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 ~~March~~September 3130, 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 ~~May 1,~~

November 1, 2025 was 1420,~~536~~493,~~774~~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	98
Notes to the Condensed Consolidated Financial Statements	109
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	3835
Item 4. Controls and Procedures	3835
Part II - Other Information	4037
Item 1. Legal Proceedings	4037
Item 1A. Risk Factors	4037
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	4039
Item 5. Other Information	40
Item 6. Exhibits	4341
Signatures	4442

Table of Contents

Part I - Financial Information

Item 1. Financial Statements.

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

~~presented herein are unaudited but~~“Company,” inand ~~the~~together ~~opinion~~with ofits ~~management~~consolidated subsidiaries, ~~reflect~~the ~~all~~“Group”) ~~adjustments~~presented ~~necessary~~herein toare ~~present~~unaudited ~~fairly~~but, ~~such~~in the

~~information~~opinion ~~for~~of ~~the~~management, ~~periods~~reflect ~~and~~all atadjustments ~~the~~necessary ~~dates~~to ~~indicated.~~present ~~All~~fairly ~~adjustments~~such ~~are~~information offor athe ~~normal~~periods ~~recurring~~and ~~nature.~~at ~~Because~~ the dates

~~following~~indicated. ~~unaudited~~All ~~Condensed~~adjustments ~~Consolidated~~are ~~Financial~~of ~~Statements~~a ~~have~~normal ~~been~~recurring ~~prepared~~nature. inBecause ~~accordance~~the ~~with~~following ~~Article 10~~unaudited ofCondensed 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;~~information ~~accordingly,~~and ~~they~~footnotes ~~should~~normally becontained ~~read~~ in ~~conjunction~~annual ~~with~~consolidated ~~the~~financial ~~Consolidated~~statements; ~~Financial~~accordingly, ~~Statements~~they ~~and~~should ~~notes~~be ~~thereto~~read

~~appearing~~ in conjunction with the ~~Company’s~~Consolidated ~~Annual~~Financial ~~Report~~Statements onand ~~Form~~notes ~~10-K~~thereto ~~for~~appearing in the ~~year~~Company’s ~~ended~~Annual ~~June 30,~~Report ~~2024.~~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)

(In dollars)


		(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

		(Unaudited)
	Note	March 31,2025	June 30,2024
ASSETS
Current assets
Cash and cash equivalents		$25,635,594	$74,745,897
Trade and other receivables:
Joint interest billing		7,584,436	10,298,322
ATO receivable		1,748,822	700,115
Other tax receivables		39,172	11,514
Assets held for sale	3	—	8,366,000
Prepaid expenses and other current assets	7	2,939,173	3,209,033
Total current assets		37,947,197	97,330,881
Natural gas properties, successful efforts method:
Unproved properties	3	303,320,471	230,119,448
Assets under construction - natural gas equipment	3	17,567,615	7,542,064
Property, plant and equipment, net	3	236,000	102,244
Operating lease right-of-use assets	4	736,944	962,052
Finance lease right-of-use assets	4	18,864,368	20,697,452
Prepaid expenses and other non-current assets		2,850,359	1,889,890
Total non-current assets		343,575,757	261,313,150
TOTAL ASSETS		$381,522,954	$358,644,031
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	5	$20,372,870	$14,832,599
Current portion of operating lease obligations	4	243,058	397,999
Current portion of finance lease obligations	4	13,760,869	12,767,400
Total current liabilities		34,376,797	27,997,998
Operating lease obligations	4	511,432	587,250
Finance lease obligations	4	12,358,826	14,141,713
Asset retirement obligations	6	8,867,948	8,140,992
Other non-current liabilities		73,247	90,378
Total non-current liabilities		21,811,453	22,960,333
Total liabilities		56,188,250	50,958,331
Commitments and contingencies (Note 11)
Stockholders’ equity
Common stock, $0.001 par value, 10,000,000,000 authorized; 14,536,774 and 13,915,524 issued and outstanding at March 31, 2025 and June 30, 2024, respectively.		14,536	13,915
Additional paid-in capital		421,949,930	404,594,023
Accumulated other comprehensive loss		(25,019,856)	(11,512,975)
Accumulated deficit		(157,098,288)	(130,379,771)
Total Tamboran Resources Corporation stockholders’ equity		239,846,322	262,715,192
Noncontrolling interest		85,488,382	44,970,508
Total stockholders’ equity		325,334,704	307,685,700
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$381,522,954	$358,644,031

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

~~The~~Company's ~~accompanying~~ notes ~~are~~to anconsolidated ~~integral~~financial ~~part~~statements ofmay ~~these~~not ~~condensed~~add ~~consolidated~~up ~~financial~~or ~~statements.~~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)

(In dollars, except 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

		Three months ended March 31,		Nine months ended March 31,
	Note	2025	2024	2025	2024
Revenue and other operating income		$—	$—	$—	$—
Operating costs and expenses
Compensation and benefits, including stock-based compensation		(2,430,466)	(1,938,380)	(6,332,527)	(3,702,774)
Consultancy, legal and professional fees		(1,420,319)	(1,078,151)	(4,104,144)	(4,863,426)
Depreciation and amortization		(23,217)	(31,831)	(84,632)	(89,915)
Loss on remeasurement of assets classified as held for sale	3	—	—	(376,000)	(25,605)
Accretion of asset retirement obligations	6	(274,627)	(230,910)	(774,431)	(660,507)
Exploration expense		(1,200,772)	422,861	(3,683,584)	(2,964,140)
LNG feasibility study expense		(1,977,782)	—	(5,210,679)	—
Checkerboard fee		—	—	(5,950,000)	—
General and administrative		(1,473,607)	(703,525)	(4,277,711)	(2,301,511)
Total operating costs and expenses		(8,800,790)	(3,559,936)	(30,793,708)	(14,607,878)
Loss from operations		(8,800,790)	(3,559,936)	(30,793,708)	(14,607,878)
Other income (expense)
Interest income, net		51,132	254,599	1,552,603	503,130
Foreign exchange gain (loss), net		141,876	659,088	(1,340,008)	384,896
Other income (expense), net		435,136	(1,089)	152,796	(200,116)
Total other income (expense)		628,144	912,598	365,391	687,910
Net loss		(8,172,646)	(2,647,338)	(30,428,317)	(13,919,968)
Less: Net loss attributable to noncontrolling interest		(1,515,649)	635,217	(3,709,800)	(1,421,384)
Net loss attributable to Tamboran Resources Corporation stockholders		$(6,656,997)	$(3,282,555)	$(26,718,517)	$(12,498,584)
Comprehensive income (loss)
Net loss		$(8,172,646)	$(2,647,338)	$(30,428,317)	$(13,919,968)
Other comprehensive income (loss)
Foreign currency translation		1,477,473	(12,199,088)	(15,532,455)	(3,865,688)
Total comprehensive income (loss)		(6,695,173)	(14,846,426)	(45,960,772)	(17,785,656)
Less: Total comprehensive income (loss) attributable to noncontrolling interest		(943,087)	(1,300,096)	(5,735,374)	(1,955,987)
Total comprehensive income (loss) attributable to Tamboran Resources Corporation stockholders		$(5,752,086)	$(13,546,330)	$(40,225,398)	$(15,829,669)
Net loss per common stock
Basic and diluted	10	$(0.458)	$(0.321)	$(1.864)	$(1.367)
Weighted average number of common stock outstanding
Basic and diluted	10	14,536,774	10,223,449	14,336,033	9,145,388

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

~~The~~amounts ~~accompanying~~may ~~notes~~not ~~are~~add anup ~~integral~~or ~~part~~recalculate ofdue ~~these~~to ~~condensed consolidated financial statements~~rounding.

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TAMBORAN RESOURCES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(In ~~dollars~~thousands)

	Commonstock	Additionalpaid-in capital	Accumulatedothercomprehensiveloss	Accumulateddeficit	TotalTamboranResourcesstockholders’equity	Noncontrollinginterest	Totalstockholders’equity
Balance at July 1, 2023	$7,080	$259,298,821	$(11,310,125)	$(108,461,300)	$139,534,476	$21,046,470	$160,580,946
Balance at July 1, 2024	$14	$404,594	$(11,513)	$(130,380)	$262,715	$44,971	$307,686
Issuance of common stock, net of issuance cost	1,503	34,396,910	—	—	34,398,413	—	34,398,413
Issuance of common stock under greenshoe option, net of issuance cost	—	6,931	—	—	6,931	—	6,931
Contributions from noncontrolling interest holders	—	—	—	—	—	65,~~149,495~~903	65,~~149,495~~903
Stock-based compensation	—	~~268~~1,~~403~~129	—	—	~~268~~1,~~403~~129	—	~~268~~1,~~403~~129
Foreign exchange translation	—	—	(410,~~478,113)~~721	—	(410,~~478,113)~~721	~~(839~~1,~~485)~~427	(512,~~317,598)~~148
Net loss	—	—	—	(35,~~189,698~~895)	(35,~~189,698~~895)	(~~562,435~~861)	(36,~~752,133~~756)
Balance at September 30, 2023	$8,583	$293,964,134	$(15,788,238)	$(111,650,998)	$166,533,481	$25,794,045	$192,327,526
Balance at September 30, 2024	$14	$412,654	$(792)	$(136,274)	$275,601	$51,439	$327,040
Issuance of common stock, net of issuance cost	1,275	24,954,352	—	—	24,955,627	—	24,955,627
Balance at July 1, 2025	17	464,407	(9,421)	(167,281)	287,721	101,730	389,451
Contributions from noncontrolling interest holders	—	—	—	—	—	4,810,909	4,810,909
Issuance of common stock, net of issuance cost	1	13,127	—	—	13,128	—	13,128
Stock-based compensation	—	(798)	—	—	(798)	—	(798)
Contributions from noncontrolling interest holders	—	—	—	—	—	19,490	19,490
Foreign exchange translation	—	—	11,410,803	—	11,410,803	2,240,195	13,650,998
Stock-based compensation	—	621	—	—	621	—	621
Net loss	—	—	—	(6,026,331)	(6,026,331)	(1,494,166)	(7,520,497)
Foreign exchange translation	—	—	1,861	—	1,861	(124)	1,738
Balance at December 31, 2023	$9,858	$318,917,688	$(4,377,435)	$(117,677,329)	$196,872,782	$31,350,983	$228,223,765
Net loss	—	—	—	(8,182)	(8,182)	(879)	(9,061)
Issuance of common stock, net of issuance cost	443	11,030,266	—	—	11,030,709	—	11,030,709
Balance at September 30, 2025	$18	$478,155	$(7,560)	$(175,464)	$295,150	$120,218	$415,368
Contributions from noncontrolling interest holders	—	—	—	—	—	3,636,806	3,636,806
Stock-based compensation	—	162,056	—	—	162,056	—	162,056
Foreign exchange translation	—	—	(10,263,775)	—	(10,263,775)	(1,935,313)	(12,199,088)
Net loss	—	—	—	(3,282,555)	(3,282,555)	635,217	(2,647,338)
Balance at March 31, 2024	$10,301	$330,110,010	$(14,641,210)	$(120,959,884)	$194,519,217	$33,687,693	$228,206,910

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’~~CASH ~~EQUITY~~FLOWS (UNAUDITED) (In thousands)

(In dollars)


	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	$—

	Commonstock	Additionalpaid-in capital	Accumulatedothercomprehensiveloss	Accumulateddeficit	TotalTamboranResourcesstockholders’equity	Noncontrollinginterest	Totalstockholders’equity
Balance at July 1, 2024	$13,915	$404,594,023	$(11,512,975)	$(130,379,771)	$262,715,192	$44,970,508	$307,685,700
Issuance of common stock under greenshoe option, net of issuance cost	309	6,930,541	—	—	6,930,850	—	6,930,850
Contributions from noncontrolling interest holders	—	—	—	—	—	5,902,678	5,902,678
Stock-based compensation	—	1,129,450	—	—	1,129,450	—	1,129,450
Foreign exchange translation	—	—	10,720,961	—	10,720,961	1,427,216	12,148,177
Net loss	—	—	—	(5,894,574)	(5,894,574)	(860,993)	(6,755,567)
Balance at September 30, 2024	$14,224	$412,654,014	$(792,014)	$(136,274,345)	$275,601,879	$51,439,409	$327,041,288
Issuance of common stock as checkerboard fee	312	5,949,688	—	—	5,950,000	—	5,950,000
Contributions from noncontrolling interest holders	—	—	—	—	—	19,088,937	19,088,937
Stock-based compensation	—	1,627,174	—	—	1,627,174	—	1,627,174
Foreign exchange translation	—	—	(25,132,753)	—	(25,132,753)	(4,025,352)	(29,158,105)
Net loss	—	—	—	(14,166,946)	(14,166,946)	(1,333,158)	(15,500,104)
Balance at December 31, 2024	$14,536	$420,230,876	$(25,924,767)	$(150,441,291)	$243,879,354	$65,169,836	$309,049,190
Contributions from noncontrolling interest holders	—	—	—	—	—	21,261,633	21,261,633
Stock-based compensation	—	1,719,054	—	—	1,719,054	—	1,719,054
Foreign exchange translation	—	—	904,911	—	904,911	572,562	1,477,473
Net loss	—	—	—	(6,656,997)	(6,656,997)	(1,515,649)	(8,172,646)
Balance at March 31, 2025	$14,536	$421,949,930	$(25,019,856)	$(157,098,288)	$239,846,322	$85,488,382	$325,334,704

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

~~The~~amounts ~~accompanying~~may ~~notes~~not ~~are~~add anup ~~integral~~or ~~part~~recalculate ofdue ~~these~~to ~~condensed consolidated financial statements~~rounding.

