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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 10-Q

_________________________

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-42149

_________________________

Tamboran Resources Corporation

(Exact name of registrant as specified in its charter)

_________________________


Delaware			93-4111196
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

Suite 01, Level 39, Tower One, International Towers Sydney, 100 Barangaroo Avenue, New South Wales, Australia			2000
(Address of Principal Executive Offices)			(Zip Code)

(+61) 2 8330 6626

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	TBN	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the

Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required

to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Table of Contents

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be

submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such

shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a

smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated

filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition

period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the

Exchange Act.

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

The number of shares of common stock, par value $0.001, of Tamboran Resources Corporation outstanding as of

November 1, 2025 was 20,493,869.

Table of Contents


Part I - Financial Information	4
Item 1. Financial Statements	4
Condensed Consolidated Balance Sheets	5
Condensed Consolidated Statements of Operations and Comprehensive Loss	6
Condensed Consolidated Statements of Stockholders’ Equity	7
Condensed Consolidated Statements of Cash Flows	8
Notes to the Condensed Consolidated Financial Statements	9
Cautionary Note Regarding Forward-looking statements	28
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3. Quantitative and Qualitative Disclosures About Market Risk	35
Item 4. Controls and Procedures	35
Part II - Other Information	37
Item 1. Legal Proceedings	37
Item 1A. Risk Factors	37
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 5. Other Information	40
Item 6. Exhibits	41
Signatures	42

Table of Contents

Part I - Financial Information

Item 1. Financial Statements.

The Condensed Consolidated Financial Statements of Tamboran Resources Corporation (“Tamboran” or the

“Company,” and together with its consolidated subsidiaries, the “Group”) presented herein are unaudited but, in the

opinion of management, reflect all adjustments necessary to present fairly such information for the periods and at the dates

indicated. All adjustments are of a normal recurring nature. Because the following unaudited Condensed Consolidated

Financial Statements have been prepared in accordance with Article 10 of Regulation S-X, they do not contain all

information and footnotes normally contained in annual consolidated financial statements; accordingly, they should be read

in conjunction with the Consolidated Financial Statements and notes thereto appearing in the Company’s Annual Report on

Form 10-K for the year ended June 30, 2025. References to “dollars,” “$,” “U.S. dollars” and “US$” refer to United States

dollars; and references to “Australian dollars” and “A$” refer to Australian dollars.

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TAMBORAN RESOURCES CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share amounts)


		(Unaudited)
	Note	September 30, 2025	June 30, 2025
ASSETS
Current assets
Cash and cash equivalents		$39,557	$39,439
Restricted cash		—	5,722
Trade and other receivables:
Joint interest billings		1,763	8,191
ATO receivable		1,687	1,219
Other receivables		757	222
Prepaid expenses and other current assets		2,696	1,903
Total current assets		46,460	56,696
Natural gas properties, successful efforts method:
Unproved properties	3	378,802	342,314
Assets under construction - natural gas equipment	3	34,868	24,441
Property, plant and equipment, net	3	348	308
Operating lease right-of-use assets	4	4,199	1,549
Finance lease right-of-use assets	4	14,144	16,544
Prepaid expenses and other non-current assets		5,344	4,610
Total non-current assets		437,705	389,766
TOTAL ASSETS		$484,164	$446,462

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	5	$31,121	$20,457
Advance against joint interest billings	2	1,943	450
Current portion of operating lease obligations	4	2,472	391
Current portion of finance lease obligations	4	14,782	15,307
Total current liabilities		50,318	36,605
Operating lease obligations	4	1,795	1,175
Finance lease obligations	4	6,561	9,523
Asset retirement obligations	7	10,053	9,649
Other non-current liabilities		68	57
Total non-current liabilities		18,477	20,404
Total liabilities		68,796	57,009
Commitments and contingencies (Note 12)
Stockholders’ equity
Common stock, $0.001 par value, 10,000,000,000 authorized; 17,820,758 and 16,717,289 issued and outstanding at September 30, 2025 and June 30, 2025, respectively.		18	17
Additional paid-in capital		478,155	464,407
Accumulated other comprehensive loss		(7,560)	(9,421)
Accumulated deficit		(175,464)	(167,281)
Total Tamboran Resources Corporation stockholders’ equity		295,150	287,721
Noncontrolling interest		120,218	101,730
Total stockholders’ equity		415,368	389,451
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$484,164	$446,462

The accompanying notes are an integral part of these condensed financial statements. Certain amounts in the

Company's notes to consolidated financial statements may not add up or recalculate due to rounding.

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TAMBORAN RESOURCES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED) (In thousands, except share and per share amounts)


		Three months ended September 30,
	Note	2025	2024
Revenue and other operating income		$—	$—
Operating costs and expenses
Compensation and benefits, including stock-based compensation		(1,994)	(2,219)
Consultancy, legal and professional fees		(1,822)	(1,680)
Depreciation and amortization		(2)	(31)
Loss on remeasurement of assets classified as held for sale	3	—	(376)
Accretion of asset retirement obligations	7	(289)	(258)
Exploration expense		(682)	(1,010)
Camp expense recoveries, net		(1,629)	—
LNG feasibility study expense		(191)	—
General and administrative		(1,598)	(1,405)
Total operating costs and expenses		(8,205)	(6,978)

Loss from operations		(8,205)	(6,978)
Other income (expense)
Interest income (expense), net		(305)	796
Foreign exchange gain (loss), net		(551)	(254)
Other income (expense), net		—	(320)
Total other income (expense)		(856)	222

Net loss		(9,061)	(6,756)
Less: Net loss attributable to noncontrolling interest		(879)	(861)
Net loss attributable to Tamboran Resources Corporation stockholders		$(8,182)	$(5,895)

Comprehensive income (loss)
Net loss		(9,061)	(6,756)
Other comprehensive income (loss)
Foreign currency translation		1,738	12,148
Total comprehensive income (loss)		(7,323)	5,392
Less: Total comprehensive income (loss) attributable to noncontrolling interest		(1,003)	566
Total comprehensive income (loss) attributable to Tamboran Resources Corporation stockholders		$(6,320)	$4,826

Net loss per common stock
Basic and diluted	11	$(0.467)	$(0.417)
Weighted average number of common stock outstanding
Basic and diluted	11	17,525,363	14,124,788

The accompanying notes are an integral part of these condensed consolidated financial statements. Certain

amounts may not add up or recalculate due to rounding.

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TAMBORAN RESOURCES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(In thousands)


	Common stock	Additional paid-in capital	Accumulated other comprehensive loss	Accumulated deficit	Total Tamboran Resources stockholders’ equity	Noncontrolling interest	Total stockholders’ equity
Balance at July 1, 2024	$14	$404,594	$(11,513)	$(130,380)	$262,715	$44,971	$307,686
Issuance of common stock under greenshoe option, net of issuance cost	—	6,931	—	—	6,931	—	6,931
Contributions from noncontrolling interest holders	—	—	—	—	—	5,903	5,903
Stock-based compensation	—	1,129	—	—	1,129	—	1,129
Foreign exchange translation	—	—	10,721	—	10,721	1,427	12,148
Net loss	—	—	—	(5,895)	(5,895)	(861)	(6,756)
Balance at September 30, 2024	$14	$412,654	$(792)	$(136,274)	$275,601	$51,439	$327,040
Balance at July 1, 2025	17	464,407	(9,421)	(167,281)	287,721	101,730	389,451
Issuance of common stock, net of issuance cost	1	13,127	—	—	13,128	—	13,128
Contributions from noncontrolling interest holders	—	—	—	—	—	19,490	19,490
Stock-based compensation	—	621	—	—	621	—	621
Foreign exchange translation	—	—	1,861	—	1,861	(124)	1,738
Net loss	—	—	—	(8,182)	(8,182)	(879)	(9,061)
Balance at September 30, 2025	$18	$478,155	$(7,560)	$(175,464)	$295,150	$120,218	$415,368

The accompanying notes are an integral part of these condensed consolidated financial statements. Certain

amounts may not add up or recalculate due to rounding.

