Baker Hughes Plans to Buy Into Tamboran

Tamboran Resources Corp on Thursday confirmed an underwritten public offering of about 2.32 million common shares, under which Baker Hughes expressed interest to subscribe for up to $10 million.

RBC Capital Markets LLC and Wells Fargo Securities LLC are underwriters in the placement. “The company expects to grant the underwriters a 30-day option to purchase up to an additional 348,666 shares of common stock from the company”, Sydney-based Tamboran said in a stock filing with the Australian Securities Exchange (ASX).

Tamboran’s common stock trades on the New York Stock Exchange (NYSE). At ASX, it holds CHESS Depositary Interests (CDIs), each representing 1/200th of one common share, according to Tamboran.

“The company intends to use the net proceeds of the offering to fund Tamboran’s development plan, working capital and other general corporate purposes”, the early-stage, Beetaloo basin-focused natural gas exploration and production company said.

“Tamboran is in the process of conducting a bookbuild and price discovery process in relation to the public offering”, Tamboran added.

In a prospectus filing with the United States Securities and Exchange Commission on Wednesday, Tamboran said, “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 binding agreement or commitment to purchase, we can provide no assurances with respect to whether the Interested Purchaser will purchase shares in this offering or, if they elect to purchase shares, the number of shares they ultimately will acquire”, Tamboran said. “In addition, the underwriters may elect to sell fewer shares or not to sell any shares in this offering to the Interested Purchaser”.

The prospectus added, “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… up to a maximum of A$30,000 of our CDIs per eligible retail securityholder at the public offering price in the offering to which this prospectus supplement relates, representing a maximum of $30,000,000 of CDIs”.

Tamboran expects $30 million in gross proceeds from the CDI offering, which it plans to close around mid-November.

It has paused trading on the ASX since Thursday. The self-initiated suspension will remain in place “until the commencement of normal trading on Monday, October 27, 2025, unless before that time Tamboran makes an announcement in relation to the completion of a capital raising”, Tamboran said in a separate ASX disclosure.

On September 30 Tamboran and Falcon Oil & Gas Ltd announced a definitive merger agreement that they said will create a leading position of about 2.9 million net acres in the Beetaloo sub-basin onshore Australia’s Northern Territory.

Concurrently the companies, already partners through the Beetaloo Joint Venture, sanctioned the Shenandoah South Pilot Project, which has a planned capacity of 40 million cubic feet a day. The joint venture expects the project to start gas sales mid-2026.

Tamboran will acquire Dublin, Ireland-based Falcon by issuing about 6.54 million shares listed on the NYSE to Falcon shareholders. Additionally Tamboran will pay $23.7 million in cash, a joint ASX filing said.

The parties expect to complete the combination February 2026, subject to approvals by shareholders on both sides. Both companies’ boards approved the transaction.

“On completion, Falcon will distribute Tamboran shares to eligible shareholders of Falcon at an exchange ratio of 0.00687 shares of Tamboran NYSE common stock for each Falcon common stock”, the companies said.

“Falcon shareholders will own ~26.8 percent of the pro forma business. Tamboran stockholders will own the remaining 73.2 percent.

“The transaction values Falcon’s subsidiaries at C$239 million (US$172 million), at an implied offer price of C$0.2154 per share. This reflects a 19.7 percent premium of the closing price of Falcon on the TSX [Toronto Stock Exchange] on September 29, 2025 and a 53.2 percent premium to the 90-day traded VWAP [volume-weighted average price].

“The acquisition is accretive to Tamboran stockholders given the implied acreage value of US$169 per acre reflects a four percent discount to Tamboran’s current implied acreage value of US$176 per acre”.

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