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TAMBORAN RESOURCES CORPORATION

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

	Nine months ended March 31,
	2025	2024
Cash flows from operating activities:
Net loss	$(30,428,317)	$(13,919,968)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	84,632	89,915
Stock-based compensation	3,027,935	429,661
Foreign exchange (gain) loss, net	1,340,008	(384,896)
Loss on remeasurement of assets classified as held for sale	376,000	25,605
Accretion of asset retirement obligations	774,431	660,507
Checkerboard fee	5,950,000	—
Interest expense	317,374	—
Changes in operating assets and liabilities:
Trade and other receivables	(565,956)	173,469
Prepaid expenses and other assets	(164,433)	(417,780)
Accounts payable and accrued expenses	(3,899,507)	2,679,186
Other non-current liabilities	(17,131)	170,019
Net cash used in operating activities	(23,204,964)	(10,494,282)
Cash flows from investing activities:
Payments for property, plant and equipment	(230,704)	—
Payments for exploration and evaluation	(74,077,878)	(44,228,715)
Payments for assets under construction	(11,510,818)	—
Proceeds from sale of assets held for sale	7,990,000	444,568
Payment of interest on finance lease liabilities	(2,020,176)	(1,578,081)
Proceeds from research and development tax credit	6,168,698	—
Net cash used in investing activities	(73,680,878)	(45,362,228)
Cash flows from financing activities:
Proceeds from issue of common stock	—	73,139,561
Proceeds from issue of shares under greenshoe option	7,410,000	—
Contributions received from noncontrolling interest holders	48,456,725	12,514,540
Common stock issue transaction costs	(479,150)	(2,470,017)
Payment of performance bond facility establishment fee	(535,527)	—
Payment of deferred offering costs	—	(3,315,503)
Repayment of lease liabilities	(6,507,928)	(3,723,300)
Net cash from financing activities	48,344,120	76,145,281
Net (decrease) increase in cash and cash equivalents and restricted cash	(48,541,722)	20,288,771
Cash and cash equivalents and restricted cash at the beginning of period	74,745,897	7,056,136
Effects of exchange rate changes on cash and cash equivalents	(568,581)	(1,436,333)
Cash and cash equivalents and restricted cash at the end of period	$25,635,594	$25,908,574
Supplemental cash flow information:
Non-cash investing and financing activities:
Accrued capital expenditure	$9,871,783	$(5,275,310)
Accrued stock issuance cost	$—	$284,795
Asset retirement obligations	$(476,728)	$(72,433)
Stock-based compensation	$(4,475,678)	$(429,661)
Contribution receivable from noncontrolling interest holders	$6,764,940	$2,082,670
Operating lease right-of-use assets and lease liabilities	$(225,108)	$(605,228)
Interest accrued on finance lease liabilities	$(524,158)	$(743,963)
Finance lease right-of-use assets and lease liabilities	$(5,897,712)	$(29,233,663)
Non-cash finance lease costs capitalized to unproved properties	$7,816,967	$11,128,132

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

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TAMBORAN RESOURCES CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 – Business and Basis of Preparation

General

Tamboran ~~Resources~~is ~~Corporation~~an ~~(the~~early-stage ~~“Company”~~growth-oriented ornatural ~~“Tamboran”~~gas ~~and~~company ~~together~~ with ~~its~~a ~~consolidated~~vision ~~subsidiaries,~~of supporting the net zero CO2 energy

the “Group”) 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

~~March~~September 3130, 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 ~~March~~September 3130, 2025, the Group had:

•not generated revenues since inception, and iswill ~~unlikely~~not to generate earnings in the ~~immediate~~next or12 ~~foreseeable~~months sufficient to

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

•a working capital ~~surplus~~deficit of $3~~,570,400,~~.9 million arising from ~~proceeds~~an ofincrease ~~our~~in ~~United~~trade ~~States~~payables ~~Initial~~and ~~Public~~accruals ~~Offering~~as a result of

~~(“IPO”),~~increased ~~the~~drilling ~~net~~activity ~~rig~~in ~~403~~the ~~sale~~quarter, ~~proceeds~~ and the ~~refund~~first ~~for~~draw ~~2023~~down ~~Research~~from ~~and~~the ~~Development~~SPCF ~~(“R&D”)~~Debt ~~tax~~Facility for recoupment

~~credit~~of eligible past costs did not occur until October 2025;

•an accumulated deficit of $~~157,098,288~~175.5 million since inception; and

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

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

months following the date these condensed consolidated financial statements were available for issuance., ~~The~~there ~~continuation~~have ofbeen ~~the~~

~~Group~~milestones asrecently asatisfied ~~going~~by ~~concern is dependent upon~~ the ~~ability~~Company ofthat ~~the~~indicate ~~Group~~progress totowards ~~obtain~~eliminating ~~necessary~~this ~~additional~~substantial ~~capital~~doubt toin ~~fund~~future ~~ongoing~~

~~exploration,~~periods. ~~appraisal~~These ~~and~~include ~~development~~reaching ~~projects~~Final ~~and/or~~Investment ~~obtain~~Decision ~~gas~~(“FID”) ~~producing~~for ~~properties~~the toShenandoah ~~attain~~South ~~future~~Pilot ~~profitable~~Project and the

~~operations.~~completion Noof ~~assurance~~a ~~can~~public beoffering ~~given~~in ~~that~~October ~~the~~2025, ~~Group~~of ~~will~~which, benet ~~successful~~proceeds into ~~these~~the ~~efforts~~Company inwere ~~the~~$53.0 ~~future~~million.

~~Management~~The ~~has~~continuation ~~several~~of ~~plans~~the inGroup ~~various~~as ~~stages~~a ofgoing ~~progress~~concern tois ~~source~~dependent ~~additional~~upon ~~funding~~the toability ~~provide~~of ~~operating~~the ~~capital~~Group to obtain necessary

~~for~~additional ~~the~~capital ~~continued~~to ~~growth~~fund ofongoing ~~the Group. As a result~~exploration, ~~these~~appraisal ~~condensed~~and ~~consolidated~~development ~~financial~~projects ~~statements~~and/or doobtain ~~not~~gas ~~include~~producing ~~any~~properties

~~adjustments related~~ to ~~the~~attain ~~recoverability~~future ~~and~~profitable ~~classification~~operations. ofNo ~~recorded~~assurance ~~assets~~can ~~and~~be ~~liabilities~~given that ~~might~~the Group will be ~~necessary~~successful ~~should~~in these efforts in the

~~the~~future, ~~Group~~however beManagement ~~unable~~is toactively ~~continue~~pursuing asseveral aplans ~~going~~to ~~concern.~~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, ~~2024~~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, ~~2024~~2025 condensed consolidated balance sheet was derived from the

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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 ~~nine~~three months ended ~~March~~September 3130, ~~2025.~~

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.

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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 ~~has~~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 ~~November~~December ~~2024~~2023, the ~~Financial Accounting Standards Board (“~~FASB”) issued ASU ~~2024~~2023-0309, Improvements to Income ~~Statement~~Tax Disclosures (“ASU 2023-09”), a

~~Reporting~~final ~~Comprehensive~~standard ~~Income~~on -improvements ~~Expense~~to ~~Disaggregation~~income ~~Disclosures~~tax ~~(“ASU~~disclosures. ~~2024-03”),~~The ~~and~~standard inrequires ~~January~~disaggregated ~~2025,~~information ~~the~~about a

~~FASB~~reporting ~~issued~~entity's ~~ASU~~effective ~~2025-01,~~tax ~~Income~~rate ~~Statement~~reconciliation -as ~~Reporting~~well ~~Comprehensive~~as ~~Income~~information -on ~~Expense~~income ~~Disaggregation~~taxes ~~Disclosures~~paid. The standard is intended to

~~(Subtopic~~benefit ~~220-40):~~investors ~~Clarifying~~by ~~the~~providing ~~Effective~~more ~~Date~~detailed ~~(“ASU~~income ~~2025-01”).~~tax ~~ASU~~disclosures ~~2024-03~~that ~~requires~~would ~~public~~be ~~business~~useful ~~entities~~in tomaking capital allocation

~~provide~~decisions ~~detailed~~and ~~disclosures~~apply into ~~the~~all ~~notes~~entities subject to ~~financial~~income ~~statements~~taxes. ~~disaggregating~~The ~~specific~~new ~~expense~~standard ~~categories,~~is ~~including~~effective for annual periods beginning after

~~employee~~December ~~compensation~~15, ~~depreciation,~~2024. ~~and~~The ~~intangible~~Group ~~asset~~adopted ~~amortization,~~ASU as2023-09 ~~well~~prospectively asduring ~~certain~~the ~~other~~three ~~disclosures~~months toended ~~provide~~September 30, 2025.

~~enhanced~~The ~~transparency~~adoption ~~into~~did ~~the~~not ~~nature~~have ~~and~~a ~~function~~material ofimpact ~~expenses~~ on anthe Group’s interim ~~and~~condensed ~~annual~~consolidated ~~basis.~~financial ~~ASU~~statements ~~2024-03,~~but asis ~~clarified~~

byexpected ~~ASU~~to ~~2025-01~~result isin ~~effective~~expanded ~~for~~ annual ~~periods~~income ~~beginning~~tax ~~after~~disclosures ~~December~~beginning ~~15,~~with ~~2026,~~the ~~and~~Group’s ~~interim~~Form ~~periods~~10-K ~~within~~for the fiscal ~~years~~year

~~beginning~~ending ~~after~~June ~~December 15~~30, ~~2027, with early adoption permitted~~2026. ~~The Group is currently evaluating ASU 2024-03 and~~

~~the impact it may have on the Group's consolidated financial statements.~~12

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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~~

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

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

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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~~,500,000~~.5 million; or

◦issue CHESS Depository Interests (“CDIs”) to DWE with a value of $15 million,~~000,000,~~ 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~~,500,000~~.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~~,500,000~~.5 million divided by the common stock price at the IPO of $24.00 per share), subject to ~~shareholders'~~

~~approval (Refer Note 7), which was granted in November 2024. The obligation to implement the Checkerboard Strategy~~ 13

~~does~~Table ~~not cease with this issuance~~ of ~~shares.~~Contents

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 ~~March~~September 3130, 2025 and June 30, ~~2024~~2025 (in thousands):

	March 31,2025	June 30,2024
	September 30,2025	June 30,2025
ASSETS
Current assets
Cash and cash equivalents	$413,~~320,006~~109	$13,~~488,541~~729
Trade and other receivables:
Joint interest billing	61,~~663,104~~763	108,~~298,322~~191
Intercompany receivable	~~7,013,250~~—	71,~~415,684~~934
ATO receivable	1,~~655,580~~118	~~615,480~~722
Other receivable	~~2,476~~179	—113
Prepaid expenses and other current assets	~~1,098,677~~205	~~1,476,094~~—
Total current assets	2016,~~753,093~~374	2114,~~294,121~~690
Natural gas properties, successful efforts method:
Unproved properties	~~249~~321,~~990,573~~815	~~167~~285,~~998,061~~631
Assets under construction - natural gas equipment	—	7,542,064
Operating lease right-of-use-assets	2,739	—
Finance lease right-of-use assets	1814,~~864,368~~144	2016,~~697,452~~544
Prepaid expenses and other non-current assets	12,~~083,397~~081	~~385~~2,~~215~~026
Total non-current assets	~~269~~340,~~938,338~~779	~~196~~304,~~622,792~~201
TOTAL ASSETS	$~~290~~357,~~691,431~~153	$~~217~~318,~~916,913~~891
LIABILITIES
Current liabilities
Accounts payable and accrued expenses	$1321,~~973,933~~163	$1012,~~569,865~~507
Current portion of finance lease obligations	13,760,869	12,767,400
Current portion of operating lease obligations	2,063	—
Total current liabilities	27,734,802	23,337,265
Current portion of finance lease obligations	14,782	15,307
Finance lease obligations	12,358,826	14,141,713
Total current liabilities	38,008	27,814
Asset retirement obligations	4,691,138	4,174,178
Operating lease obligations	722	—
Loan from Group	149,346,360	113,096,572
Finance lease obligations	6,561	9,523
Total non-current liabilities	166,396,324	131,412,463
Asset retirement obligations	5,370	5,127
TOTAL LIABILITIES	$194,131,126	$154,749,728
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.

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The units within the SPCF Sub Trust structure were issued in October 2024. The assets were transferred to the SPCF

Sub Trust during the three months ended March 31, 2025.

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 ~~March~~September 3130, 2025:

	March 31,2025
	September 30,2025	June 30,2025
ASSETS
Current assets
Cash and cash equivalents	$~~759~~5,~~398~~940	$1,935
Trade and other receivables:
Joint interest billing	921,332
ATO receivable	262	123
ATO receivable	163,178
Loan to Tamboran	—	1,124
Other receivable	1,250
Total current assets	6,202	3,182
Total current assets	1,845,158
Natural gas properties, successful efforts method:
Natural gas properties, successful efforts method:
Assets under construction - natural gas equipment	34,868	24,441
Assets under construction - natural gas equipment	17,567,615
Prepaid expenses and other non-current assets	716	—
Total non-current assets	1735,~~567,615~~584	24,441
TOTAL ASSETS	$1941,~~412,773~~786	$27,623
LIABILITIES
Current liabilities
Accounts payable and accrued expenses	$26,~~780,602~~860	$4,364
Total current liabilities	2,780,602
Advance against joint interest billings	1,943	450
Asset retirement obligations	88,262
Intercompany Payable	2,207	1,338
Loan from Group	1,623,190
Total current liabilities	11,010	6,152
Total non-current liabilities	1,711,452
Asset retirement obligations	98	95
TOTAL LIABILITIES	$4,492,054
Total non-current liabilities	98	95
TOTAL LIABILITIES	$11,108	$6,247

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

Natural Gas Properties

The Group held unproved natural gas properties as of ~~March~~September 3130, 2025 and June 30, ~~2024,~~2025 amounting to $378.8

~~$303,320,471~~million and $~~230~~342.3 million,~~119,448,~~ respectively. These amounts reflect the Group’s exploration and evaluation projects, which are

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

~~ended March~~September 3130, 2025, and 2024. These assets will be reclassified to proven gas properties upon commencement of

production and then subsequently depleted.