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TAMBORAN RESOURCES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands)


	Three months ended September 30,
	2025	2024
Cash flows from operating activities:
Net loss	$(9,061)	$(6,756)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	2	31
Stock-based compensation	215	1,129
Foreign exchange (gain) loss, net	551	254
Performance bonds Facility Fee	609	—
Loss on remeasurement of assets classified as held for sale	—	376
Accretion of asset retirement obligations	289	258
Changes in operating assets and liabilities:
Trade and other receivables	(4,528)	880
Prepaid expenses and other assets	(716)	(184)
Accounts payable and accrued expenses	(1,171)	(150)
Other non-current liabilities	11	8
Net cash used in operating activities	(13,799)	(4,154)
Cash flows from investing activities:
Payments for property, plant and equipment	(40)	—
Payments for exploration and evaluation	(19,860)	(12,227)
Payments for assets under construction	(7,586)	(2,669)
Payment of interest on finance lease liabilities	(948)	—
Advance received for sale of assets held for sale	—	400
Net cash used in investing activities	(28,434)	(14,496)
Cash flows from financing activities:
Proceeds from issue of common stock	10,966	—
Proceeds from issue of shares under greenshoe option	—	7,410
Contributions received from noncontrolling interest holders	28,994	11,454
Advance contributions received from noncontrolling interest holders	1,943	—
Common stock issue transaction costs	(619)	(2,120)
Payment of performance bond facility establishment fee	(271)	—
Repayment of lease liabilities	(3,076)	—
Net cash from financing activities	37,937	16,744
Net (decrease) increase in cash and cash equivalents and restricted cash	(4,297)	(1,905)
Cash and cash equivalents and restricted cash at the beginning of period	45,161	74,746
Effects of exchange rate changes on cash and cash equivalents	(1,308)	1,201
Cash and cash equivalents and restricted cash at the end of period	$39,556	$74,042
Supplemental cash flow information:
Non-cash investing and financing activities:
Accrued capital expenditure	$9,872	$2,684
Asset retirement obligations	$(60)	$(326)
Stock-based compensation	$(621)	$(1,129)
Contribution receivable from noncontrolling interest holders	$(1,313)	$3,306
Operating lease right-of-use assets and lease liabilities	$(2,650)	$(57)
Interest accrued on finance lease liabilities	$(212)	$(796)
Finance lease right-of-use assets and lease liabilities	$(3,207)	$—
Non-cash finance lease costs capitalized to unproved properties	$2,533	$3,329
Non-cash equity issuance transactions	$3,176	$—

The accompanying notes are an integral part of these condensed consolidated financial statements. Certain

amounts may not add up or recalculate due to rounding.

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TAMBORAN RESOURCES CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 – Business and Basis of Preparation

General

Tamboran is an early-stage growth-oriented natural gas company with a vision of supporting the net zero CO2 energy

transition in Australia and Asia-Pacific through developing low CO2 unconventional gas resources in the Northern

Territory (“NT”) of Australia. The Group is in the exploration and appraisal stage with a current focus on exploiting its

primary assets, which are rights to working interests (“Tenements”) in exploration acreage in the Beetaloo sub-basin

(“Beetaloo” or “Beetaloo Basin”), NT Australia. To date, the Group has not determined whether the Tenements contain any

natural gas reserves that are economically recoverable. Further, the Group had no revenues from its gas operations as of

September 30, 2025.

Going Concern and Management’s Liquidity Plan

The accompanying condensed consolidated financial statements have been prepared on the basis that the Group will

continue as a going concern which contemplates the realization of assets and the satisfaction of liabilities in the ordinary

and usual course of business.

As of September 30, 2025, the Group had:

•not generated revenues since inception, and will not generate earnings in the next 12 months sufficient to

satisfy all liabilities in the ordinary and usual course of business;

•a working capital deficit of $3.9 million arising from an increase in trade payables and accruals as a result of

increased drilling activity in the quarter, and the first draw down from the SPCF Debt Facility for recoupment

of eligible past costs did not occur until October 2025;

•an accumulated deficit of $175.5 million since inception; and

•significant expenditures planned for natural gas properties in the next 12 months.

While these factors raise substantial doubt regarding the Group’s ability to continue as a going concern for the 12

months following the date these condensed consolidated financial statements were available for issuance, there have been

milestones recently satisfied by the Company that indicate progress towards eliminating this substantial doubt in future

periods. These include reaching Final Investment Decision (“FID”) for the Shenandoah South Pilot Project and the

completion of a public offering in October 2025, of which, net proceeds to the Company were $53.0 million.

The continuation of the Group as a going concern is dependent upon the ability of the Group to obtain necessary

additional capital to fund ongoing exploration, appraisal and development projects and/or obtain gas producing properties

to attain future profitable operations. No assurance can be given that the Group will be successful in these efforts in the

future, however Management is actively pursuing several plans to mitigate this uncertainty, including:

•Assessment of farm-in partners;

•Continuation of SPCF construction during the wet season in the NT;

•Additional funding through a number of avenues, including the Share Purchase Plan (as defined below) and

the PIPE (as defined below); and

•Research & Development tax incentives from Australian government bodies.

As a result, these condensed consolidated financial statements do not include any adjustments related to the

recoverability and classification of recorded assets and liabilities that might be necessary should the Group be unable to

continue as a going concern.

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Basis of Presentation of Condensed Consolidated Financial Statements

The accompanying condensed consolidated financial statements have been prepared in conformity with the

accounting principles generally accepted in the United States of America (“U.S. GAAP”) and rules and regulations of the

Securities and Exchange Commission (“SEC”) applicable to interim financial statements. Pursuant to such rules and

regulations, certain disclosures and information required by U.S. GAAP for complete consolidated financial statements

have been condensed or omitted. The accompanying condensed consolidated financial statements and notes therein should

be read in conjunction with the financial statements and notes included in our consolidated financial statements for the year

ended June 30, 2025 (“Group’s Annual Financial Statements”).

These condensed consolidated financial statements reflect all adjustments, in the opinion of management, which

include normal and recurring adjustments necessary to fairly state the Group’s consolidated financial position, results of

operations, and cash flows for the periods presented herein. The interim results are not necessarily indicative of results for

any other future annual or interim period. The June 30, 2025 condensed consolidated balance sheet was derived from the

audited Group’s Annual Financial Statements but does not include all disclosures required by U.S. GAAP for annual

financial statements.

In the current year, the Group changed the presentation of unaudited condensed consolidated financial statements

to thousands and, as a result, any necessary rounding adjustments have been made to prior year disclosed amounts. Certain

amounts in the Company's consolidated financial statements may not add up or recalculate due to rounding.

Significant Judgments and Accounting Estimates

The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires

management to make certain estimates and assumptions that affect the amounts of assets and liabilities, revenue and

expenses and related disclosures of contingent assets and liabilities reported in the condensed consolidated financial

statements and the accompanying notes. There have been no significant changes to the Group’s accounting estimates from

those disclosed in the Group’s Annual Financial Statements.

Significant Accounting Policies

The Group’s significant accounting policies are described in the notes included in the Group’s Annual Financial

Statements. There have been no significant changes in accounting policies during the three months ended September 30,

2025.

Foreign Currency Translation

These condensed consolidated financial statements are presented in US dollars (“$” or “dollars”) and the functional

currency of the Group is the Australian Dollar (“A$”). Adjustments resulting from the translation of functional currency

financial statements to reporting currency are accumulated and reported as a part of “Accumulated Other Comprehensive

Loss”, a separate component of stockholders’ equity.

Foreign Currency Transactions

Foreign currency transactions are translated into the Company’s functional currency using the exchange rates

prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such

transactions and from the translation at financial year-end exchange rates of monetary assets and liabilities denominated in

foreign currencies are recognized in the condensed consolidated statements of operations and comprehensive loss.

Leases

As a Lessee

The Group accounts for leases under ASC 842, Leases (“ASC 842”). The Group determines if an arrangement is a

lease at inception of the arrangement and if such lease will be classified as an operating lease or a finance lease. The

Group’s leases represent its right to use an underlying asset for the lease term. Right-of-use (“ROU”) assets and liabilities

are recognized at the lease commencement date based on the present value of lease payments over the lease term. As the

Group’s leases do not provide an implicit rate, the Group used a proxy for its incremental borrowing rate, which is the rate

incurred to borrow on a collateralized basis over a similar term, an amount equal to the lease payments in a similar

economic environment.

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The Group has elected to account for lease and non-lease components in its contracts as a single lease component for

all asset classes except for office premises.

Operating leases are included in “Operating lease right-of-use assets” within the Group’s condensed consolidated

balance sheet. The Group’s related obligation to make lease payments are included in “Current portion of operating lease

obligations” and “Operating lease obligations” within the Group’s condensed consolidated balance sheet. Operating lease

expense for lease payments is recognized on a straight-line basis over the lease term.

Finance leases are included in “Finance lease right-of-use assets” within the Group’s condensed consolidated balance

sheet. The Group’s related obligation to make lease payments are included in “Current portion of finance lease obligations”

and “Finance lease obligations” within the Group’s condensed consolidated balance sheet. Finance lease expense includes

amortization of the ROU assets and interest on lease liabilities. The Group capitalizes the finance lease expense as a part of

unproved properties when the leased asset is directly involved in the drilling of wells (i.e. the finance lease expense is a

direct cost of drilling wells).

