Tamboran Resources Corporation (the "Company") entered into subscription agreements with certain investors (the "PIPE Investors") for an aggregate commitment amount of approximately $32 million (the "PIPE Investment"), pursuant to which such investors agreed to purchase an aggregate of 1,524,377 shares of common stock of the Company, par value $0.001 per shares ("Common Stock") at a price of $21.00 per share upon the satisfaction of certain conditions, including, as applicable to certain of the PIPE Investors, approval by the Company's stockholders.

On January 13, 2026, the Company held a special meeting of stockholders (the "Special Meeting"), at which the Company's stockholders considered and approved the sales to the PIPE Investors. Pursuant to the terms of the applicable subscription agreements, following the Special Meeting, on January 16, 2026, the PIPE Investment closed and the Company issued 1,524,377 shares of Common Stock.

The Company issued the foregoing securities under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Rule 506(b) of Regulation D promulgated thereunder as a transaction not requiring registration under Section 5 of the Securities Act. The parties receiving the securities represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution, and appropriate restrictive legends were affixed to the certificates representing the securities (or reflected in restricted book entry with the Company's transfer agent). The parties also had adequate access, through business or other relationships, to information about the Company.