~~In October 2024, the Group lodged an amended income tax return for the year ended June 30, 2024 claiming eligible~~ 16

~~R&D~~Table ~~expenditure for EP 136, which resulted in a cash refund~~ of ~~$6,168,698 in December 2024.~~Contents

During the ~~nine~~three months ended ~~March~~September 3130, 2025 and ~~March~~September 3130, 2024, the Group recognized no impairment ~~related to~~

related to unproved natural gas properties.

	Natural gas properties
	EP 161	EP 136	EP 76, 98 and117	Total
(in thousands)	EP 161	EP 136	EP 76, 98 and117	Total
Balance at July 1, 2024	$23,744,221	$51,035,326	$155,339,901	$230,119,448
Balance at July 1, 2025	$25,091	$45,483	$271,740	$342,314
Capital expenditure	~~809,982~~274	~~127,507~~33	8431,~~403,641~~264	8531,~~341,130~~571
Restoration assets	—	—	~~476,728~~60	~~476,728~~60
Interest on finance lease liability and related depreciation of ROU assets capitalized	—	—	92,~~566,119~~988	92,~~566,119~~988
Reclassified to assets under construction - natural gas equipment	—	—	(83,819)	(83,819)
Disposal	—	(444)	—	(444)
Research and development tax credit	—	(6,168,698)	—	(6,168,698)
Effect of changes in foreign exchange rates	137	379	1,797	2,313
Effect of changes in foreign exchange rates	(1,489,425)	(3,069,352)	(11,371,660)	(15,930,437)
Balance at September 30, 2025	$25,502	$45,451	$307,849	$378,802
Balance at March 31, 2025	$23,064,778	$41,924,783	$238,330,910	$303,320,471

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 ~~March~~September 3130, 2025 and

June 30, ~~2024~~2025, amounting to $~~236,000~~0.3 million and $~~102~~0.3 million,~~244,~~ 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. ~~During~~As ~~the~~of ~~nine~~September 30,

~~months ended March 31,~~ 2025, the ~~Group~~essential plant components were completed ~~detailed~~and ~~design~~have ofbeen ~~the~~delivered ~~SPCF~~to site and ~~received~~construction ~~approval~~ of the facility has

~~Environmental Management Plan (EMP)~~commenced. The Group held total assets under construction related to the SPCF as of September 30, 2025 and June 30,

~~March 31,~~ 2025 ~~and June 30, 2024~~ of $~~17,567,615~~34.9 million and $724.4 million,~~542,064,~~ 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.

~~Assets~~Falcon ~~Classified as Held for Sale~~ Acquisition

InOn ~~October~~September ~~2024~~30, ~~the~~2025, ~~Group~~it ~~completed~~was ~~the~~announced ~~disposal~~that, ofsubject ~~rig~~to ~~403~~the atcompletion ~~a price~~ of $8the transaction,~~500,000,~~ ~~on which~~ the Group ~~paid~~would aenter

~~sales~~into ~~commission~~an ofArrangement ~~6%.~~Agreement ~~During~~in ~~the~~exchange ~~nine~~for ~~months ended March 31~~6, ~~2025~~537,503 ~~the~~shares ~~Group~~of ~~recognized~~the aCompany's ~~loss~~common onstock ~~assets~~and ~~held~~$22.7 million ~~for~~in

~~sale of $376~~cash,~~000~~ towith ~~reduce~~Falcon ~~the~~Oil ~~asset~~& toGas ~~the~~Australia ~~lower~~Limited of(“Falcon ~~its~~Australia”) ~~carrying amount and the fair value less costs~~ to ~~sell~~acquire (~~determined~~the “Falcon Acquisition”):

~~based on the sales price above)~~•98.1% Noownership ~~gain~~interest orin ~~loss~~Falcon ~~was recognized on the sale of the rig during the three months ended~~ Australia;

~~March 31,~~•100% ~~2025~~ownership asinterest itin ~~had~~TXM ~~already~~Oil ~~been~~and ~~reduced~~Gas toExploration ~~the~~Kft, ~~fair~~Falcon ~~value~~Oil ~~less~~& ~~costs~~Gas toIreland ~~sell~~Limited, inFalcon ~~the~~Oil ~~prior~~& ~~quarters.~~Gas

NoIreland ~~other~~Limited, ~~assets~~Falcon ~~remain~~Oil ~~held~~& ~~for~~Gas ~~sale~~Holdings asIreland ofLimited ~~March 31,~~and ~~2025.~~Falcon Exploration and Production South Africa

17(Pty) Ltd.

~~Table~~Upon completion of ~~Contents~~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, ~~additional~~and ~~days~~subsequent ~~are~~suspension ~~added~~periods ~~to the fixed minimum~~

negotiated, additional days are added to the fixed minimum term. As of ~~March~~September 3130, 2025, the end date of the drilling ~~contract for the current rig is mid-April 2027. The drilling contract~~

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”).~~

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):

	March 31,2025	June 30,2024
	September 30,2025	June 30,2025
Right-of-use assets:
Operating lease right-of-use assets	$~~736~~4,~~944~~199	$~~962~~1,~~052~~549
Finance lease right-of-use assets	1814,~~864,368~~144	2016,~~697,452~~544
	19,601,312	21,659,504
	18,343	18,093
Lease liabilities:
Current portion of operating lease obligations	~~243~~2,~~058~~472	~~397,999~~391
Non-current portion of operating lease obligations	~~511~~1,~~432~~795	~~587~~1,~~250~~175
Current portion of finance lease obligations	1314,~~760,869~~782	1215,~~767,400~~307
Non-current portion of finance lease obligations	126,~~358,826~~561	149,~~141,713~~523
	$26,874,185	$27,894,362
	$25,610	$26,396

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For the three months ~~and nine months~~ ended ~~March~~September 3130, 2025, and 2024, the components of the lease costs were as follows (in

~~follows~~thousands):

	Three months ended March 31,				Nine months ended March 31,
		Three months ended September 30,
	~~2025~~	2025	~~2024~~	2024	~~2025~~	~~2024~~
Operating leases:
Operating lease cost charged to profit and loss	~~$126,954~~	$138	~~$142,710~~	$157	~~$414,128~~	~~$354,695~~
Finance leases:
Interest on lease liabilities	~~784,804~~	668	~~743,963~~	796	~~2,273,310~~	~~2,322,044~~
Depreciation on right-of-use assets	~~2,227,380~~	2,321	~~2,780,940~~	2,533	~~7,292,809~~	~~8,806,088~~
Total finance lease cost	~~3,012,184~~	2,988	~~3,524,903~~	3,329	~~9,566,119~~	~~11,128,132~~
Less: Lease cost capitalized to unproved properties	~~(3,012,184)~~	(2,988)	~~(3,524,903)~~	(3,329)	~~(9,566,119)~~	~~(11,128,132)~~
Finance lease cost charged to profit and loss	$—	$—	$—	$—	$—	$—

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

~~March~~September 3130, 2025, and 2024 (in thousands):

	Nine months ended March 31,
	Three months ended September 30,
	2025	2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$~~414,128~~138	$~~354,695~~157
Financing cash flows for finance leases	63,~~507,928~~076	~~3,723,300~~—
	$6,922,056	$4,077,995
	$3,215	$157

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

ended ~~March~~September 3130, 2025, and 2024:

	Nine months ended March 31,
	Three months ended September 30,
	2025	2024
Operating leases:
Weighted-average remaining lease term	2.8316	23.8657
Weighted-average incremental borrowing rate	1113.8457%	1013.1550%
Finance leases:
Weighted-average remaining lease term	21.0858	1.9283
Weighted-average incremental borrowing rate	12.76%	13.1045%

As of ~~March~~September 3130, 2025, the Group’s undiscounted minimum cash payment obligations for its lease liabilities are as

as follows (in thousands):

As of March 31, 2025	Operating leases	Finance leases
As of September 30, 2025	Operating leases	Finance leases
Fiscal year ending June 30, 2025 (excluding nine months period from July 1, 2024 to March 31, 2025)	$78,648	$3,727,500
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, 2026	322,147	14,417,500
Fiscal year ending June 30, 2027	1,844	11,297
Fiscal year ending June 30, 2027	332,505	11,297,000
Fiscal year ending June 30, 2028	341	—
Thereafter	~~160,355~~477	—
Total lease payments	~~893~~4,~~655~~866	2923,~~442,000~~251
Less: Imputed interest	(~~139,165~~599)	(31,~~322,305~~908)
Present value of lease liabilities1	$~~754~~4,~~490~~267	$2621,~~119,695~~343

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

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As a Lessor

On October 15, 2023, the Group entered into an agreement with a third party to sublease its former office premises in

Manly, Australia (the “Manly lease”). The commencement date of the sublease was October 1, 2023, with a lease term of

17 months. The Manly lease, and sublease expired on March 10, 2025 with no renewal. Sublease income for the three

months and nine months ended March 31, 2025, was $68,207 and $239,811, respectively, and is included within “Other

income (expense), net” on the Group’s condensed consolidated statements of operations and comprehensive loss. There

have been no indications of impairment related to the underlying right-of-use asset.

Note 5 – Accounts Payable and Accrued Expenses

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

	March 31,2025	June 30,2024
	September 30,2025	June 30,2025
Accounts payable	$4,~~041,939~~493	$65,~~619,320~~708
Accrued payroll	~~1,209,350~~533	~~13,216~~5
Compensated absences	~~859,540~~759	~~668,825~~873
Defined contribution superannuation payable	—	~~8,164~~1
Accrued capital expenditure	1324,~~504,113~~794	412,~~318,703~~315
Accrued expenses	~~757,928~~542	31,~~204,371~~556
Total accounts payable and accrued expenses	$2031,~~372,870~~121	$1420,~~832,599~~457

Note 6 –- ~~Asset Retirement Obligations~~Debt

~~The~~On ~~Group~~September ~~recognizes~~29, 2025, the ~~liability~~Group ~~for~~through anits ~~asset~~subsidiaries, ~~retirement~~SPCF ~~obligation~~Financing atPty ~~their~~Ltd, ~~estimated~~as ~~fair~~Borrower ~~value~~(“SPCF ~~in the period in~~

~~which~~Financing”), ~~the~~Sturt ~~obligation~~Plateau ~~originates.~~Compression ~~Fair~~Facility ~~value~~Sub isPty ~~estimated~~Ltd, ~~using~~in ~~the~~its ~~present~~personal ~~value~~capacity ~~technique~~and ~~(level~~in 2)its ~~based~~capacity onas atrustee ~~number~~for ofthe

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 ~~nine~~three months ended ~~March 31,~~

September 30, 2025.

The reconciliation of changes in asset retirement obligations for the ~~nine~~three months ended ~~March~~September 3130, 2025, is as

follows (in thousands):

	Nine months ended March 31, 2025
	Three months ended, September 2025
Beginning asset retirement obligations	$89,~~140,992~~649
Liabilities incurred	~~476,728~~60
Accretion expense	~~774,431~~289
Effect of changes in foreign exchange rates	~~(524,203)~~55
Long-term asset retirement obligations	$810,~~867,948~~053

20Note 8 – Stockholders’ Equity

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Note 7 – Stockholders’ Equity

Movement in Common Stock

	Date	Tamborancommon stock	Fair Market Value at time of Issuance	Details	Net proceeds
(in thousands, except share numbers and per share amount	Date	Tamborancommon stock	Fair Market Value at time of Issuance	Details	Net proceeds
Balance at July 1, 2024		13,915,524			$396,924,177
Balance at July 1, 2025		16,717,289			$450,437
Capital raise	July 2024	308,750	$24.00	$7,410,000
Issuance of common stock pursuant to Subscription Agreement	July 2025	940,729	$17.74	$10,966
Issuance of common stock as checkerboard fee	November 2024	312,500	$19.04	$5,950,000
Issuance of common stock as prepayment of Facility Fee	July 2025	112,740	$19.41	$2,188
Less: Transaction costs		—		$(479,150)	12,880,850
Issuance of common stock as termination payment	September 2025	50,000	$19.75	$988
Balance at March 31, 2025		14,536,774			$409,805,027
Less: Transaction costs		—		$(1,014)	13,128
Balance at September 30, 2025		17,820,758			$463,565

July ~~2024~~2025 ~~Greenshoe~~Issuance ~~Option~~of common stock pursuant to Subscription Agreement

~~Subsequent~~On toJuly ~~the~~23, ~~IPO in June 2024~~2025, the ~~underwriters~~Company ~~exercised~~issued ~~the~~940,729 ~~greenshoe~~shares ~~option~~of ~~granted~~common tostock ~~them~~pursuant to ~~purchase~~subscription agreements entered

~~additional~~into ~~shares~~on ofMay ~~common~~12, ~~stock~~2025, offor ~~the~~$17.74 ~~Company~~per share. ~~Under~~Total proceeds from this ~~option,~~issuance ~~underwriters~~was ~~purchased~~$16.7 amillion ~~total~~out of ~~308,750~~which ~~shares~~$5.7 ofmillion

~~common~~was ~~stock~~received ofin ~~the~~May ~~Company on July 30, 2024~~2025. The ~~net~~Company ~~proceeds~~incurred ~~from~~$1.4 ~~the~~million ~~IPO~~in ~~and~~transaction ~~from~~expenses ~~the~~related to this issuance, ~~under~~out ~~the~~of

~~greenshoe~~which ~~option~~$0.4 ~~will~~million bewas ~~used~~incurred ~~for natural gas exploration~~ and ~~appraisal~~recognized ~~activities,~~during ~~progressing~~ the ~~Group’s~~fiscal ~~three~~year ~~phases~~ended ofJune 30, 2025.