Leases with a lease term of 12 months or less are not recorded on the condensed consolidated balance sheet and are

recognized as lease expense on a straight-line basis over the lease term. When it is reasonably certain the Group will

exercise an option to extend the short-term lease beyond 12 months, the cost will be capitalized.

As a Lessor

Sublease income is recognized on a straight-line basis over the term of the sublease agreement and is recorded within

“Other income (expense), net” in the condensed consolidated statements of operations and comprehensive loss.

Natural Gas Properties

The Group’s operations are in the exploration and appraisal stage and have not yet realized any revenues from

operations. The Group holds a number of exploration permits that are grouped into areas of interest according to

geographical and geological attributes. Expenditure incurred in each area of interest is accounted for using the successful

efforts method, as defined within ASC 932, Extractive Activities – Oil and Gas.

Under this method, all general exploration and evaluation costs such as geological and geophysical costs are

expensed as incurred. The direct costs of acquiring the rights to explore, drilling exploratory wells, and evaluating the

results of drilling are capitalized as exploration and evaluation assets (as a part of unproved properties) pending the

determination of the results of the well. If a well does not result in hydrocarbons being present, the previously capitalized

costs are immediately expensed.

Deferred Debt Issuance Costs

The Group presents unamortized deferred debt issuance costs related to the establishment of a Performance Bond

Facility Agreement (the “Facility Agreement”) as a component of “Prepaid expenses and other non-current assets” on its

consolidated balance sheets because the outstanding balance under this Facility Agreement may fluctuate as the Group

borrows and repays the relevant amounts. The Group amortizes the deferred debt issuance costs over the remaining term of

the Facility on a straight-line basis which is reported within “interest income, net” in the condensed consolidated statements

of operations and comprehensive loss.

Recently Issued Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), a

final standard on improvements to income tax disclosures. The standard requires disaggregated information about a

reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to

benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation

decisions and apply to all entities subject to income taxes. The new standard is effective for annual periods beginning after

December 15, 2024. The Group adopted ASU 2023-09 prospectively during the three months ended September 30, 2025.

The adoption did not have a material impact on the Group’s interim condensed consolidated financial statements but is

expected to result in expanded annual income tax disclosures beginning with the Group’s Form 10-K for the fiscal year

ending June 30, 2026.

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Note 2 – Variable Interest Entities

TB1

Tamboran (B1) Pty Ltd (“TB1”) is a 50/50 joint venture between the Company, through its wholly owned subsidiary

Tamboran (West) Pty Ltd (“TR West”), and Daly Waters Energy, LP (“DWE”) governed by the terms of an amended and

restated joint venture and shareholders agreement dated June 3, 2024 (the “TB1 Joint Venture Agreement”). In determining

the primary beneficiary of TB1, the Company considered those activities which most significantly impact the economic

performance of TB1, including, for example, which entity serves as the manager, determination of the strategy and

direction of TB1, and the power to create a budget.

The Group is the sole manager of TB1, responsible for managing the day-to-day operations of TB1. The Group, as

manager, also prepares the work plans and budget of TB1. As such, the Group has the power to direct those activities

which most significantly impact TB1’s economic performance and therefore is the primary beneficiary of TB1. As a result,

the results of TB1 have been included in the accompanying condensed consolidated financial statements. TB1 has no assets

that are collateral for or restricted solely to settle its obligations. The creditors of TB1 do not have recourse to the Group’s

general credit.

The Group also assessed which party to the TB1 Joint Venture Agreement has the obligation to absorb losses or the

right to receive the benefits of the VIE that could potentially be significant to the VIE. The future profits and losses of TB1

are shared by the Group and DWE in proportion to their respective equity interest in TB1, however, to date the Group has

contributed a greater proportion of the capital and has no ability to recoup any of the excess funding the Group has made to

TB1 from DWE and therefore has a greater exposure to absorb losses.

In 2022, Tamboran Resources Pty Ltd (formerly known as Tamboran Resources Limited) (“TR Ltd.”), a wholly

owned subsidiary of the Company, made a loan to TR West for purposes of funding TR West’s acquisition of its interest in

TB1. On November 9, 2022, TB1 completed the acquisition of a 77.5% share of Beetaloo Basin assets, EP 76, EP 98, and

EP 117. The Company and DWE each beneficially own a 38.75% interest in the permits for the total undivided interest of

77.5%. Falcon Oil and Gas Australia limited (“Falcon”) holds the remaining undivided interest of 22.5% in the assets

(collectively known as the “Beetaloo Joint Venture”).

On March 4, 2024, Falcon, the owner of the remaining 22.5% interest in the Beetaloo Joint Venture assets, capped its

participation to 5% in the Beetaloo Joint Venture’s second Shenandoah South well pad (“SS2”). On March 21, 2024,

Tamboran B2 Pty Ltd (“TB1 Operator”) (a wholly owned subsidiary of TB1 in which the Company has a 50% interest)

agreed to acquire Falcon’s interest, increasing TB1 Operator’s working interest to at least 95% in the wells drilled from the

SS2 well pad.

Pursuant to the TB1 Joint Venture Agreement, the parties are required to implement an approach to dividing the

permits whereby Tamboran and DWE pursue a division of TB1 Operator’s interest in the permits such that the title and

ownership of the permits will be split evenly between Tamboran and DWE in the specific area in terms of equity interest

and number of operated blocks (“Checkerboard Strategy”). The TB1 Joint Venture Agreement provided that if the

Checkerboard Strategy is not implemented by December 31, 2024, due to either:

•the failure to obtain the requisite ministerial approval to effectuate the Checkerboard Strategy; or

•a New Area Joint Venture is not approved by the parties to the Joint Operating Agreement (“JOA”) with respect to

joint operations of the subject areas, then, by February 15, 2025,

then, the Company must either:

◦pay DWE a cash amount of $7.5 million; or

◦issue CHESS Depository Interests (“CDIs”) to DWE with a value of $15 million, based on the volume

weighted average price of CDIs traded on the Australian Stock Exchange (“ASX”) at the time during the

30 days on which sales in CDIs were recorded prior to December 31, 2024.

At the time of the IPO, DWE agreed to waive the $7.5 million payment obligation in respect of the Checkerboard

Strategy in exchange for Tamboran’s issue to DWE, or its nominee, of 312,500 shares of common stock (calculated based

on the obligation of $7.5 million divided by the common stock price at the IPO of $24.00 per share), subject to

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shareholders' approval (Refer Note 7), which was granted in November 2024. The obligation to implement the

Checkerboard Strategy does not cease with this issuance of shares.

On May 12, 2025, TR West, as seller, and the Company, as seller guarantor, and DWE entered into an Asset Sale

Agreement – Beetaloo Acreage Position (the “Asset Sale Agreement”) with Elliot Energy I Pty Ltd (“Elliot Energy”).

Pursuant to the Asset Sale Agreement, DWE will acquire a non-operating and non-controlling interest within two areas of

Tamboran's post-checkerboard acreage position for a consideration of $15 million. The transaction is subject to regulatory

approvals and other conditions precedent. As of September 30, 2025, this transaction has not completed.

On May 12, 2025, the Company, TR West, TR Ltd., DWE and TB1 (collectively, the “parties”) entered into a

second amended and restated joint venture and shareholders agreement (the “TB1 A&R JVSA”). The following

summarizes the material changes in the Amended and Restated JVSA from the amended and restated joint venture and

shareholders agreement filed as Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the year ended June 30,

2024:

•The Company and DWE have signed a binding agreement to finalize the checkerboard of the joint acreage

position across EPs 76, 98 and 117.

•The Checkerboarding Strategy is divided into three tranches:

◦In Tranche 1, Tamboran and Daly Waters must apply for retention licenses for both the North and South

First Strategic Development Areas (“FSDAs”) by mid-December 2025 (as extended). The North FSDA

will remain with TB1, while the current plan for the South FSDA will be split equally (38.75% each)

between Tamboran and DWE, with DWE (or its nominee) acting as Operator. Both retention licenses

must be granted and transferred by December 31, 2025. If either deadline is missed, subject to the terms

and conditions in the TB1 A&R JVSA, DWE has the right to take over as Manager and/or acquire

Tamboran’s entire interest in the South FSDA for A$1.00. In a letter dated October 13, 2025, DWE

extended the deadline for submitting the North and South FSDA RL from October 14, 2025 to December

14, 2025, as reflected above.

◦In Tranche 2, the parties must apply for retention licenses over the Dev A++ and Dev B areas by March

31, 2026, with the grants and transfers to be completed by September 30, 2026. After the retention

licenses are granted, Tamboran will remain the operator of Dev A++, and DWE will become the operator

of Dev B. If these deadlines are not met, DWE has the same rights as in Tranche 1: to replace the

Manager and/or acquire Tamboran’s interest.

