v3.26.3
Falcon Acquisition
 12 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Falcon Acquisition
Note 3 –Falcon Acquisition
On September 30, 2025, Tamboran and its wholly owned subsidiaries, Tamboran (Beetaloo) Pty Ltd (“Australia Sub”), and Tamboran Resources Investments Holding Corporation (“U.S. Sub”), entered into an agreement, as amended on March 31, 2026, (the “Arrangement Agreement”) to acquire (the “Arrangement” or the “Falcon Acquisition”) all of the subsidiaries of Falcon Canada.
Pursuant to the Arrangement Agreement, on May 28, 2026, (a) Australia Sub acquired from Falcon Canada approximately 98.1% of the issued and outstanding equity interests (the “Falcon Australia Interests”) of Falcon Australia, and (b) U.S. Sub acquired from Falcon Canada all of the issued and outstanding equity interests (together with the Falcon Interests, the “Subject Interests”) of (i) Falcon Hungary, (ii) Falcon Ireland (iii) Falcon Holdings and (iv) Falcon South Africa, for consideration of $6.2 million in cash (the “Cash Consideration”) and 6,537,503 shares (the “Stock Consideration”) of Tamboran common stock. A note receivable due from Falcon Australia was assigned by Falcon Canada to Tamboran Resources Pty Ltd for a consideration of $17.4 million.
Tamboran also entered into consulting agreements with certain directors, officers and consultants of Falcon Canada, pursuant to which Tamboran issued to those directors and officers options to purchase an aggregate of 369,084 shares of Tamboran common stock at an exercise price of $21.94 per share. Refer to Note 11 for additional discussion.
Pursuant to the Corporations Act, Australia Sub became obligated to compulsorily acquire the remaining 1.9% of the issued and outstanding equity interests of Falcon Australia (the “FOGA minority stock”) held by the shareholders other than Australia Sub (the “FOGA minority holders”) following completion of the Transaction. Australia Sub will proceed with the compulsory acquisition of all FOGA minority stock for cash consideration at a price per share no less than the price paid to Falcon Canada for the Falcon Australia Interests, unless a FOGA minority holder is eligible to be classified as a sophisticated investor. FOGA minority holders determined to be sophisticated investors, will have an option to redeem their FOGA minority stock in cash or in fixed number of shares of Tamboran common stock based on TBN’s closing share price of $33.61 per share, on May 29, 2026. The fair value of FOGA minority stock held by sophisticated investors was classified as “Redeemable noncontrolling interest” in the Group’s consolidated balance sheet as of June 30, 2026. The remaining portion of the fair value of FOGA minority stock which is expected to be settled in cash was classified as “Other current liabilities” in the Group’s consolidated balance sheet as of June 30, 2026.
Management determined that substantially all of the fair value of the gross assets acquired were concentrated in the unproved natural gas properties and have therefore accounted for the Transaction as an asset acquisition and allocated the purchase price based on the relative fair value of the assets acquired and liabilities assumed.
The following table summarizes the consideration transferred, the net assets acquired and liabilities assumed pursuant to the Transaction (in thousands):
Falcon Acquisition
Cash consideration$6,228 
Fair value of equity consideration (1)
226,819 
Total purchase price233,047 
Administrative funding to Falcon Ireland728 
Transaction costs capitalized15,606 
Consideration transferred249,381 
Assets acquired:
Cash and cash equivalents39 
Trade and other receivables2,571 
Prepaid expenses and other current assets224 
Unproved properties (2)
287,049 
Prepaid expenses and other non-current assets484 
Total assets acquired290,367 
Liabilities assumed:
Accounts payable and accrued expenses(8,035)
Intercompany payable(17,435)
Other current liabilities (3)
(3,008)
Asset retirement obligations(10,578)
Total liabilities assumed(39,056)
Net assets acquired251,311 
Redeemable noncontrolling interest (4)
$(1,930)
(1) The equity consideration includes fair value of Tamboran's common stock of $224.5 million (Refer Note 10) and grant date fair value $2.3 million related to Tranche 1 of the stock options granted to certain directors, officers and consultants of Falcon Canada (Refer Note 11). The fair value of common stock was determined based on the issuance of 6,537,503 shares at the closing price of $34.34 per share on NYSE at May 28, 2026.

(2) For the purpose of purchase price allocation, fair value of unproved properties is based on the acreage multiple and resource multiple approaches which utilized enterprise value of the comparable listed companies operating in Australia and comparable transactions involving targets operating in Australia.

(3) The FOGA minority stock mandatorily redeemable in cash is recorded at fair value in “Other current liabilities” valued using both observable (Level 2) and unobservable (Level 3) inputs based on the redemption value and the enterprise value of Falcon Australia.
(4) The fair value of FOGA minority stock with an option to redeem in cash or in fixed number of shares of Tamboran common stock is recorded as “Redeemable noncontrolling interest” valued using both observable (Level 2) and unobservable (Level 3) inputs based on the enterprise value of Falcon Australia.