~~development and other general corporate purposes.~~21

~~November~~Table ~~2024~~of Contents

AtJuly ~~the~~2025 ~~time~~Issuance of ~~the~~common ~~IPO,~~stock ~~DWE~~as ~~agreed~~prepayment ~~to waive the $7,500,000 payment obligation in respect~~ of ~~the~~facility ~~Checkerboard~~ fee

~~Strategy~~On ~~provided~~July ~~that~~23, ~~Tamboran issue to DWE~~2025, orthe ~~its~~Company ~~nominee,~~issued ~~312~~112,~~500~~740 shares of ~~common~~Common ~~stock.~~Stock ~~The~~at ~~number~~a price of ~~shares~~$19.41 per share to Macquarie

beBank ~~issued~~Limited toas ~~satisfy~~prepayment ~~the~~of ~~obligation~~facility ~~was~~fees ~~calculated~~that aswill ~~$7,500,000~~become ~~divided~~due byover the ~~IPO~~term ~~share~~of ~~price~~the ofFacility ~~$24.00.~~under ~~The~~the ~~issuance~~Performance ofBond

~~these~~Facility ~~shares~~Agreement inbetween ~~satisfaction~~Tamboran of(West) ~~the~~Pty ~~obligation~~Limited, ~~was~~as ~~subject~~borrower, toTamboran ~~shareholder~~Resources ~~approval.~~Pty Ltd, as guarantor, and

~~Shareholder~~Macquarie ~~approval~~Bank ~~took~~Limited, ~~place~~as atlender, ~~the~~dated ~~Annual~~December ~~General Meeting on November 4~~19, 2024, ~~which~~(Refer ~~was~~Note ~~determined to be~~ 12).

~~the~~September ~~grant~~July ~~date~~2025 ~~for~~Issuance ~~the purpose~~ of ~~valuing the~~ common stock. ~~From~~as ~~the~~termination ~~time of the IPO in June 2024 to shareholder approval~~ payment

inOn ~~November~~July ~~2024~~28, 2025, the ~~fair~~employment ~~market~~of ~~value~~Joel ofRiddle, the ~~shares~~former ~~decreased~~Chief ~~from~~Executive ~~$24.00~~Officer toand ~~$19.04,~~board ~~while~~member ~~the number~~ of ~~shares~~the ~~to be~~

~~issued~~Company, ~~remained~~was ~~the~~terminated ~~same.~~and ~~The~~consequently ~~issuance~~Mr. ofRiddle ~~these~~resigned ~~shares~~from ~~completed~~ the ~~satisfaction~~board. ofThe ~~the~~Company ~~above~~issued ~~obligation~~50,000 inshares ~~respect~~ of ~~the~~

~~Checkerboard~~common ~~Strategy~~stock ~~(the~~at ~~“Checkerboard~~a ~~fee”)~~price ~~(Refer~~of ~~Note~~$19.75 2)per share to Mr. Riddle as a part of his termination payment package.

Note 89 – Stock-Based Compensation

Milestone Options

During the ~~nine~~three months ended ~~March~~September 3130, 2025, the Group did not grant any new milestone options to its ~~employees~~

employees and no12,900,000 milestone options were forfeited.

~~The~~As ~~Company~~a ~~accelerated~~result of the ~~recognition~~forfeitures ofduring the ~~remaining~~period, ~~expense~~there ~~for~~was ~~milestone~~a ~~options~~reversal ~~during~~of ~~the~~$1.0 ~~nine~~million ~~months~~of previously recorded expense

during the three months ended ~~March~~September 3130, 2025. The ~~Group~~Company ~~recognized~~accelerated ~~$138,996~~the ~~(inclusive~~recognition of ~~accelerated~~the remaining expense) ~~and~~for ~~$429,661, as stock-based~~

~~compensation expense related to~~ milestone options ~~for~~during the ~~nine~~fiscal ~~months~~year ended ~~March 31~~June 30, 2025, and ~~March 31,~~the ~~2024,~~Group recognized $0.1 million as stock-based

~~respectively.~~compensation No expense ~~was~~related ~~recognized~~to milestone options for the three months ended ~~March~~September 3130, ~~2025,~~2024. ~~while $162,056 was recognized for~~

~~the~~Employee ~~three~~Restricted ~~months~~Stock ~~ended March 31, 2024.~~Units

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

Onthe ~~August~~maximum 6,number ~~2024,~~of ~~the~~shares ~~Group~~of ~~adopted~~common ~~the~~stock ~~2024~~that ~~Incentive~~may ~~Award~~be ~~Plan~~issued (under the “2024 Plan~~”).~~ Aswas ~~of March 31~~1, ~~2025~~600,000 ~~the~~ shares.

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

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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 ~~employee~~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

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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

~~and nine months~~ ended ~~March~~September 3130, 2025 (in thousands, expect remaining contractual term):

	Three months ended March 31, 2025
	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)	$~~732,006~~560	$63,~~680,850~~798	21.2576
IPO Awards (Tranche 2)	~~181,851~~185	1,~~654,406~~244	21.2576
IPO Awards (Tranche 3)	~~497,242~~339	42,~~542,998~~308	21.2576
Retention Awards	180,702	546,321	0.8
Retention Awards - Granted FY25	199	178	0.25
Less: Forfeitures	(16,922)	—
Retention Awards - Granted FY26	42	456	2.76
Total Cost Incurred	$1,574,879	$13,424,575
Less: Forfeitures	(1,354)	—
Total Stock Compensation Costs Capitalized	$548,651
Total Cost Incurred	$(28)	$7,984
Total Stock Compensation Costs Expensed	1,026,228
Total Stock Compensation Costs Capitalized	$579
Total Cost Incurred	$1,574,879
Total Stock Compensation Costs Expensed	(607)
Total Cost Incurred	$(28)

	Nine months ended March 31, 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)	$1,935,750	$6,680,850	2.25
IPO Awards (Tranche 2)	480,894	1,654,406	2.25
IPO Awards (Tranche 3)	1,314,928	4,542,998	2.25
Retention Awards	477,857	546,321	0.8
Less: Forfeitures	(16,922)	—
Total Cost Incurred	$4,192,507	$13,424,575
Total Stock Compensation Costs Capitalized	$1,447,743
Total Stock Compensation Costs Expensed	2,744,764
Total Cost Incurred	$4,192,507

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. ~~All Director RSUs remained outstanding as of~~

~~March 31~~Additionally on May 16, 2025., ~~The~~in ~~Company~~conjunction ~~recognized~~with ~~$144,175~~the inTB1 ~~stock-based~~A&R ~~compensation~~JVSA, ~~expense~~the ~~related~~Company togranted ~~these~~35,014 Director ~~awards~~

~~for~~RSUs under the ~~three~~2024 ~~months~~plan ~~ended~~for ~~March 31~~which each awarded RSU represented an unfunded, ~~2025.~~unsecured right to receive a share of the

~~Note~~Company’s 9common –stock. ~~Income~~The ~~Taxes~~awards vesting date is the earlier of the one year anniversary of the grant date and the date

~~The~~of ~~effective~~the ~~tax~~next ~~rates~~annual ~~for~~shareholders' ~~the~~meeting ~~three~~occurring ~~months~~after ~~and~~the ~~nine~~grant ~~months ended March 31~~date, ~~2025,~~subject ~~and~~to ~~2024~~continued ~~were nil~~service. The ~~Group’s~~Company has used

~~effective~~a ~~tax~~vesting ~~rate~~date ~~differed~~approximating ~~from~~ the ~~applicable~~next ~~statutory~~shareholders ~~income~~meeting, ~~tax~~which ~~rate~~is ~~due~~ to ~~operating~~take ~~losses~~place ~~incurred~~in ~~for~~December ~~the~~2025. ~~three~~The fair value on the

~~months~~grant ~~and~~date ~~nine~~of ~~months~~these ~~ended~~RSUs ~~March 31,~~was ~~2025,~~$19.99 ~~and~~per ~~2024~~unit. ~~The Group has accumulated losses for tax purposes as of~~

~~March 31,~~All ~~2025,~~Director inRSUs ~~the~~remained ~~amount~~outstanding as of ~~$322~~September 30,~~399,763,~~ ~~which~~2025. ~~may~~The beCompany ~~carried~~recognized ~~forward~~$0.4 ~~and~~million ~~offset against taxable income~~ in ~~the~~ stock-

~~future~~based ~~for~~compensation anexpense ~~indefinite~~related ~~period, subject~~ to ~~meeting~~these ~~Australian~~Director ~~tax~~awards ~~rules~~for ~~around~~the ~~continuity~~three ofmonths ~~ownership~~ended orSeptember 30, ~~business~~ 2025.

~~continuity~~Note ~~test.~~10 – Income Taxes

AsThe ofeffective ~~March 31,~~tax ~~2025,~~rates ~~and~~for ~~June~~the three months ended September 30, ~~2024~~2025, ~~the~~and ~~Group~~2024 ~~did~~were ~~not~~nil. ~~have~~The ~~any~~Group’s ~~uncertain~~effective tax ~~positions.~~

23rate differed from the applicable statutory income tax rate due to operating losses incurred for the three months ended

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

~~Note~~amount 10of –$466.3 ~~Loss~~million, ~~Per~~which ~~Share~~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

	Three months ended March 31,		Nine months ended March 31,
	2025	2024	2025	2024
Numerator:
Net loss after income tax attributable to Tamboran Resources Corporation stockholders	$(6,656,997)	$(3,282,555)	$(26,718,517)	$(12,498,584)
Denominator:
Weighted average number of common stock outstanding, basic and diluted	14,536,774	10,223,449	14,336,033	9,145,388
Net loss per share, basic and diluted	$(0.458)	$(0.321)	$(1.864)	$(1.367)

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 ~~and nine months~~ ended ~~March~~September 3130, 2025, and 2024 as the

~~2024 as the~~ result would be anti-dilutive.

~~Note 11 – Commitments and Contingencies~~24

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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

	March 31,2025	June 30,2024
(in thousands)	September 30,2025	June 30,2025
Committed at the reporting date but not recognized as liabilities, payable:
Sweetpea	$2123,~~972,265~~074	$23,~~283,360~~115
EP 161	2,~~500,400~~314	2,~~649,600~~302
Beetaloo Joint Venture	7075,~~761,319~~779	6275,~~642,340~~630
Midstream	4$11,~~955,806~~960	1$9,~~971,843~~056

Sweetpea

Sweetpea’s committed spend as of ~~March~~September 3130, 2025, was $2123.1 million,~~972,265,~~ which was related to two licenses, EP ~~136~~

136 with total commitments of $13~~,283,375~~.9 million and EP 143 with total commitments of $~~8,688,890~~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~~,283,375~~.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 $~~8,688,890~~9.2 million with activity and associated spend being transferred

within the license term.

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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~~,500,400~~.3 ~~based~~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 $~~70,761,319~~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

~~$10~~million,~~173,502,~~ EP 98 of $~~49,566,523~~53.6 million and EP 117 of $11~~,021,294~~.5 million.

Midstream

Committed spend for the SPCF project as of ~~March~~September 3130, 2025, was $~~4,955,806~~12.0 million which was related to the ~~engineering,~~

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

inspection and commissioning of the facility ~~and major equipment procurement~~.

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~~,000,000~~.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~~,000,000~~.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~~,500,000~~.5 million and A$75.0 million,~~000,000,~~ respectively., ~~All~~which ~~Facilities~~occurred ~~terminate~~in onJuly ~~December~~2025 ~~19,~~following ~~2027.~~completion ~~The~~of ~~obligations~~that ~~under~~equity ~~the~~raise.

~~Facility~~Accordingly, ~~Agreement~~the ~~are~~full ~~unconditionally~~A$35.0 ~~guaranteed~~million onis acurrently ~~senior~~available. ~~secured~~All ~~basis~~Facilities byterminate TRon ~~Ltd~~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~~,000,000~~.0 million and have a current ratio of at ~~least~~

25least 1:1. The Facility Agreement provides for events of default that include, among others, nonpayment of any amount due

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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 ~~March~~September 3130, 2025.

In relation to Facility A, the Group incurred an establishment fee of A$~~500,000~~0.5 million. The outstanding letters of credit ~~and~~

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 ~~March~~September 3130, 2025, there was A$~~7,684,129~~23.3 million of letters of credits issued under the Facility Agreement. As of

~~March~~September 3130, 2025 there was A$~~17,315,872~~1.7 million of unused credit under Facility A and A$10~~,000,000~~.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 ~~March~~September 3130, 2025, ~~total~~

total unamortized debt issuance costs were A$~~770,142~~0.6 million. During the three months ~~and nine months~~ ended ~~March~~September 3130, 2025, the Group

~~Group~~ recorded A$~~72,201~~0.1 ~~and A$96~~million,~~268,~~ ~~respectively,~~ as amortization of deferred debt issuance costs as a part of interest expense.