◦Tranche 3 covers the remaining “Checkerboard” permit areas. Tamboran and DWE will take turns

selecting paired blocks and applying for Retention or Production Licenses until all acreage is allocated.

Tamboran must select the Checker 10 area as its first choice.

•In the event that retention license conditions referred to above are not met and DWE elects to exercise its right to

take over as Manager, the Group will lose the power to direct those activities which most significantly impact

TB1’s economic performance and therefore, will no longer be the primary beneficiary of TB1. Should this occur,

the conditions required to continue consolidating TB1 would no longer be satisfied. The Group would be required

to de-consolidate TB1 and recognize its remaining interest in TB1 as an equity accounted investment.

•In conjunction with the checkerboard, the Company and DWE entered into the Asset Sale Agreement whereby

DWE will acquire a non-operating and non-controlling interest in 100,000 acres within two areas for a

consideration of $15.0 million, or $150 per acre. The transaction is subject to regulatory approvals and other

conditions precedent.

•On completion, the Company will have retained approximately 1.9 million net prospective, development-ready

acres across the Beetaloo Basin.

•The Company has reserved 406,693 gross acres as the Phase 2 Development Area, located immediately north of

the proposed Pilot Area, where the Company plans to focus development on supplying gas into Australia’s East

Coast domestic gas market.

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•On completion of the sale to DWE, the Company is expected to hold 236,370 net acres (58.12% operated interest)

over the Phase 2 Development Area, with DWE (19.38%) and Falcon Oil & Gas (Australia) Limited (Falcon)

(22.5%) holding the remaining interest.

•The Company has engaged RBC Capital Markets, LLC to commence a formal farm-down of the Phase 2

Development Area. As of September 30, 2025, the formal process has commenced and DWE will have

participation rights to any transaction on the same terms.

•Ownership of the Pilot Area, the focus for initial gas production in the Northern Territory, remains unchanged (the

Company 47.5% operator, DWE 47.5% and Falcon 5%).

•The Company will hold 77.5% operating interest in the ex-EP 76, 98 and 117 acreage, with Falcon holding the

remaining 22.5% interest.

The following table summarizes the carrying amounts of TB1’s assets and liabilities included in the Group’s

condensed consolidated balance sheet as of September 30, 2025 and June 30, 2025 (in thousands):


	September 30, 2025	June 30, 2025
ASSETS
Current assets
Cash and cash equivalents	$13,109	$3,729
Trade and other receivables:
Joint interest billing	1,763	8,191
Intercompany receivable	—	1,934
ATO receivable	1,118	722
Other receivable	179	113
Prepaid expenses and other current assets	205	—
Total current assets	16,374	14,690
Natural gas properties, successful efforts method:
Unproved properties	321,815	285,631
Operating lease right-of-use-assets	2,739	—
Finance lease right-of-use assets	14,144	16,544
Prepaid expenses and other non-current assets	2,081	2,026
Total non-current assets	340,779	304,201
TOTAL ASSETS	$357,153	$318,891

LIABILITIES
Current liabilities
Accounts payable and accrued expenses	$21,163	$12,507
Current portion of operating lease obligations	2,063	—
Current portion of finance lease obligations	14,782	15,307
Total current liabilities	38,008	27,814
Operating lease obligations	722	—
Finance lease obligations	6,561	9,523
Asset retirement obligations	5,370	5,127
Loan from Group	180,361	163,016
Total non-current liabilities	193,014	177,666
TOTAL LIABILITIES	$231,022	$205,480

Tamboran SPCF Pty Ltd

In October 2024, the Company, through its wholly owned subsidiary Tamboran SPCF Pty Ltd (“TR SPCF”), entered

into a Unit Holders and Shareholders Deed with Daly Waters Infrastructure, LP (“DWI”) for the establishment of a trust

(“SPCF Sub Trust”) to be owned 50%/50% by the Group and DWI to own the Sturt Plateau Compression Facility

(“SPCF”). In determining the primary beneficiary of the SPCF Sub Trust, the Company considered those activities that

most significantly impact the economic performance of the SPCF, including, for example, which entity serves as the

manager, determination of the strategy and direction of the SPCF, and the power to create a budget.

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The Group was appointed as manager of the SPCF Sub Trust responsible for managing the day-to-day operations of

the SPCF. The Group, as manager, also prepares the work plans and budget of the SPCF Sub Trust. As such, the Group has

the power to direct those activities that most significantly impact the SPCF’s economic performance and therefore is the

primary beneficiary of the SPCF Sub Trust. As a result, the results of SPCF Sub Trust have been included in the

accompanying condensed consolidated financial statements. SPCF Sub Trust has no assets that are collateral for or

restricted solely to settle its obligations. The creditors of SPCF Sub Trust do not have recourse to the Group’s general

credit.

The Group also assessed which party to the SPCF Sub Trust has the obligation to absorb losses or the right to receive

the benefits of the VIE that could potentially be significant to the VIE. The future profits and losses of SPCF Sub Trust are

shared by the Group and DWI in proportion to their respective equity interest in SPCF Sub Trust, and both parties have no

ability to recoup any funding the Group has made to SPCF.

The following table summarizes the carrying amounts of SPCF Sub Trust’s assets and liabilities included in the

Group’s condensed consolidated balance sheet as of September 30, 2025:


	September 30, 2025	June 30, 2025
ASSETS
Current assets
Cash and cash equivalents	$5,940	$1,935
Trade and other receivables:
ATO receivable	262	123
Loan to Tamboran	—	1,124
Total current assets	6,202	3,182
Natural gas properties, successful efforts method:
Assets under construction - natural gas equipment	34,868	24,441
Prepaid expenses and other non-current assets	716	—
Total non-current assets	35,584	24,441
TOTAL ASSETS	$41,786	$27,623

LIABILITIES
Current liabilities
Accounts payable and accrued expenses	$6,860	$4,364
Advance against joint interest billings	1,943	450
Intercompany Payable	2,207	1,338
Total current liabilities	11,010	6,152
Asset retirement obligations	98	95
Total non-current liabilities	98	95
TOTAL LIABILITIES	$11,108	$6,247

Note 3 – Property, Plant and Equipment & Natural Gas Properties

Natural Gas Properties

The Group held unproved natural gas properties as of September 30, 2025 and June 30, 2025 amounting to $378.8

million and $342.3 million, respectively. These amounts reflect the Group’s exploration and evaluation projects, which are

pending the determination of proven and probable reserves and were not being depleted for the three months ended

September 30, 2025, and 2024. These assets will be reclassified to proven gas properties upon commencement of

production and then subsequently depleted.

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During the three months ended September 30, 2025 and September 30, 2024, the Group recognized no impairment

related to unproved natural gas properties.


	Natural gas properties
(in thousands)	EP 161	EP 136	EP 76, 98 and 117	Total
Balance at July 1, 2025	$25,091	$45,483	$271,740	$342,314
Capital expenditure	274	33	31,264	31,571
Restoration assets	—	—	60	60
Interest on finance lease liability and related depreciation of ROU assets capitalized	—	—	2,988	2,988
Disposal	—	(444)	—	(444)
Effect of changes in foreign exchange rates	137	379	1,797	2,313
Balance at September 30, 2025	$25,502	$45,451	$307,849	$378,802

On September 30, 2025, the Beetaloo Joint Venture made a FID for the Shenandoah South Pilot Project in EP 98 and

EP 117.

Property, Plant and Equipment

The Group held property, plant and equipment, including leasehold improvements, as of September 30, 2025 and

June 30, 2025, amounting to $0.3 million and $0.3 million, respectively.

Assets Under Construction

In April 2024, the Group began to execute agreements for long lead items required for the SPCF in the Beetaloo

Basin. These items included essential plant components comprising of two compressors and a dehydration unit that would

convert future raw gas to sales gas quality, subject to the terms of definitive development agreements. As of September 30,

2025, the essential plant components were completed and have been delivered to site and construction of the facility has

commenced. The Group held total assets under construction related to the SPCF as of September 30, 2025 and June 30,

2025 of $34.9 million and $24.4 million, respectively.

The 40 TJ/d (39 MMcf/d) SPCF is expected to be connected to the Amadeus Gas Pipeline (“AGP”) via the

construction of the 35-kilometer Sturt Plateau Pipeline (“SPP”) subject to achieving project milestones.

Falcon Acquisition

On September 30, 2025, it was announced that, subject to the completion of the transaction, the Group would enter

into an Arrangement Agreement in exchange for 6,537,503 shares of the Company's common stock and $22.7 million in

cash, with Falcon Oil & Gas Australia Limited (“Falcon Australia”) to acquire (the “Falcon Acquisition”):

•98.1% ownership interest in Falcon Australia;

•100% ownership interest in TXM Oil and Gas Exploration Kft, Falcon Oil & Gas Ireland Limited, Falcon Oil & Gas

Ireland Limited, Falcon Oil & Gas Holdings Ireland Limited and Falcon Exploration and Production South Africa

(Pty) Ltd.

Upon completion of the Falcon Acquisition, the Group will also enter into consulting agreements with certain

directors and officers of Falcon, pursuant to which the Group will issue to those directors and officers an aggregate of up to

369,084 share options with an exercise price of $21.94 per share.

The closing of the Falcon Acquisition is subject to approval by the Company’s shareholders and the satisfaction of

other customary closing conditions.

Note 4 – Leases

As a Lessee

The Group’s operating lease activities consist of leases for office premises and modular buildings at the SPCF site.

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Commencing on August 14, 2025, the Group entered into a new lease arrangement with Northern Transportables for

the hire of modular buildings and related equipment (“Stage 1 and 2 Hire Goods”). The term of the lease arrangement is

seventeen months, with an option to further renew the lease (as needed).

Commencing May 24, 2025, the Group entered into a new lease arrangement with Mackwell 33 Queen Pty Ltd for

their office premises in Brisbane, Australia. The term of the lease is five years.

Commencing July 1, 2024, the Group entered into a new lease agreement with Drecom Pty Ltd ATF English Family

Trust for their office premises in Darwin, Australia. The term of the lease is three years, with an option to further renew the

lease for two years.

On October 1, 2023, the Group entered into a new lease agreement with Lendlease IMT (OITST ST) Pty Ltd for their

office premises in Barangaroo, Australia. The term of the lease is four years, with no option to renew.

On September 9, 2022, Sweetpea Petroleum Pty Ltd (“Sweetpea”), a wholly owned subsidiary of Tamboran, entered

into a drilling contract with Helmerich & Payne International Holdings LLC (“H&P”) for H&P to assist the Group in

carrying out its onshore drilling operations in Australia. The drilling contract grants Tamboran the right to use the drilling

rig from H&P over the non-cancellable contract term of 25 months starting from July 1, 2023. Under the terms of the

agreement, the Group has the right to place the drilling rig on a temporary suspension rate between wells for a period up to

270 days (the “Gap Period”). For each day of the original Gap Period consumed, and subsequent suspension periods

negotiated, additional days are added to the fixed minimum term. As of September 30, 2025, the end date of the drilling

contract for the current rig is mid-April 2027. The drilling contract is recognized as a finance lease under ASC 842 (“H&P

Rig Lease”).

The present value of the minimum future obligations was calculated based on an interest rate of 12.76% p.a., which

was recognized in finance lease liabilities in the condensed consolidated balance sheet.

The following table presents the classification and location of the Group’s leases on the condensed consolidated

balance sheets (in thousands):


	September 30, 2025	June 30, 2025
Right-of-use assets:
Operating lease right-of-use assets	$4,199	$1,549
Finance lease right-of-use assets	14,144	16,544
	18,343	18,093

Lease liabilities:
Current portion of operating lease obligations	2,472	391
Non-current portion of operating lease obligations	1,795	1,175
Current portion of finance lease obligations	14,782	15,307
Non-current portion of finance lease obligations	6,561	9,523
	$25,610	$26,396

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For the three months ended September 30, 2025, and 2024, the components of the lease costs were as follows (in

thousands):


	Three months ended September 30,
	2025	2024
Operating leases:
Operating lease cost charged to profit and loss	$138	$157

Finance leases:
Interest on lease liabilities	668	796
Depreciation on right-of-use assets	2,321	2,533
Total finance lease cost	2,988	3,329
Less: Lease cost capitalized to unproved properties	(2,988)	(3,329)
Finance lease cost charged to profit and loss	$—	$—

The following table presents the cash flow information related to lease payments for the three months ended

September 30, 2025, and 2024 (in thousands):


	Three months ended September 30,
	2025	2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$138	$157
Financing cash flows for finance leases	3,076	—
	$3,215	$157

The following table presents supplemental information for the Group’s non-cancellable leases for the three months

ended September 30, 2025, and 2024:


	Three months ended September 30,
	2025	2024
Operating leases:
Weighted-average remaining lease term	2.16	3.57
Weighted-average incremental borrowing rate	13.57%	13.50%
Finance leases:
Weighted-average remaining lease term	1.58	1.83
Weighted-average incremental borrowing rate	12.76%	13.45%

As of September 30, 2025, the Group’s undiscounted minimum cash payment obligations for its lease liabilities are

as follows (in thousands):


As of September 30, 2025	Operating leases	Finance leases
Fiscal year ending June 30, 2026 (excluding three months period from July 1, 2025 to September 30, 2025)	$2,204	$11,954
Fiscal year ending June 30, 2027	1,844	11,297
Fiscal year ending June 30, 2028	341	—
Thereafter	477	—
Total lease payments	4,866	23,251
Less: Imputed interest	(599)	(1,908)
Present value of lease liabilities1	$4,267	$21,343

1 Includes both current and long-term portion of the lease liabilities.

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Note 5 – Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses included in current liabilities consist of the following (in thousands):


	September 30, 2025	June 30, 2025
Accounts payable	$4,493	$5,708
Accrued payroll	533	5
Compensated absences	759	873
Defined contribution superannuation payable	—	1
Accrued capital expenditure	24,794	12,315
Accrued expenses	542	1,556
Total accounts payable and accrued expenses	$31,121	$20,457

Note 6 - Debt

On September 29, 2025, the Group through its subsidiaries, SPCF Financing Pty Ltd, as Borrower (“SPCF

Financing”), Sturt Plateau Compression Facility Sub Pty Ltd, in its personal capacity and in its capacity as trustee for the

Sturt Plateau Compression Facility Sub Trust, and Sturt Plateau Compression Facility Mid Pty Ltd, in its personal capacity

and in its capacity trustee for the Sturt Plateau Compression Facility Mid Trust (together with SPCF Financing, the

“Obligors”), have entered into a syndicated facility agreement (the “Syndicated Facility Agreement”) with, among others,

Macquarie Bank Limited and Evolution Trustees Limited as trustee for the Alpha Wave Credit (Australia) Trust as original

lenders (the “Lenders”).

Pursuant to the terms and conditions of the Syndicated Facility Agreement, the Lenders agreed to extend term loans

to the Group in an aggregate principal amount of up to A$179.8 million (the “Syndicated Facility”), comprised of (i)

Tranche 1A in an amount equal to A$75.0 million (“Tranche 1A”), (ii) Tranche B in an amount equal to A$14.9 million

(“Tranche 1B”) and (iii) Tranche 2 in an amount equal to A$89.9 million (“Tranche 2”). The Syndicated Facility remained

available for funding as of September 30, 2025, which was available at the Group's election. The Syndicated Facility

Agreement is secured by the following guarantees:

•a guarantee given by the Northern Territory Government, up to A$75.0 million, in respect of Tranche 1A and Tranche

1B (the “Tranche 1 Guarantee”). The Tranche 1 Guarantee will be released upon certain conditions being met relating

to the completion of the SPCF and production of commercial volumes of gas (such date, the “Tranche 1 Guarantee

Release Date”);

•a guarantee given by the Company and its wholly-owned subsidiaries, Tamboran (West) Pty Limited and Tamboran

Resources Pty Ltd in respect of Tranche 1A and Tranche 1B (the “Deed of Guarantee”); and

•a guarantee given by Formentera Australia Fund 1, LP and certain of its affiliates, related parties of the Group in respect

of Tranche 2.

pursuant to which each relevant entity agrees, among other things, to unconditionally guarantee, in full, the repayment

obligations of the Obligors in respect of Tranche 1A, Tranche 1B and/or Tranche 2 (as applicable).

In consideration for providing the Tranche 1 Guarantee, SPCF Financing agrees to pay the Northern Territory

Government a guarantee fee of 4% per annum on the lesser of (a) the Guarantee Limit, and (b) the daily balance of the

principal outstanding under Tranche 1A and Tranche 1B (the “Guarantee Fee”). The Guarantee Fee is only payable on the

termination of the gas sales agreement, payment by the Northern Territory Government under the Tranche 1 Guarantee or

the purchase by the Northern Territory Government from the Lenders of all amounts outstanding under Tranche 1A and

Tranche 1B.