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

~~Tamboran’s share of the bank guarantees over the next three months is estimated to be A$10.7 million. Pursuant to the Gas~~ 26

~~Transportation~~Table ~~Agreement~~of ~~(“GTA”) signed with APA, the bank guarantees will be released by APA once certain~~ Contents

~~performance~~September 30, ~~conditions~~2025, ~~are~~Tamboran ~~met~~had ~~and~~drawn ~~first~~down ~~gas~~A$18.6 ~~has~~million ~~been~~in ~~delivered~~bank guarantees related to the NTSPP. ~~Government~~Pursuant ~~under~~to the Gas ~~Sales Agreement~~

Transportation Agreement (“~~GSA~~GTA”). ~~APA~~signed ~~may~~with ~~call~~APA, on the bank guarantees ifwill ~~certain~~be ~~defaults~~reduced ~~under the DA~~ or ~~GTA~~released ~~remain~~by ~~unremedied,~~APA ~~which~~once ~~in turn~~

~~triggers~~certain aperformance ~~requirement~~conditions byare ~~Tamboran~~met B1related ~~Operator~~ to ~~deposit~~well ~~cash~~flow ~~amounts~~test ~~sufficient~~performance toand ~~cover~~first ~~the~~gas ~~bank~~has ~~guarantees~~been ~~under~~delivered to the NT

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

~~Note~~DA 12or –GTA ~~Related~~remain ~~Party~~unremedied, ~~Transactions~~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 ~~nine~~three months ended ~~March~~September 3130, 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

~~$15,000,000~~million equity investment from H&P (and as a consequence, John Bell, a member of the H&P Executive Leadership Team ~~was~~

(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~~

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~~

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 ~~and nine months~~ ended ~~March~~September 3130, 2025, the Group incurred cost of $~~2,125,323~~3.0 ~~and~~million ~~$10,224,710~~relating to a combination of

~~relating to a combination of site mobilization, standby,~~ drilling, labor and rig move costs, $1~~,466,155~~.2 million of which remained invoiced and unpaid as of September 30, 2025. During

~~invoiced~~the ~~and~~three ~~unpaid~~months asended ~~of March~~September 3130, 2025 John Bell resigned from his position as a director of the Group.

Mr. Sheffield

During the three months ended ~~and the nine months ended March~~September 3130, 2025, the Group transacted with DWE and DWI, which are wholly

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

~~equity firm of which~~ Mr. Sheffield serves as managing partner. ~~Given~~Mr. ~~the~~Sheffield ~~equity~~has ~~investments~~been ~~made~~a byshareholder ~~Mr.~~in ~~Sheffield~~the inCompany since November 2021.

prior periods, an individual employed by Formentera Partners, LP, was appointed director of the group in September 2023.

Subsequent to March 31, 2025, this individual advised the Group's Board of Directors of their resignation effective April

15, 2025. Mr. Sheffield has been a shareholder in the Company since November 2021.

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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 ~~March~~September 3130, 2025, DWE's share of expenditure for the Beetaloo Joint Venture for

which contributions were due was $~~19,786,665~~14.8 ~~During~~million. ~~the~~As ~~nine~~of ~~months ended March~~September 3130, 2025, ~~DWE's~~the ~~share~~Group ofhad a joint interest billing

~~expenditure~~receivable ~~for~~owing ~~the~~from ~~Beetaloo~~DWE ~~Joint~~in ~~Venture~~the ~~for~~amount ~~which~~of ~~contributions were due was~~ $~~44,778,280~~1.4 ~~As of March 31, 2025, the~~ million.

~~Group~~During ~~had~~the ~~unpaid~~three ~~cash~~months ~~calls~~ended ~~owing~~September 30, ~~from~~2025, ~~DWE~~DWI's inshare ~~the~~of ~~amount~~expenditure offor ~~$5,843,608.~~SPCF for which contributions

~~During~~were ~~the~~due ~~three~~was ~~months~~$8.5 ~~ended~~million. ~~March~~As 31of September 30, 2025, the ~~SPCF~~Group ~~assets~~had ~~were~~advances ~~transferred~~against ~~from~~joint ~~TB1~~interest tobillings ~~the~~owing ~~SPCF~~to ~~Sub~~DWI ~~Trust~~

~~(Refer~~in ~~Note 2). Subsequent to~~ the ~~transfer,~~amount ~~cash~~of ~~calls~~$1.9 ~~were issued to DWI~~million.

~~During~~Note ~~the~~14 ~~three~~– ~~months~~Subsequent ~~and nine months ended March 31, 2025, DWI's share of expenditure for SPCF for which~~ Events

~~contributions~~Public ~~were due was $1,474,968. As of March 31, 2025, the Group had unpaid cash calls owing from DWI in the~~ Offering

~~amount~~On ofOctober ~~$921~~24,~~332.~~ 2025, Tamboran closed a public offering under which it issued and sold 2,673,111 shares of common

~~During~~stock at a price to the ~~nine~~public ~~months~~of ~~ended~~$21.00 ~~March 31,~~per ~~2025,~~share (the ~~Company~~“Public ~~issued~~Offering”) ~~312,500~~resulting ~~shares~~in ofgross ~~Common~~proceeds ~~Stock~~of in$56.1 ~~satisfaction~~million and

net proceeds to us of ~~the~~$53.0 ~~Group's~~million, ~~obligation~~after ~~towards~~deducting the ~~Checkerboard~~underwriting ~~fee~~discount. ~~(Refer~~RBC ~~Note~~Capital 2Markets, LLC and ~~Note~~Wells ~~7).~~Fargo

~~Note~~Securities, 13LLC –acted ~~Subsequent~~as ~~Events~~representatives of the several underwriters of the Public Offering.

~~Entry~~The ~~into~~net aproceeds ~~Material~~of ~~Definitive~~the ~~Agreement~~Public Offering will be used to fund the Group's development plan, working capital, and

~~Subscription~~other ~~Agreements~~general corporate purposes.

OnShare ~~May~~Purchase ~~12, 2025, the Company entered into subscription agreements (the “Subscription Agreements”) with certain~~ Plan

~~investors~~On ~~(the~~October ~~“Investors”)~~30, ~~pursuant to which~~2025, ~~among~~the ~~other~~Company ~~things,~~opened ~~the~~a ~~Investors~~Share ~~agreed~~Purchase toPlan ~~subscribe~~(the ~~for~~“Share ~~and~~Purchase ~~purchase~~Plan”) ~~from~~for eligible

~~the~~securityholders ~~Company,~~to apply and ~~the~~purchase ~~Company~~new ~~agreed~~CDI's toin ~~issue~~the ~~and~~Company ~~sell~~up to ~~the Investors~~A$30,000 anper ~~aggregate~~securityholder. ofThe ~~approximately~~SSP ~~3.1 million~~is ~~newly~~expected

~~issued~~to ~~shares~~close ofon ~~the~~November ~~Company’s~~20, ~~common~~2025. ~~stock,~~The ~~par~~Group ~~value~~is ~~$0.001~~targeting ~~(“Common~~a ~~Stock”),~~raise ~~for~~up anto ~~aggregate~~A$46.0 million, ~~purchase~~with ~~price~~some ofcapacity for

approximately $55 million, on the terms and subject to the conditions set forth therein (the “Offering”). Of the Offering,

$44 million is expected to close on May 16, 2025, subject to the satisfaction of customary closing conditions. The closing

of the remaining $11 million is subject to approval by Tamboran’s shareholders and the satisfaction of other customary

closing conditions.

Pursuant to the Subscription Agreements, the Company has agreed to use commercially reasonable efforts to file

with SEC, within 30 calendar days after May 12, 2025, a registration statement registering the resale of the shares of

Common Stock (the “Registrable Securities”). The Company shall use its commercially reasonable efforts to have such

registration statement declared effective as soon as practicable after filing, but no later than the 60th calendar day (or 90th

calendar day if the SEC notifies the Company that it will review the registration statement) following the Closing. The

Company is also obligated to maintain the effectiveness of the registration statement for a period ending on the earlier of

(A) the date the Investor ceases to hold any Registrable Securities, (B) the date all Registrable Securities held by the

Investor may be sold without restriction under Rule 144, or (C) three years from the effective date of the registration

statement.

The foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its

entirety by reference to the copy of the forms of Subscription Agreements, copies of which will be filed as exhibits to our

Annual Report on Form 10-K for the year ending June 30, 2025.

Asset Sale Agreement – Beetaloo Acreage Position

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 approximately 12.5% of TR West’s 77.5% interest in the

applicable retention licenses for $15 million.

The foregoing description of the Asset Sale Agreement does not purport to be complete and is qualified in its entirety

by the text of the Asset Sale Agreement, a copy of which will be filed as an exhibit to our Annual Report on Form 10-K for

the year ending June 30, 2025.

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~~Second~~oversubscriptions. ~~Amended~~The ~~and~~net ~~Restated~~proceeds ~~Joint~~of ~~Venture~~the ~~and~~Share ~~Shareholders~~Purchase ~~Agreement~~Plan will be used to fund the Group's development plan,

Onworking ~~May 12~~capital, ~~2025, the Company, TR West, TR Ltd., DWE~~ and ~~TB1~~other ~~(collectively,~~general ~~the~~corporate ~~“parties”) entered into a second~~ purposes.

~~amended~~Subscription ~~and~~Agreements ~~restated joint venture and shareholders agreement (the “Second Amended and Restated JVSA”). The~~

~~following~~On ~~summarizes~~October ~~the~~24, ~~material~~2025, ~~changes~~Tamboran inentered ~~the~~into ~~Amended~~subscription ~~and~~agreements ~~Restated JVSA from~~ (the ~~amended~~“Subscription ~~and~~Agreements”) ~~restated~~with ~~joint~~certain

~~venture~~investors, ~~and~~including ~~shareholders~~Bryan ~~agreement~~Sheffield, ~~filed~~our aslargest ~~Exhibit~~shareholder, ~~10.18~~Scott toSheffield, ~~the~~our ~~Company’s~~director, ~~Annual~~and ~~Report~~certain onof ~~Form~~our ~~10-K~~employees, ~~for the year~~

~~ended~~officers ~~June~~and 30other directors (the “PIPE Investors”), ~~2024:~~pursuant to which the Company expects to sell to the PIPE Investors up

~~•The~~to ~~Company~~$32.0 million ~~and~~worth ~~DWE~~of ~~have~~shares ~~signed~~of common stock, at a ~~binding~~price ~~agreement~~of to$21.00 ~~finalize~~per share, on the ~~checkerboard~~terms ofand ~~the~~subject ~~joint~~to ~~acreage~~the conditions

~~position~~set ~~across~~forth ~~EPs~~therein ~~76,~~(the 98“PIPE”). The closing of the PIPE is subject to approval by the Company’s shareholders and ~~117.~~the

~~•In~~satisfaction ~~conjunction~~of ~~with~~other ~~the~~customary ~~checkerboard,~~closing ~~the~~conditions. ~~Company and DWE entered into the Asset Sale Agreement whereby~~

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

~~consideration~~In ofconnection ~~$15 million,~~with orMr. ~~$150~~Stoneburner’s ~~per~~appointment ~~acre.~~as ~~The~~Interim ~~transaction~~Chief isExecutive ~~subject~~Officer, toon ~~regulatory~~October ~~approvals.~~15, 2025, the

~~•On~~Company ~~completion~~entered into a letter agreement, ~~the~~effective ~~Company~~as ~~will~~of ~~have~~July ~~retained~~27, ~~approximately~~2025, 1with Mr.~~9 million~~ ~~net~~Stoneburner ~~prospective,~~(the ~~development-ready~~“Letter Agreement”).

~~acres~~The ~~across~~Letter Agreement provides for a six-month term (or if earlier, the ~~Beetaloo~~date ~~Basin.~~the Company hires a replacement Chief

~~•The~~Executive ~~Company~~Officer). ~~has~~Mr. ~~reserved~~Stoneburner ~~406,693~~shall ~~gross~~continue ~~acres~~to serve as Chairman of the ~~Phase~~Board 2during ~~Development~~the ~~Area,~~term ~~located~~of ~~immediately~~his ~~north~~service ofas

~~the~~Interim ~~proposed~~Chief ~~Pilot~~Executive ~~Area, where the Company plans to focus development on supplying gas into Australia’s East~~ Officer.

~~Coast~~DWE ~~domestic~~Commercial ~~gas market.~~Agreements

•On ~~completion~~October of23, ~~the~~2025, ~~sale~~TR to(West) ~~DWE,~~entered ~~the~~into ~~Company~~an isupdated ~~expected~~commercial toarrangement ~~hold~~with ~~236,370~~DWE ~~net~~regarding ~~acres~~the ~~(58.12%~~Phase ~~operated~~2 ~~interest)~~

~~over the Phase 2~~ Development Area, ~~with~~and ~~DWE~~related ~~(19~~working interests.~~38%)~~ ~~and~~The ~~Falcon~~following ~~Oil~~summarizes &the ~~Gas~~material ~~(Australia)~~terms ~~Limited~~of ~~(Falcon)~~this arrangement:

~~(22.5%)~~•The ~~holding~~Phase ~~the~~2 ~~remaining~~Development ~~interest~~Area was increased from 406,693 gross acres to approximately 500,000 gross acres.

•~~The~~Current ~~Company~~Working ~~has~~Interests ~~engaged~~will ~~RBC~~be ~~Capital~~adjusted ~~Markets~~ to ~~commence~~TR a(West) ~~formal~~– ~~farm-down~~44.897%, ofDWE ~~the~~– ~~Phase~~32.603%, 2and ~~Development~~Falcon – 22.50%.

~~Area.~~•Subject ~~The~~to ~~formal~~execution ~~process~~of ~~will~~definitive ~~commence~~agreements onand ~~release~~completion of ~~the~~Tamboran’s ~~IP30~~proposed ~~flow~~acquisition ~~test~~of ~~from~~Falcon, the ~~Shenandoah South 2H~~

~~sidetrack~~revised ~~(SS-2H~~working ~~ST1)~~interests ~~well, planned for June 2025. DWE~~ will ~~have~~be ~~participation~~TR ~~rights~~(West) to(Operator) ~~any~~– ~~transaction~~77.5%, onand ~~the~~DWE – 22.5%.

~~same~~•TR ~~terms.~~(West) will hold rights requiring DWE to participate proportionately in any sale of Tamboran’s interest in the

~~•Ownership~~Phase of2 ~~the~~Development ~~Pilot~~ Area, ~~the~~limited ~~focus~~to ~~for~~50% ~~initial~~of ~~gas~~DWE's ~~production~~working ~~in the Northern Territory, remains unchanged (the~~ interest.