Any outstanding principal on the Syndicated Facility will accrue interest at a rate equal Australian Bank Bill Swap

Rate and a margin. Prior to the Tranche 1 Guarantee Release Date, the margin for Tranche 1 is 8%, and the margin for

Tranche 2 is 12%. Following the Tranche 1 Guarantee Release Date, the margin for all the Tranches is 8%. Interest

payments are payable quarterly following the funding of a Syndicated Facility Tranches. The Syndicated Facility will

terminate four years after financial close under the Syndicated Facility Agreement and all the principal payments on the

outstanding balance of Syndicated Facility Tranches will be paid at that date.

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The Syndicated Facility may be prepaid early in accordance with the terms of the Syndicated Facility Agreement,

subject to an agreed prepayment premium. If prepayment occurs within the first 12 months after the date of the first

utilization, the prepayment premium is 3% of the amount being prepaid. If prepayment occurs within 12 – 18 months after

first utilization, the prepayment premium is 2% of the amount being prepaid. If prepayment occurs within 18 – 24 months

after first utilization, the prepayment premium is 1% of the amount being prepaid. After 24 months after first utilization, no

prepayment premium applies.

The Syndicated Facility Agreement also contains customary events of default, including among other things, our

failure to make any principal or interest payments when due, non-compliance, change of Obligor ownership, events which

have a material adverse effect and the occurrence of certain bankruptcy or insolvency events. Upon the occurrence of an

event of default, the Lenders may, among other things, accelerate our obligations under the Loan Agreement. As of

September 30, 2025 no borrowings had been drawn under the Syndicated Facility Agreement.

Note 7 – Asset Retirement Obligations

The Group recognizes the liability for an asset retirement obligation at the estimated fair value in the period in which

the obligation originates. Fair value is estimated using the present value technique (level 2) based on a number of

observable inputs including estimates and assumptions such as future retirement costs, future inflation rates and the

Group’s credit-adjusted risk-free interest rate.

The Group capitalized the present value of the estimated asset retirement obligations as a part of the carrying amount

of the related natural gas properties. The liability has been accreted to its present value for three months ended

September 30, 2025.

The reconciliation of changes in asset retirement obligations for the three months ended September 30, 2025, is as

follows (in thousands):


	Three months ended, September 2025
Beginning asset retirement obligations	$9,649
Liabilities incurred	60
Accretion expense	289
Effect of changes in foreign exchange rates	55
Long-term asset retirement obligations	$10,053

Note 8 – Stockholders’ Equity

Movement in Common Stock


(in thousands, except share numbers and per share amount	Date	Tamboran common stock	Fair Market Value at time of Issuance	Details	Net proceeds
Balance at July 1, 2025		16,717,289			$450,437
Issuance of common stock pursuant to Subscription Agreement	July 2025	940,729	$17.74	$10,966
Issuance of common stock as prepayment of Facility Fee	July 2025	112,740	$19.41	$2,188
Issuance of common stock as termination payment	September 2025	50,000	$19.75	$988
Less: Transaction costs		—		$(1,014)	13,128
Balance at September 30, 2025		17,820,758			$463,565

July 2025 Issuance of common stock pursuant to Subscription Agreement

On July 23, 2025, the Company issued 940,729 shares of common stock pursuant to subscription agreements entered

into on May 12, 2025, for $17.74 per share. Total proceeds from this issuance was $16.7 million out of which $5.7 million

was received in May 2025. The Company incurred $1.4 million in transaction expenses related to this issuance, out of

which $0.4 million was incurred and recognized during the fiscal year ended June 30, 2025.

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July 2025 Issuance of common stock as prepayment of facility fee

On July 23, 2025, the Company issued 112,740 shares of Common Stock at a price of $19.41 per share to Macquarie

Bank Limited as prepayment of facility fees that will become due over the term of the Facility under the Performance Bond

Facility Agreement between Tamboran (West) Pty Limited, as borrower, Tamboran Resources Pty Ltd, as guarantor, and

Macquarie Bank Limited, as lender, dated December 19, 2024 (Refer Note 12).

September July 2025 Issuance of common stock as termination payment

On July 28, 2025, the employment of Joel Riddle, the former Chief Executive Officer and board member of the

Company, was terminated and consequently Mr. Riddle resigned from the board. The Company issued 50,000 shares of

common stock at a price of $19.75 per share to Mr. Riddle as a part of his termination payment package.

Note 9 – Stock-Based Compensation

Milestone Options

During the three months ended September 30, 2025, the Group did not grant any new milestone options to its

employees and 12,900,000 milestone options were forfeited.

As a result of the forfeitures during the period, there was a reversal of $1.0 million of previously recorded expense

during the three months ended September 30, 2025. The Company accelerated the recognition of the remaining expense for

milestone options during the fiscal year ended June 30, 2025 and the Group recognized $0.1 million as stock-based

compensation expense related to milestone options for the three months ended September 30, 2024.

Employee Restricted Stock Units

On August 6, 2024, the Group adopted the 2024 Incentive Award Plan (the “2024 Plan”). As of September 30, 2025,

the maximum number of shares of common stock that may be issued under the 2024 Plan was 1,600,000 shares.

The 2024 Plan, allows, among other things, for the grant of Restricted Stock Units (“RSUs”). On August 6, 2024, the

Group issued RSUs to certain eligible service providers, employees and executive officers (the “participants”) to provide

them an opportunity to participate in the growth and profits of the Group and to attract, motivate, and retain their services

to promote the long-term success of the Group.

On August 6, 2024, the Company granted 47,400 Restricted Stock Units (“Retention Awards”) to its employees in

Australia and U.S. The Retention Awards granted to Australian employees entitle them to CDIs representing 39,250 shares

of common stock (each CDI represents 1/200th of a share of common stock). Similarly, the Retention Awards granted to

U.S. employees entitle them to 8,150 shares of common stock. The vesting conditions state that all Retention Awards will

vest in full on December 31, 2025, provided the employees remain in service as of the vesting date. The fair value at grant

date of the Retention Awards was $21.73 per common stock and $0.109 per CDI.

On August 6, 2024, the Company also granted 795,000 Restricted Stock Units (“IPO Awards”) to its employees in

Australia and U.S. The IPO Awards granted to Australian employees entitle them to CDIs representing 620,000 shares of

common stock. Similarly, the IPO Awards granted to U.S. employees entitle them to 175,000 shares of common stock. The

IPO Awards will vest in following three tranches:

•Tranche 1 – 397,500 IPO Awards granted to Australian and U.S. employees will vest in full on July 3, 2027,

provided the employee remains in service as of the vesting date. The fair value at grant date of Tranche 1 was

$21.73 per common stock and $0.109 per CDI.

•Tranche 2 – 98,750 IPO Awards granted to Australian and U.S. employees will vest subject to the completion

of the Group’s Phase 1 Development Plan to establish first production of the Shenandoah South Pilot Project

and establish first production of 40 TJ/d measured by completion of the milestones (“Vesting Trigger

Conditions”). Full vesting of Tranche 2 may occur at any time between July 3, 2027, and July 3, 2029, should

the Vesting Trigger Conditions be satisfied, or unless otherwise determined by the Board of the Company. The

fair value at grant date of Tranche 2 was $21.73 per common stock and $0.109 per CDI.

•Tranche 3 – 298,750 IPO Awards granted to Australian and U.S. employees will vest subject to the Company’s

Total Shareholder Return (“TSR”) reaching or exceeding the 75th percentile of the Benchmark Index TSR

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between July 3, 2027, and July 3, 2029. TSR will be measured against the S&P SmallCap 600 Energy (or any

other market index determined by the Board in their sole discretion) (“Benchmark Index”) over the same

performance measurement period. The fair value at grant date of Tranche 3 was $19.64 per common stock and

$0.098 per CDI.

The grant date fair value of the Tranche 3 RSUs were determined through the use of the Monte Carlo simulation

method. This method requires the use of subjective assumptions such as the price and the expected volatility of the

Company’s common stock and its self-determined peer group companies’ stock, risk free rate of return, and cross-

correlations between the Company and its peer group companies. Expected volatilities for the Company and each peer

company utilized in the model are estimated using a historical period consistent with the awards’ remaining performance

period as of the grant date. The risk-free interest rate is based on the yield on U.S. Treasury Constant Maturity for a term

consistent with the remaining performance period. The valuation model assumes dividends, if any, are immediately

reinvested.

The following table summarizes the assumptions used to calculate the grant date fair value of the Tranche 3 RSUs

granted on August 6, 2024:


Expected term for performance period (in years)	4.9
Expected volatility	74.6%
Risk-free interest rate	3.7%

The Retention Awards and IPO Awards entitle the participants to receive the equivalent value (in cash or shares of

common stock/CDIs) of dividends paid on shares of common stock and CDIs, respectively.

The RSUs are not transferable. There are no participation rights or entitlements inherent in the RSUs, and the

participants will not be entitled to participate in new issues of capital offered to stockholders or holders of CDIs.

If the Company makes a bonus issue of common stock, CDIs, or other securities to existing stockholders or holders

of CDIs (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment), the number of

shares of common stock or CDIs that must be issued on the exercise of a Retention Award or IPO Award, respectively, will

be increased by the number of shares of common stock or CDIs that the participant would have received if the participant

had exercised the RSUs before the record date for the bonus issue.

The following table presents the stock-based compensation costs recognized related to our RSUs for the three months

ended September 30, 2025 (in thousands, expect remaining contractual term):


	Three months ended September 30, 2025
	Stock-Based Compensation Cost Incurred	Remaining costs to recognize, if all vesting conditions are met	Weighted average remaining contractual term (in years)
IPO Awards (Tranche 1)	$560	$3,798	1.76
IPO Awards (Tranche 2)	185	1,244	1.76
IPO Awards (Tranche 3)	339	2,308	1.76
Retention Awards - Granted FY25	199	178	0.25
Retention Awards - Granted FY26	42	456	2.76
Less: Forfeitures	(1,354)	—
Total Cost Incurred	$(28)	$7,984

Total Stock Compensation Costs Capitalized	$579
Total Stock Compensation Costs Expensed	(607)
Total Cost Incurred	$(28)

On July 3, 2025, the Company granted 25,000 common stock equivalent RSUs (“Retention Awards - Granted

FY26”) to employees in Australia. The Retention Awards granted to Australian employees entitle them to CDIs. The

vesting conditions state that all Retention Awards will vest in full on July 3, 2028, provided the employee remain in service

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as of the vesting date. The fair value at grant date of the Retention Awards was $19.94 per common stock and $0.100 per

CDI.

2025 Director Restricted Stock Units

On January 1, 2025, the Company granted 27,281 Director RSUs for which each awarded RSU represented an

unfunded, unsecured right to receive a share of the Company’s common stock. These awards have a cliff-vesting period of

one year. The fair value on grant date of the RSUs was $20.99 per unit.

Additionally on May 16, 2025, in conjunction with the TB1 A&R JVSA, the Company granted 35,014 Director

RSUs under the 2024 plan for which each awarded RSU represented an unfunded, unsecured right to receive a share of the

Company’s common stock. The awards vesting date is the earlier of the one year anniversary of the grant date and the date

of the next annual shareholders' meeting occurring after the grant date, subject to continued service. The Company has used

a vesting date approximating the next shareholders meeting, which is to take place in December 2025. The fair value on the

grant date of these RSUs was $19.99 per unit.

All Director RSUs remained outstanding as of September 30, 2025. The Company recognized $0.4 million in stock-

based compensation expense related to these Director awards for the three months ended September 30, 2025.

Note 10 – Income Taxes

The effective tax rates for the three months ended September 30, 2025, and 2024 were nil. The Group’s effective tax

rate differed from the applicable statutory income tax rate due to operating losses incurred for the three months ended

September 30, 2025, and 2024. The Group has accumulated losses for tax purposes as of September 30, 2025, in the

amount of $466.3 million, which may be carried forward and offset against taxable income in the future for an indefinite

period, subject to meeting Australian tax rules around continuity of ownership or business continuity test.

On July 4, 2025, the U.S. government enacted The One Big Beautiful Bill Act (“OBBBA”) which includes, among

other provisions, changes to the U.S. corporate income tax system such as allowing of immediate expensing of qualifying

domestic research and development expenses and permanent extensions of certain provisions within the Tax Cuts and Jobs

Act. Certain provisions of the OBBBA are effective for the Group beginning in fiscal year 2026. The OBBBA did not have

any impact on the Group's interim financial statements for the three months ended September 30, 2025 and is not expected

to have an impact on Groups annual financial statements for the year ending on June 30, 2026. For additional information

regarding the Group's income tax matters, refer to the section entitled “Income Taxes” of our Annual Report on Form 10-K

for the fiscal year ended June 30, 2025.

As of September 30, 2025, and June 30, 2025, the Group did not have any uncertain tax positions.

Note 11 – Loss Per Share

Basic net loss per share applicable to common stockholders is computed by dividing earnings applicable to common

stockholders by the weighted average number of common shares outstanding. Diluted loss per share assumes the

conversion of any convertible securities using the treasury stock method.

The computations for basic and diluted loss per share are as follows (in thousands, except shares and per share

amounts):


	Three months ended September 30,
	2025	2024
Numerator:
Net loss after income tax attributable to Tamboran Resources Corporation stockholders	$(8,182)	$(5,895)
Denominator:
Weighted average number of common stock outstanding, basic and diluted	17,525,363	14,124,788
Net loss per share, basic and diluted	$(0.467)	$(0.417)

The Company’s potentially dilutive shares, which include outstanding milestone options and RSUs, have not been

included in the computation of diluted net loss per share for the three months ended September 30, 2025, and 2024 as the

result would be anti-dilutive.

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Note 12 – Commitments and Contingencies

From time to time, the Group may be subject to various claims, title matters and legal proceedings arising in the

ordinary course of business, including environmental contamination claims, personal injury and property damage claims,

claims related to joint interest billings and other matters under natural gas operating agreements and other contractual

disputes. The Group maintains general liability and other insurance to cover some of these potential liabilities. All known

liabilities are fully accrued based on the Group’s best estimate of the potential settlement amount. While the outcome and

impact on the Group cannot be predicted with certainty, the Group believes that its ultimate liability with respect to any

such matters will not have a significant impact or material adverse effect on its financial positions, results of operations or

cash flows. Results of operations and cash flows, however, could be significantly impacted in the reporting periods in

which such matters are resolved.

Capital Commitments


(in thousands)	September 30, 2025	June 30, 2025
Committed at the reporting date but not recognized as liabilities, payable:
Sweetpea	$23,074	$23,115
EP 161	2,314	2,302
Beetaloo Joint Venture	75,779	75,630
Midstream	$11,960	$9,056

Sweetpea

Sweetpea’s committed spend as of September 30, 2025, was $23.1 million, which was related to two licenses, EP

136 with total commitments of $13.9 million and EP 143 with total commitments of $9.2 million.

A renewal application for EP 136 was submitted to the Department of Mining and Energy (“DME”) (formerly the

Department of Industry, Tourism and Trade) in September 2023, and approved in July 2024, granting a five-year extension

for the period July 24, 2025 to July 23, 2030 with a minimum work program commitment of $13.9 million.

A variation application for EP 143 was submitted to DME in August 2024 and approved in October 2024. The total

minimum work program commitments remain the same at $9.2 million with activity and associated spend being transferred

within the license term.

EP 161

For the EP 161 working interest, we are obligated to contribute our share of expenses to uphold our stake in this

permit, for which Santos Limited is the operator. Our commitment through March 2026 is expected to be $2.3 million

based on the minimum work requirements. There are no minimum commitment requirements after March 2026.

Beetaloo Joint Venture

An application was submitted to DME in September 2024 to vary the year 2 and 3 work program and was approved

in November 2024. The terms of the Beetaloo Joint Venture continue to necessitate specific minimum work obligations

through May 2028. These commitments include an expected spend of $75.8 million related to drilling and multi-stage

hydraulic fracturing of four wells, 3D seismic survey, and subsurface studies, with expenditure across EP 76 of $10.6

million, EP 98 of $53.6 million and EP 117 of $11.5 million.

Midstream

Committed spend for the SPCF project as of September 30, 2025, was $12.0 million which was related to the

remaining procurement, and construction management for the detailed design, engineering, planning, construction, testing,

inspection and commissioning of the facility.

Environmental

The Group’s operations are subject to risks normally associated with drilling, completion and production of oil and

gas, including blowouts, fires, and environmental risks such as oil spills or gas leaks that could expose the Group to

liabilities associated with these risks.

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In the Group’s acquisition of existing or previously drilled well bores, the Group may not be aware of prior

environmental safeguards, if any, that were taken at the time such wells were drilled or during such time the wells were

operated. The Group maintains comprehensive insurance coverage that it believes is adequate to mitigate the risk of any

adverse financial effects associated with these risks.

However, should it be determined that a liability exists with respect to any environmental cleanup or restoration, the

liability to cure such a violation could still fall upon the Group. No claim has been made, nor is the Group aware of any

liability which the Group may have, as it relates to any environmental cleanup, restoration, or the violation of any rules or

regulations relating thereto except for the matter discussed above.

Legal Proceedings

The Group is a party to legal proceedings encountered in the ordinary course of its business. While the ultimate

outcome and impact to the Group cannot be predicted with certainty, in the opinion of management, it is remote that these

legal proceedings will have a material adverse impact on the Group’s condensed consolidated financial condition, results of

operations or cash flows.