~~Company~~The ~~47.5%~~Group ~~operator~~has evaluated its subsequent events occurring after September 30, ~~DWE~~2025, ~~47.5%~~through ~~and~~November 13, ~~Falcon~~2025, ~~5%).~~

~~•The~~which ~~Company~~represents ~~will~~the ~~hold~~date ~~77.5%~~these ~~operating~~condensed ~~interest~~consolidated infinancial ~~the~~statements ~~ex-EP~~were ~~76,~~available 98to ~~and~~be ~~117~~issued. ~~acreage,~~No ~~with~~further ~~Falcon Oil & Gas~~

~~(Australia)~~subsequent ~~Limited~~events ~~holding~~have ~~the~~been ~~remaining~~identified ~~22.5%~~that ~~interest~~would require disclosure in these condensed consolidated financial statements.

The foregoing description of the Amended and Restated JVSA does not purport to be complete and is qualified in its

entirety by the text of the Amended and Restated JVSA, a copy of which will be filed as an exhibit to our Annual Report

on Form 10-K for the year ending June 30, 2025.

Unregistered Sale of Equity Securities.

PIPE Transaction

The Common Stock to be issued and sold to the Investors pursuant to the Subscription Agreements will not be

registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance on the

exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act as a transaction by an

issuer not involving a public offering. The disclosure set forth above in relation to the Subscription Agreements is

incorporated by reference here.

The Group has evaluated its subsequent events occurring after March 31, 2025, through May 13, 2025, which

represents the date these condensed consolidated financial statements were available to be issued. No further subsequent

events have been identified that would require disclosure in these condensed consolidated financial statements.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S.

Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of

future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future

of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future

conditions. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,”

“commit,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and

similar references to future periods.

It is possible that the future financial performance of Tamboran Resources Corporation (the “Company”) may differ

~~differ~~ from expectations due to a variety of factors, including but not limited to: our early stage of development with no material

~~material~~ revenue expected until 2026 and our limited operating history; the substantial additional capital required for our business

~~business~~ plan, which we may be unable to raise on acceptable terms; ~~our~~risks ~~strategy~~related to ~~deliver~~the ~~natural~~Falcon ~~gas~~Acquisition, toincluding the ~~Australian~~risk that

we may fail to realize the expected benefits of the Falcon Acquisition; our strategy to deliver natural gas to the Australian

East Coast and select Asian markets being contingent upon constructing additional pipeline capacity, which may not be

secured; the absence of proved reserves and the risk that our drilling may not yield natural gas in commercial quantities or

quality; the speculative nature of drilling activities, which involve significant costs and may not result in discoveries or

additions to our future production or reserves; the challenges associated with importing U.S. practices and technology to

the Northern Territory, which could affect our operations and growth due to limited local experience; the critical need for

timely access to appropriate equipment and infrastructure, which may impact our market access and business plan

execution; the operational complexities and inherent risks of drilling, completions, workover, and hydraulic fracturing

operations that could adversely affect our business; the volatility of natural gas prices and its potential adverse effect on our

financial condition and operations; the risks of construction delays, cost overruns, and negative effects on our financial and

operational performance associated with midstream projects; the potential fundamental impact on our business if our

assessments of the Beetaloo are materially inaccurate; the concentration of all our assets and operations in the Beetaloo,

making us susceptible to region-specific risks; ~~the~~our ~~substantial~~inability ~~doubt~~to ~~raised~~make byaccretive ~~our~~acquisitions ~~recurring~~or ~~operational~~successfully ~~losses,~~integrate ~~negative~~

~~cash~~acquired ~~flows,~~businesses ~~and~~or ~~cumulative~~assets, ~~net~~including ~~losses~~in ~~about~~connection ~~our~~with ~~ability~~the toFalcon ~~continue as a going concern~~Acquisition; ~~complex~~the ~~laws~~substantial ~~and~~doubt ~~regulations~~raised ~~that~~by our

~~could~~recurring ~~affect~~operational ~~our~~losses, ~~operational~~negative ~~costs~~cash flows, and ~~feasibility~~cumulative ornet ~~lead~~losses toabout ~~significant~~our ~~liabilities;~~ability ~~community~~to ~~opposition~~continue ~~that~~as ~~could~~a ~~result~~going in

~~costly~~concern; ~~delays~~complex laws and ~~impede~~regulations ~~our~~that ~~ability~~could toaffect ~~obtain~~our ~~necessary~~operational ~~government~~costs ~~approvals;~~and ~~exploration~~feasibility ~~and~~or ~~development~~lead ~~activities~~to insignificant

~~the~~liabilities; ~~Beetaloo~~community opposition that ~~may~~could ~~lead~~result toin ~~legal~~costly ~~disputes,~~delays ~~operational disruptions,~~ and ~~reputational~~impede ~~damage~~our ~~due~~ability to ~~native~~obtain ~~title~~necessary ~~and~~government

~~heritage issues~~approvals; ~~the~~exploration ~~requirement~~and todevelopment ~~produce~~activities ~~natural~~in ~~gas~~the onBeetaloo athat ~~Scope~~may 1lead ~~net~~to ~~zero~~legal ~~basis~~disputes, ~~upon~~operational ~~commencement~~disruptions, ~~of commercial~~

~~production,~~and ~~with~~reputational ~~internal~~damage ~~goals~~due ~~for~~to ~~operational~~native ~~net~~title ~~zero,~~and ~~which~~heritage ~~may~~issues; ~~increase~~the ~~our~~requirement ~~production~~to ~~costs;~~produce ~~the~~natural ~~increased~~gas ~~attention~~on toa Scope 1 net

~~environmental,~~zero ~~social~~basis ~~and~~upon ~~governance~~commencement ~~(“ESG”)~~of ~~matters~~commercial ~~and~~production, ~~environmental~~with ~~conservation~~internal ~~measures~~goals ~~that~~for ~~could~~operational ~~adversely~~net zero, which may increase

~~impact~~ our ~~business~~production ~~operations~~costs; ~~risks~~the ~~related~~increased attention to ~~our~~environmental, ~~corporate~~social ~~structure;~~and ~~risks~~governance ~~related~~(“ESG”) tomatters ~~our common stock~~ and ~~CDIs;~~environmental ~~and~~

~~the~~conservation ~~other~~measures ~~risk~~that ~~factors~~could ~~discussed~~adversely inimpact ~~the~~our ~~this~~business ~~report~~operations; ~~and~~risks ~~the~~related ~~Company’s~~to ~~filings~~our ~~with~~corporate ~~the~~structure; ~~Securities~~risks ~~and Exchange Commission~~

(related to our common stock and CDIs; and the ~~“SEC”).~~other risk factors discussed in the this report and the Company’s filings

with the Securities and Exchange Commission (the “SEC”).

It is not possible to foresee or identify all such factors. Any forward-looking statements in this report are based on

certain assumptions and analyses made by the Company in light of its experience and perception of historical trends,

current conditions, expected future developments, and other factors it believes are appropriate in the circumstances.

Forward-looking statements are not a guarantee of future performance and actual results or developments may differ

materially from expectations. While the Company continually reviews trends and uncertainties affecting the Company’s

results of operations and financial condition, the Company does not assume any obligation to update or supplement any

particular forward-looking statements contained in this report, except as required by law.

Additionally, certain forward-looking and other statements in this report or at other locations, such as the Company’s

corporate website, regarding ESG matters are informed by various ESG standards and frameworks (which may include

standards for the measurement of underlying data) and the interests of various stakeholders. Accordingly, such information

may not be, and should not be interpreted as necessarily being “material” under the federal securities laws for SEC

reporting purposes, even if the Company uses the word “material” or “materiality” in such discussions. ESG information is

also often reliant on third-party information or methodologies that are subject to evolving expectations and best practices,

and the Company’s approach to and discussion of these matters may continue to evolve as well. For example, the

Company’s disclosures may change due to revisions in framework requirements, availability of information, changes in its

business or applicable governmental policies, or other factors, some of which may be beyond its control.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with, and is qualified in its entirety by, our

condensed consolidated financial statements, the accompanying notes to the condensed consolidated financial statements

and other financial information included in this report and in our Annual Report on Form 10-K for the year ended June 30,

~~2024~~2025. For further information on items that could impact our financial condition and operating performance, see the section

entitled “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended June 30, ~~2024~~2025, and “Cautionary Note

Regarding Forward-Looking Statements” in this report.

The following tables present selected financial information for the periods presented (dollar amounts in

thousands):

	Three months endedMarch 31,		Nine months endedMarch 31,
	Three months endedSeptember 30,
	2025	2024	~~2025~~	~~2024~~
Revenue and other operating income	$—	$—	$—	$—
Operating costs and expenses:
Compensation and benefits, including stock-based compensation	(21,~~430~~994)	(12,~~938~~219)	~~(6,333)~~	~~(3,703)~~
Consultancy, legal and professional fees	(1,~~420~~822)	(1,~~078~~680)	~~(4,104)~~	~~(4,863)~~
Depreciation and amortization	(232)	(3231)	~~(85)~~	~~(90)~~
Loss on remeasurement of assets classified as held for sale	—	—(376)	~~(376)~~	~~(26)~~
Accretion of asset retirement obligations	(~~275~~289)	(~~231~~258)	~~(774)~~	~~(661)~~
Exploration expense	(~~1,201~~682)	~~423~~(1,010)	~~(3,684)~~	~~(2,964)~~
LNG feasibility study expense	(1,978)	—	(5,211)	—
Camp expense recoveries, net	(1,629)	—
Checkerboard fee	—	—	(5,950)	—
LNG feasibility study expense	(191)	—
General and administrative	(1,~~474~~598)	(~~704~~1,405)	~~(4,278)~~	~~(2,302)~~
Total operating costs and expenses	(8,~~801~~207)	(36,~~560~~979)	~~(30,795)~~	~~(14,609)~~
Other income (expense):
Interest income, net	51	255	1,553	503
Interest income (expense), net	(305)	796
Foreign exchange loss, net	~~142~~(551)	~~659~~(254)	~~(1,340)~~	~~385~~
Other income (expense), net	~~435~~—	(1320)	~~153~~	~~(200)~~
Total other income (expense)	~~628~~(856)	~~913~~222	~~366~~	~~688~~
Net loss	(89,~~173~~061)	(26,~~647~~756)	~~(30,429)~~	~~(13,921)~~
Foreign currency translation	1,~~477~~738	(12,~~199)~~148	~~(15,532)~~	~~(3,866)~~
Total comprehensive income (loss) attributable to noncontrolling interest	(~~943~~1,003)	~~(1,300)~~566	~~(5,735)~~	~~(1,956)~~
Total comprehensive income (loss) attributable to Tamboran Resources stockholders	$(56,~~753~~320)	$~~(13~~4,~~546)~~826	~~$(40,226)~~	~~$(15,831)~~

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

rounding.

Table of Contents

Results of Operations for the Three Months Ended ~~March 31~~September 30, 2025 and 2024

Revenue and other operating income. We have not yet commenced natural gas production; therefore, we did not earn

~~earn~~ any revenue and other operating income during the three months ended ~~March~~September 3130, 2025 and 2024, respectively.

Compensation and benefits, including stock-based compensation. Compensation and benefits, including stock-based

~~based~~ compensation, ~~increased~~decreased by $0.52 million during the three months ended ~~March~~September 3130, 2025, as compared to the three

months ended ~~March~~September 3130, 2024, ~~due~~ primarily toas ~~restricted~~a ~~stock~~result ~~units~~of ~~granted~~the inforfeiture ~~August~~of ~~2024~~stock-based ~~and~~compensation ~~increased~~awards ~~headcount~~during asthe

~~compared~~period tofor ~~the~~individuals ~~comparative~~who ~~period,~~left ~~while~~ the ~~prior~~business ~~period~~and ~~reflected~~increased ~~performance-based~~capitalized ~~bonuses~~internal ~~issued~~labor ~~during the period~~costs.

Consultancy, legal and professional fees. Consultancy, legal and professional fees ~~increased~~remained byfairly ~~$0.3~~consistent ~~million~~as

~~during~~compared to the three months ended ~~March~~September 3130, ~~2025~~2024, asincreasing ~~compared~~by tojust $0.1 million during the three months ended ~~March 31, 2024, as a majority of~~

~~the~~September 30, ~~legal fees incurred during the comparative period were deferred to stock issuance costs within the condensed~~ 2025.

~~consolidated~~Accretion ~~balance~~of ~~sheet,~~asset ~~reducing~~retirement ~~the~~obligations ~~portion~~expense. ofFor ~~costs~~the ~~expensed.~~three ~~Other~~months ~~legal~~ended September 30, ~~consultancy~~2025, ~~and~~an ~~professional~~expense ~~fees~~for ~~remained~~

fairly consistent during the three months ended March 31, 2025.

Accretion of asset retirement obligations expense. For the three months ended March 31, 2025, an expense for

accretion of asset retirement obligations of $0.3 million was recognized. The recognition of such an expense was due to the

accretion of asset retirement obligation liabilities in relation to all EPs, inclusive of EPs 76, 98, 117, 136 and 161, as well

as the SPCF pad.

Exploration expense. For the three months ended ~~March~~September 3130, 2025, anthe exploration expense ~~for~~decreased ~~exploration~~by of $10.23 ~~million~~

~~expense~~million ~~was~~as ~~recognized~~compared ~~related~~ to ~~topographical~~the three months ended September 30, ~~geographical~~2024 ~~and~~as ~~geophysical~~the ~~studies.~~current period was heavily focused on the

~~LNG~~drilling ~~feasibility~~of ~~study~~SS-4H, ~~expense.~~SS-5H, ~~During~~and ~~the~~SS-6H, ~~three~~resulting ~~months~~in ~~ended~~a ~~March 31,~~larger ~~2025,~~portion ~~the~~of ~~Group~~costs ~~incurred~~capitalized ~~expenses~~and ofless costs incurred related to

~~$2.0~~topographical, ~~million~~geographical ~~related to certain studies~~ and ~~pre-front-end~~geophysical ~~engineering and design services related to the proposed NT LNG~~ studies.