Other Commitments and Contingencies

As part of its ongoing business and operations, the Group is required to provide bank letters of credit and bank

guarantees for various purposes, including environmental remediation, reclamation, construction costs and other general

corporate purposes.

On December 19, 2024, TR Ltd., as guarantor, entered into the Facility Agreement with TR West, as borrower, each

a wholly-owned subsidiary of the Company, as obligors, and Macquarie Bank Limited (“Macquarie”), as lender. The

Facility Agreement provides TR West with A$25.0 million in availability (“Facility A”) for letters of credit and bank

guarantees (“performance bonds”), and includes two potential additional performance bond facilities, each in the amount of

A$5.0 million (“Facility B” and “Facility C,” respectively, and collectively, the “Facilities”). Availability under the Facility

B and Facility C is subject, among other conditions, to the Company raising additional capital in the amounts of at least

A$62.5 million and A$75.0 million, respectively, which occurred in July 2025 following completion of that equity raise.

Accordingly, the full A$35.0 million is currently available. All Facilities terminate on December 19, 2027. The obligations

under the Facility Agreement are unconditionally guaranteed on a senior secured basis by TR Ltd.

The Facilities are subject to customary representations, warranties and ongoing affirmative and negative covenants

and agreements. The Group is required to maintain Minimum Liquidity of A$20.0 million and have a current ratio of at

least 1:1. The Facility Agreement provides for events of default that include, among others, nonpayment of any amount due

under the Facility Agreement, breach of covenants and certain events of bankruptcy or insolvency. If an event of default

occurs, Macquarie will be able to, among other things, terminate the commitments immediately, declare any amounts

outstanding to be due and payable in whole or in part, and exercise other rights and remedies. The Group was in

compliance with all terms of the Facility Agreement as of September 30, 2025.

In relation to Facility A, the Group incurred an establishment fee of A$0.5 million. The outstanding letters of credit

and bank guarantees under the Facilities are subject to a drawdown fee of 10% per annum, payable quarterly in arrears. The

Group is also required to pay a commitment fee of 4% per annum, payable quarterly in arrears, on the average monthly

unused amount of the Facilities. If the borrower fails to pay any amount payable under the Facility Agreement by the due

date, interest accrues on the overdue amount at a rate of 12% per annum, payable quarterly in arrears.

As of September 30, 2025, there was A$23.3 million of letters of credits issued under the Facility Agreement. As of

September 30, 2025 there was A$1.7 million of unused credit under Facility A and A$10.0 million of unused credit under

Facility B and Facility C.

Costs incurred in connection with securing the Facility Agreement, including fees paid to legal advisors and third

parties, are deferred and amortized to interest expense over the term of the Facility Agreement. As of September 30, 2025,

total unamortized debt issuance costs were A$0.6 million. During the three months ended September 30, 2025, the Group

recorded A$0.1 million, as amortization of deferred debt issuance costs as a part of interest expense.

In December 2024, Tamboran B1 Operator signed a Development Agreement (“DA”) with APA Group (“APA”) that

defines the conditions under which APA will design and construct the SPP. Under the DA, Tamboran B1 Operator is

required to put in place bank guarantees that cover approximately two-thirds of APA’s projected construction cost. As of

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September 30, 2025, Tamboran had drawn down A$18.6 million in bank guarantees related to the SPP. Pursuant to the Gas

Transportation Agreement (“GTA”) signed with APA, the bank guarantees will be reduced or released by APA once

certain performance conditions are met related to well flow test performance and first gas has been delivered to the NT

Government under the Gas Sales Agreement (“GSA”). APA may call on the bank guarantees if certain defaults under the

DA or GTA remain unremedied, which in turn triggers a requirement by Tamboran B1 Operator to deposit cash amounts

sufficient to cover the bank guarantees under the Facility Agreement with Macquarie.

Note 13 – Related Party Transactions

The Group transacts with two shareholders identified as related parties, H&P and Mr. Bryan Sheffield (“Mr.

Sheffield”). The transactions during the three months ended September 30, 2025 are as follows.

H&P

During the year ended June 30, 2023, the Group entered into a strategic alliance with H&P and secured a $15.0

million equity investment from H&P (and as a consequence, John Bell, a member of the H&P Executive Leadership Team

(the “H&P appointee”) was appointed as a director of the Group). The strategic alliance resulted in H&P supporting the

Group’s development plans in the Beetaloo Basin through their equity investment in the Company while at the same time

executing on H&P’s strategy to gain more international exposure through the use of drilling rigs in Australia.

On July 1, 2023, the lease commenced with H&P for the use of the FlexRig® for a 25-month period (Refer Note 4).

During the three months ended September 30, 2025, the Group incurred cost of $3.0 million relating to a combination of

drilling, labor and rig move costs, $1.2 million of which remained invoiced and unpaid as of September 30, 2025. During

the three months ended September 30, 2025 John Bell resigned from his position as a director of the Group.

Mr. Sheffield

During the three months ended September 30, 2025, the Group transacted with DWE and DWI, which are wholly

owned by Formentera Australia Fund, LP, which is managed by Formentera Partners, LP, a private equity firm of which

Mr. Sheffield serves as managing partner. Mr. Sheffield has been a shareholder in the Company since November 2021.

The Group and DWE jointly own a 50/50 joint venture referred to as TB1 and the Group and DWI jointly own a

50/50 joint venture referred to as SPCF Sub Trust (Refer Note 2).

During the three months ended September 30, 2025, DWE's share of expenditure for the Beetaloo Joint Venture for

which contributions were due was $14.8 million. As of September 30, 2025, the Group had a joint interest billing

receivable owing from DWE in the amount of $1.4 million.

During the three months ended September 30, 2025, DWI's share of expenditure for SPCF for which contributions

were due was $8.5 million. As of September 30, 2025, the Group had advances against joint interest billings owing to DWI

in the amount of $1.9 million.

Note 14 – Subsequent Events

Public Offering

On October 24, 2025, Tamboran closed a public offering under which it issued and sold 2,673,111 shares of common

stock at a price to the public of $21.00 per share (the “Public Offering”) resulting in gross proceeds of $56.1 million and

net proceeds to us of $53.0 million, after deducting the underwriting discount. RBC Capital Markets, LLC and Wells Fargo

Securities, LLC acted as representatives of the several underwriters of the Public Offering.

The net proceeds of the Public Offering will be used to fund the Group's development plan, working capital, and

other general corporate purposes.

Share Purchase Plan

On October 30, 2025, the Company opened a Share Purchase Plan (the “Share Purchase Plan”) for eligible

securityholders to apply and purchase new CDI's in the Company up to A$30,000 per securityholder. The SSP is expected

to close on November 20, 2025. The Group is targeting a raise up to A$46.0 million, with some capacity for

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oversubscriptions. The net proceeds of the Share Purchase Plan will be used to fund the Group's development plan,

working capital, and other general corporate purposes.

Subscription Agreements

On October 24, 2025, Tamboran entered into subscription agreements (the “Subscription Agreements”) with certain

investors, including Bryan Sheffield, our largest shareholder, Scott Sheffield, our director, and certain of our employees,

officers and other directors (the “PIPE Investors”), pursuant to which the Company expects to sell to the PIPE Investors up

to $32.0 million worth of shares of common stock, at a price of $21.00 per share, on the terms and subject to the conditions

set forth therein (the “PIPE”). The closing of the PIPE is subject to approval by the Company’s shareholders and the

satisfaction of other customary closing conditions.

Interim CEO Compensation

In connection with Mr. Stoneburner’s appointment as Interim Chief Executive Officer, on October 15, 2025, the

Company entered into a letter agreement, effective as of July 27, 2025, with Mr. Stoneburner (the “Letter Agreement”).

The Letter Agreement provides for a six-month term (or if earlier, the date the Company hires a replacement Chief

Executive Officer). Mr. Stoneburner shall continue to serve as Chairman of the Board during the term of his service as

Interim Chief Executive Officer.

DWE Commercial Agreements

On October 23, 2025, TR (West) entered into an updated commercial arrangement with DWE regarding the Phase 2

Development Area and related working interests. The following summarizes the material terms of this arrangement:

•The Phase 2 Development Area was increased from 406,693 gross acres to approximately 500,000 gross acres.

•Current Working Interests will be adjusted to TR (West) – 44.897%, DWE – 32.603%, and Falcon – 22.50%.

•Subject to execution of definitive agreements and completion of Tamboran’s proposed acquisition of Falcon, the

revised working interests will be TR (West) (Operator) – 77.5%, and DWE – 22.5%

Tamboran Resources Corp 10-Q