Camp expense recoveries, net. For the three months ended September 30, 2025, expenses for the newly established

field camp of $1.6 million were recognized primarily related to mobilization expenses of the modular buildings and related

equipment to the site. These costs are offset by recoveries from external parties who utilize the camp.

LNG feasibility study expense. During the three months ended September 30, 2025, the Group incurred expenses of

$0.2 million related to certain studies and pre-front-end engineering and design services related to the proposed NT LNG

facility.

General and administrative. General and administrative costs increased by $0.82 million during the three months

ended ~~March~~September 3130, 2025, as compared to the three months ended ~~March~~September 3130, 2024, primarily as a result of increased ~~expenses~~

expenses related to headcount~~, travel, insurance, and office and administrative fees~~.

Interest income (expense), net. Interest income, net decreased by $01.21 million during the three months ended ~~March 31,~~

September 30, 2025, as compared to the three months ended ~~March~~September 3130, 2024, primarily due to ~~interest~~lower ~~received~~cash ~~from~~balances ~~term~~and ~~deposits using~~

~~IPO~~lower ~~proceeds~~interest ~~during~~rates for the period ended ~~March~~September 3130, ~~2024~~2025 ~~which~~and ~~did~~an ~~not~~increase ~~exist~~in ~~during~~interest ~~the~~expense ~~comparative~~related ~~period.~~to the Facility

~~Foreign~~Agreement ~~currency~~with ~~translation.~~Macquarie ~~For~~Bank ~~the~~Limited ~~three~~entered ~~months~~into ~~ended~~in ~~March 31,~~December ~~2025, we recognized a foreign currency~~ 2024.

~~translation~~Foreign ~~gain~~currency ~~of $1~~translation.5 ~~million,~~For ~~primarily due to~~ the ~~strengthening~~three ofmonths ~~the~~ended ~~Australian~~September 30, ~~Dollar~~2025, aswe ofrecognized ~~March~~a ~~31,~~foreign ~~2025,~~currency as

~~compared~~translation togain ~~December~~of 31$1.7 million, ~~2024.~~primarily Indue to the ~~three~~slight ~~months~~strengthening ~~ended~~of ~~March 31,~~the ~~2024,~~Australian weDollar ~~recognized~~as aof ~~foreign~~September ~~currency~~30, ~~translation~~2025,

~~loss~~as ofcompared ~~$12.2~~to ~~million~~June 30, ~~primarily~~2025. ~~due~~In to the ~~weakening~~three ofmonths ~~the~~ended ~~Australian Dollar as of March 31~~September 30, 2024, aswe ~~compared~~recognized toa foreign currency translation

~~December~~gain ~~31,~~of ~~2023~~$12.1 ~~Foreign~~million, ~~exchange~~primarily ~~gains~~due ~~and~~to ~~losses~~the ~~resulting~~significant ~~from~~strengthening of the ~~settlement~~Australian Dollar as of ~~foreign~~September ~~currency~~30, ~~transactions~~2024, ~~and~~as

~~from~~compared ~~the~~to ~~translation~~June at30, ~~fiscal~~2024. ~~year-end~~Foreign exchange ~~rates~~gains ofand ~~monetary~~losses ~~assets~~resulting ~~and~~from ~~liabilities~~the ~~denominated~~settlement inof foreign ~~currencies~~currency

~~are~~transactions ~~recognized~~and onfrom ~~our~~the ~~condensed~~translation ~~consolidated~~at ~~statement~~fiscal year-end exchange rates of ~~operations~~monetary assets and ~~comprehensive~~liabilities ~~loss.~~denominated in

foreign currencies are recognized on our condensed consolidated statement of operations and comprehensive loss.

Income tax expense. We have no income tax expense due to operating losses incurred for the three months ended

~~March~~September 3130, 2025, and 2024. We have provided a full valuation allowance on our net deferred tax asset because ~~management~~

management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax ~~assets during~~

assets during a foreseeable future period. Management will continue to assess the potential for realizing deferred tax assets ~~based upon~~

based upon income forecast data and the feasibility of future tax planning strategies and may record adjustments to the ~~valuation~~

valuation allowance against deferred tax assets in future periods, as appropriate, that could have a material impact on the ~~condensed~~

condensed consolidated statement of operations and comprehensive loss.

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Result of Operations for the Nine Months Ended March 31, 2025 and 2024

Revenue and other operating income. We have not yet commenced natural gas production; therefore, we did not

earn any revenue and other operating income during the nine months ended March 31, 2025 and 2024, respectively.

Compensation and benefits, including stock-based compensation. Compensation and benefits, including stock-

based compensation, increased by $2.6 million during the nine months ended March 31, 2025, as compared to the nine

months ended March 31, 2024, due primarily to the restricted stock units granted in August 2024 and increased headcount

as compared to the comparative period.

Consultancy, legal and professional fees. Consultancy, legal and professional fees decreased by $0.8 million

during the nine months ended March 31, 2025, as compared to the nine months ended March 31, 2024, primarily due to

professional fees related to implementation of the scheme of arrangement and IPO readiness incurred in the comparative

period in 2024 which did not recur in the nine months ended March 31, 2025.

Loss on remeasurement of assets classified as held for sale. The Group recognized a loss on assets classified as

held for sale amounting to $0.4 million during the nine months ended March 31, 2025, due to the write down of rig 403 to

the fair value less costs to sell. In contrast, a loss on assets classified as held for sale amounting to $0.03 million was

recognized during the nine months ended March 31, 2024, due to the sale of a smaller rig, rig 301.

Accretion of asset retirement obligations expense. For the nine months ended March 31, 2025, an expense for

accretion of asset retirement obligations of $0.8 million was recognized. The recognition of such an expense was due to the

accretion of asset retirement obligation liabilities in relation to all EPs, inclusive of EPs 76, 98, 117, 136 and 161, as well

as SPCF for the new well and related well pads drilled during the period. As the Group drilled two additional wells and

established the SPCF site during the nine months ended March 31, 2025, the expense for the current period has increased

marginally from that of the comparative period.

Exploration expense. Exploration expense increased by $0.7 million during the nine months ended March 31,

2025, as compared to nine months ended March 31, 2024, primarily due to increased activity for topographical,

geographical and geophysical studies and other indirect expenditure relating to the non-operated joint venture in the current

period.

LNG feasibility study expense. During the nine months ended March 31, 2025, the Group incurred expenses of

$5.2 million related to certain studies and pre-front-end engineering and design services related to the proposed NT LNG

facility.

Checkerboard fee. During the nine months ended March 31, 2025, the Group incurred an expense of $6.0 million

related to the satisfaction of certain payment obligations to DWE under the TB1 Joint Venture Agreement. This obligation

was satisfied through the issuance of common stock, subsequent to shareholder approval received in November 2024.

General and administrative. General and administrative costs increased by $2.0 million during the nine months

ended March 31, 2025, as compared to the nine months ended March 31, 2024, primarily as a result of increased expenses

related to insurance, headcount, travel, and other office and administrative fees.

Interest income, net. Interest income, net increased by $1.1 million during the nine months ended March 31, 2025,

as compared to the nine months ended March 31, 2024, primarily due to interest received from term deposits using IPO

proceeds during the period ended March 31, 2025, which did not exist during the comparative period.

Foreign currency translation. For the nine months ended March 31, 2025, we recognized a foreign currency

translation loss of $15.5 million, primarily due to the weakening of the Australian Dollar as of March 31, 2025, as

compared to July 1, 2024. In the nine months ended March 31, 2024, we recognized a foreign currency translation loss of

$3.9 million, primarily due to the weakening of the Australian Dollar as of March 31, 2024, as compared to July 1, 2023.

Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at

fiscal year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized on our

condensed consolidated statement of operations and comprehensive loss.

Income tax expense. We have no income tax expense due to operating losses incurred for the nine months ended

March 31, 2025, and 2024. We have provided a full valuation allowance on our net deferred tax asset because management

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has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during

a foreseeable future period. Management will continue to assess the potential for realizing deferred tax assets based upon

income forecast data and the feasibility of future tax planning strategies and may record adjustments to the valuation

allowance against deferred tax assets in future periods, as appropriate, that could have a material impact on the condensed

consolidated statement of operations and comprehensive loss.

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Liquidity and Capital Resources

We are a development stage enterprise and will continue to be so until commencement of substantial production from

~~from~~ our natural gas properties. We do not expect to generate any revenue from production until late 2026, at the earliest, which

~~which~~ will depend upon successful drilling results, additional and timely capital funding, negotiation of certain commercial

agreements and access to suitable infrastructure. Until then, our primary sources of liquidity are expected to be cash on

hand, ~~residual net proceeds from our IPO,~~ and funds from future private and public equity placements, debt funding and asset sales.

asset sales.

We expect to incur substantial expenses and generate significant operating losses as we continue to develop our

natural gas prospects and as we:

•complete our current appraisal drilling and testing program;

•develop and commercialize our assets, including the SPCF, the proposed NT LNG facility and other

infrastructure;

•opportunistically invest in additional natural gas assets adjacent to our current positions; and

•incur expenses related to operating as a public company and compliance with regulatory requirements.

Our future financial condition and liquidity will be impacted by, among other factors, the success of our exploration

~~exploration~~ and appraisal drilling program, the number of commercially viable natural gas discoveries made, the quantities of natural

~~of natural~~ gas discovered, the speed with which we can bring such discoveries to production, and the actual cost of exploration,

~~exploration,~~ appraisal and development of our prospects.

For the remainder of the fiscal year ending June 30, ~~2025~~2026, we estimate that we will need to invest approximately

$1343.04 million to progress our development plans. We expect ~~our~~the ~~existing~~proceeds ~~cash~~from onthe ~~hand~~public tooffering bereceived ~~sufficient~~in toOctober ~~fund our planned~~

~~flow~~2025, ~~testing~~together ofwith ~~SS-2H~~our ~~ST1~~existing ~~and~~cash on hand, to ~~progress~~be ~~SS-3H.~~sufficient ~~However,~~to wefund ~~may~~remaining ~~require~~drilling ~~significant~~costs ~~additional~~of ~~funds~~SS-4H, ~~earlier~~SS-5H ~~than~~and weSS-6H

~~currently~~and ~~expect~~to incarry ~~order~~out tostimulation ~~execute~~activities ~~our~~and ~~strategy~~flow astesting ~~planned~~of SS-5H. ~~Additional~~However, ~~funding~~we may ~~not~~require besignificant ~~available~~additional tofunds ~~us on acceptable~~

~~terms~~earlier orthan atwe ~~all.~~currently Inexpect ~~addition,~~in ~~the~~order ~~terms~~to ofexecute ~~any~~our ~~financing~~strategy ~~may~~as ~~adversely~~planned. ~~affect~~Additional ~~the~~funding ~~holdings~~may ornot ~~the~~be ~~rights~~available ofto ~~our~~us ~~stockholders.~~

~~For~~on ~~example~~acceptable terms or at all. In addition, ifthe weterms ~~raise~~of ~~additional~~any ~~funds~~financing bymay ~~issuing~~adversely ~~additional~~affect ~~equity~~the ~~securities,~~holdings ~~further~~or ~~dilution~~the torights of our ~~existing~~

stockholders. ~~will~~For ~~result.~~example, Ifif we ~~are~~raise ~~unable~~additional tofunds ~~obtain~~by ~~funding~~issuing onadditional aequity ~~timely basis~~securities, wefurther ~~may~~dilution ~~be required~~ to ~~significantly~~our ~~curtail~~

~~one~~existing orstockholders ~~more~~will ofresult. ~~our~~If ~~planned~~we ~~activities.~~are Weunable ~~also~~to ~~could~~obtain befunding ~~required~~on toa ~~seek~~timely ~~funds~~basis, ~~through~~we ~~arrangements~~may ~~with~~be ~~collaborators~~required orto significantly

~~others~~curtail ~~that~~one ~~may~~or ~~require~~more ~~us to relinquish rights to some~~ of our ~~assets~~planned ~~which~~activities. weWe ~~would~~also ~~otherwise~~could ~~develop~~be onrequired ~~our~~to ~~own,~~seek orfunds through arrangements with

acollaborators ~~majority~~or ~~working~~others ~~interest.~~that may require us to relinquish rights to some of our assets which we would otherwise develop on

our own, or with a majority working interest.

Cash and Cash Equivalents

The following table summarizes our key measures of liquidity for the periods indicated (in thousands).

	March 31,2025	June 30,2024
	September 30,2025	June 30,2025
Cash and cash equivalents	$2539,~~636~~557	$7439,~~746~~439

As of ~~March~~September 3130, 2025, we had $2539.6 million of cash and cash equivalents. This balance represents aan ~~decrease~~increase of

$490.1 million from June 30, ~~2024,~~2025. ~~due~~Cash tocalls ~~incoming~~received ~~funds~~throughout ~~from~~ the ~~greenshoe~~period ~~option~~and ~~exercised~~proceeds infrom ~~July~~our ~~2024,~~subscription ~~the~~agreements ~~sale of rig~~

~~403~~to ininstitutional ~~October~~investors ~~2024,~~received ~~R&D~~in ~~tax~~July ~~credits~~2025 ~~received~~were inprimarily ~~December~~offset ~~2024,~~by ~~and~~spending ~~cash~~from ~~calls~~operations ~~received~~on ~~throughout~~ the ~~period~~SS-4H, ~~which~~SS-5H ~~are~~and

~~offset~~SS-6H ~~primarily~~pilot bywells, ~~spending~~construction onof ~~operations on~~ the ~~SS-2H,~~SPCF ~~SS-2H~~facility ~~side track,~~ and ~~SS-3H~~other ~~pilot~~corporate ~~wells~~expenditure ~~during~~in the ~~nine~~fiscal ~~months~~period.

~~ended March 31, 2025.~~ 32

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Capital Commitments

We had the following five-year capital commitments as of the periods indicated (in thousands), which are not

recognized as liabilities or payables on the condensed consolidated balance sheet:

	March 31,2025	June 30,2024
	September 30,2025	June 30,2025
Capital commitments:
Sweetpea	$2123,~~972~~074	$23,~~283~~115
EP 161	$2,~~500~~314	$2,~~650~~302
Beetaloo Joint Venture	~~$70~~75,~~761~~779	~~$62~~75,~~642~~630
Midstream	$411,~~956~~960	$19,~~972~~056

Sweetpea

As of ~~March~~September 3130, 2025, the Company’s wholly owned subsidiary, Sweetpea committed to spend $2223.01 million

related to two licenses, EP 136 with total commitments of $13.39 million and EP 143 with total commitments of $89.72

million over the following five years.

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 $13.39 million.

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

~~total~~ minimum work program commitments remain the same at $89.72 million with activity and associated spend being transferred

~~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 approximately $2.53 million

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

Beetaloo Joint Venture

The terms of the Beetaloo Joint Venture necessitate specific minimum work obligations through May 2028. These

commitments include an expected spend of $7075.8 million related to drilling and multi-stage hydraulic fracturing of four

wells, 2D seismic survey, and subsurface studies, with expenditure across EP 76 of $10.26 million, EP 98 of $4953.6 million,

and EP 117 of $11.05 million. An application was submitted to DME on September 26, 2024 to vary the year 2 and 3 work

program, and is currently pending resolution.

Midstream

Committed spend for the SPCF project as of ~~March~~September 3130, 2025, was $512.0 million which was related to the ~~engineering,~~

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

inspection and commissioning of the facility ~~and major equipment procurement~~.

Other Commitments and Contingencies

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

~~each~~ a wholly owned subsidiary of the Company, as obligors, and Macquarie, as lender. The Facility Agreement provides TR

TR West with Facility A amounting to A$25~~,000,000~~.0 million in availability for performance bonds, and includes potential additional

~~additional~~ Facility B and Facility C each amounting to A$5~~,000,000~~.0 million. Availability under the Facility B and Facility C is subject,

~~subject,~~ among other conditions, to the Company raising additional capital in the amounts of at least A$62~~,500,000~~.5 million and A$75.0

~~A$75~~million,~~000,000,~~ respectively. All Facilities terminate on December 19, 2027. The obligations under the Facility Agreement are

~~are~~ unconditionally guaranteed on a senior secured basis by TR Ltd.

3533

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As of ~~March~~September 3130, 2025, there was A$~~7,684,129~~23.3 million of letters of credits issued under the Facility Agreement. As of

~~March~~September 3130, 2025 there was A$~~17,315,872~~1.7 million of unused credit under Facility A and A$10~~,000,000~~.0 million of unused credit under

Facility B and Facility C.

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Cash Flows

The following table summarizes our cash flows for the periods indicated (in thousands):

	Nine months ended March 31,
	Three months ended September 30,
	2025	2024
Statement of Cash Flows:
Net cash used in operating activities	$(2313,~~205~~799)	$(104,~~494~~154)
Net cash used in investing activities	(7328,~~681~~434)	(4514,~~362~~496)
Net cash from financing activities	48$37,~~344~~937	76$16,~~145~~744

Net Cash Used in Operating Activities

For the ~~nine~~three months ended ~~March~~September 3130, 2025, net cash used in operating activities was $2313.28 million, during which

we incurred a net loss of $309.41 million, compared to net cash used in operating activities for the ~~nine~~three months ended

~~March~~September 3130, 2024 of $104.52 million, during which we incurred a net loss of $136.98 million. The net loss for the ~~nine~~three months

ended ~~March~~September 3130, 2025, included the non-cash impacts of depreciation and amortization, stock-based compensation, ~~loss on~~

~~remeasurement~~performance ofbond ~~assets~~facility ~~classified as held for sale~~fees, accretion of asset retirement obligations, interest expense, ~~checkerboard~~and foreign exchange

~~fee and foreign exchange~~ differences. Additionally, in the ~~nine~~three months ended ~~March~~September 3130, 2025, net unfavorable changes in operating assets and

~~operating assets and~~ liabilities totaled $4.6.4 million, primarily consisting of a $31.92 million decrease in accounts payable and accrued expenses

~~accrued expenses~~ due to timing of our pay cycle during the fiscal period, a $04.65 million increase in trade and other receivables and a $0.7

~~receivables and a $0.2~~ million increase in prepaid expenses and other assets.

Net Cash Used in Investing Activities

For the ~~nine~~three months ended ~~March~~September 3130, 2025, net cash used in investing activities was $7328.74 million compared to

$4514.45 million for the ~~nine~~three months ended ~~March~~September 3130, 2024. In the period ended ~~March~~September 3130, 2025, there was spend on

exploration and evaluation activities of $7419.19 million in connection with the drilling of the ~~SS2~~SS-H4H, SS-2H5H ~~ST1~~ and SS-3H6H pilot

~~pilot~~ wells, expenditure of $117.56 million of spend related to ~~the~~SPCF ~~detailed design~~ and ~~procurement~~$0.9 ofmillion ~~long~~related ~~lead~~to ~~items~~interest ~~for~~on ~~the~~financing ~~SPCF,~~lease

~~partially offset by proceeds from the sale of assets held for sale of $8~~liabilities.~~0 million for rig 403 and R&D tax credits of $6.2~~

million.

Net Cash from Financing Activities

For the ~~nine~~three months ended ~~March~~September 3130, 2025, net cash received in financing activities was $4837.39 million ~~compared~~

compared to $7616.17 million received for the ~~nine~~three months ended ~~March~~September 3130, 2024. The ~~decrease~~increase was primarily due ~~proceeds from the~~

proceeds from the issuance of common stock of $7311.10 ~~millions~~million that occurred in the ~~comparative~~current period, ~~which~~compared ~~didn't~~to ~~occur~~$7.4 ~~during~~million ~~the nine~~

~~months~~in ~~ended~~gross ~~March 31,~~proceeds ~~2025,~~from ~~partially~~the ~~offset~~greenshoe byoption ~~the~~exercised ~~receipt~~in ofJuly 2024, $729.40 million inattributable ~~gross~~to ~~proceeds~~contributions from ~~the greenshoe option~~

~~exercised~~noncontrolling ininterest ~~July~~holders ~~2024~~to ~~and~~fund ~~$48.5~~their ~~million~~share ~~attributable~~of tocash ~~contributions~~calls, ~~from~~$1.9 ~~noncontrolling~~million ~~interest~~of ~~holders~~advance tocontributions ~~fund~~received ~~their~~from

~~share~~noncontrolling ofinterest ~~cash~~holders, ~~calls~~partially offset by common stock issuance transaction costs of $0.6 million, repayments of

finance lease liabilities of $3.1 million and $0.3 million related to the payment of performance bond facility establishment

fees.

Critical Accounting Estimates

Management’s discussion and analysis of our financial condition and results of operations are based upon our

condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of

our financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the

reported amounts of certain assets, liabilities and related disclosure of contingent assets and liabilities at the date of the

financial statements and the reported amounts of revenues and expenses during the reporting period. The following critical

accounting policies relate to the more significant estimates and assumptions used in preparing the consolidated financial

statements.

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The impact of, and any associated risks related to, estimates and assumptions are discussed within Management’s

Discussion and Analysis of Financial Condition and Results of Operations, as well as in the Notes to the Condensed

Consolidated Financial Statements, if applicable, where estimates and assumptions affect the Company’s reported and

expected financial results.

37There have been no other material changes in critical accounting estimates at September 30, 2025 from those

described in the Company’s Annual Report on Form 10-K for the year ended June 30, 2025.

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There have been no other material changes in critical accounting estimates at March 31, 2025 from those

described in the Company’s Annual Report on Form 10-K for the year ended June 30, 2024.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not required.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of ~~March~~September 3130, 2025, our principal executive officer and principal financial officer concluded that we did

not maintain effective internal control over financial reporting due to the material weakness that was disclosed in our

Annual Report on Form 10-K for the ~~year~~years ended June 30, 2025 and June 30, 2024.

As discussed in Part II, Item 9A, “Controls and Procedures” in our Annual Report on Form 10-K for the year

~~year~~ ended June 30, 2025 and June 30, 2024, we identified the following deficiencies in our internal control over ~~financial reporting,~~

financial reporting, which in the aggregate, constituted a material weakness:

i) lack of sufficient evidence retained of the performance of internal controls,

ii) insufficient resources in key accounting and finance roles leading to inadequate segregation of duties,

iii) lack of manage access and manage change IT general controls over the cloud-based enterprise resource

planning system, and

iv) accounting for complex transactions in accordance with U.S. GAAP., which in the aggregate constitute a

material weakness

Status of Remediation Efforts

In response to the material weakness identified and described above, our management, with the oversight of

the Audit & Risk Management Committee of our Board of Directors, will continue to dedicate significant efforts and

resources to further improve our control environment and to take steps to remediate this material weakness. As part

of our plan to address this material weakness, wea ~~are~~remediation ~~performing~~plan ahas ~~full~~been ~~review,~~initiated ~~with~~and the ~~assistance~~Company ofhas ~~external~~engaged an

~~consultants,~~internal audit firm to assist with the documentation of our processes and internal controls. Weand ~~have~~we ~~implemented~~will aalso ~~new~~provide ~~enterprise resource planning system~~

training to ~~better~~control ~~support~~owners, ~~our~~supported ~~financial~~by ~~reporting~~external ~~and~~consultants, ~~internal~~as ~~control~~appropriate, ~~framework.~~in Wesupport ~~have~~of ~~implemented,~~an ~~and~~effective ~~plan~~internal ~~to continue~~

tocontrol ~~implement~~framework, ~~new~~including ~~controls~~how ~~and~~to ~~processes.~~sufficiently Wedocument ~~will~~and ~~also~~evidence ~~provide~~the ~~training~~operation toof ~~control~~internal ~~owners,~~controls. ~~supported~~We byhave ~~external~~

~~consultants,~~also ashired ~~appropriate,~~a inVice ~~support~~President of anInformation ~~effective~~Technology ~~internal~~and ~~control~~a ~~framework,~~Financial ~~including~~Reporting ~~how~~Manager towith ~~sufficiently~~extensive

~~document~~knowledge ~~and~~in ~~evidence~~their ~~the~~respective ~~operation~~fields ofto ~~internal~~assist ~~controls.~~in Wethe ~~have~~remediation ~~also~~of ~~hired~~the aabove ~~Vice~~control ~~President~~deficiencies. ofWe ~~Information~~will continue

~~Technology~~to ~~and~~hire aaccounting ~~Financial~~and ~~Reporting~~finance ~~Manager~~personnel, ~~with~~or ~~extensive~~engage ~~knowledge~~technical inspecialists, ~~their~~who ~~respective~~possess ~~fields~~the torequired ~~assist~~technical ~~in the~~

~~remediation~~knowledge ofto ~~the~~ensure ~~above~~reporting ~~control~~requirements ~~deficiencies.~~are Wemet ~~will~~and ~~continue~~segregation toof ~~hire~~duties ~~accounting~~are ~~and~~maintained. ~~finance~~The ~~personnel,~~material ~~or engage~~

~~technical~~weakness ~~specialists,~~cannot ~~who~~be ~~possess~~considered ~~the~~remediated ~~required~~until ~~technical~~the ~~knowledge~~newly todesigned ~~ensure~~control ~~reporting~~activity ~~requirements~~operates ~~are~~for ~~met~~a ~~and~~sufficient period

~~segregation~~ of ~~duties~~time ~~are~~and ~~maintained~~management has concluded, through testing, that the control is operating effectively.

While we have begun implementing a plan to remediate this material weakness, we cannot predict the success

~~success~~ of such plan or the outcome of our assessment of this plan at this time. If our steps are insufficient to successfully

~~successfully~~ remediate the material weakness and otherwise establish and maintain an effective system of internal control over

~~control over~~ financial reporting, the reliability of our financial reporting, investor confidence in us, and the value of our common

~~our common~~ stock could be materially and adversely affected. We can give no assurance that the implementation of this plan will

~~this plan will~~ remediate this deficiency in internal control or that additional material weaknesses in our internal control over

~~control over~~ financial reporting will not be identified in the future. Our failure to implement and maintain effective internal

~~internal~~ control over financial reporting could result in errors in our financial statements that could result in a restatement of

~~restatement of~~ our financial statements, or cause us to fail to meet our periodic reporting obligations. For as long as we are an

~~we are an~~ “emerging growth company” under the JOBS Act, our independent registered public accounting firm will not be

~~not be~~ required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404.

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Changes in Internal Control Over Financial Reporting

Except for the implementation of our remediation plans in connection with our ineffective disclosure controls

~~controls~~ and procedures described above, there were no changes in the Company’s internal control over financial reporting

~~reporting~~ (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) during the quarter ended September 30,

~~March 31,~~ 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial

~~financial~~ reporting.

4037

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Part II - Other Information

Item 1. Legal Proceedings

Other than given as below, as of the date of this report, we are not a party to any material pending legal proceedings,

~~proceedings,~~ nor are we aware of any material civil proceeding or government authority contemplating any legal proceeding, and to our

~~proceeding, and to our~~ knowledge, no such proceedings by or against us have been threatened. We anticipate that we and our subsidiaries may

~~our subsidiaries may~~ from time to time in the future become subject to claims and legal proceedings arising in the ordinary course of business. It

~~course of business. It~~ is not feasible to predict the outcome of any such proceedings, and we cannot assure you that their ultimate disposition will

~~ultimate disposition will~~ not have a materially adverse effect on our business, financial condition, cash flows or results of operations.

operations.

On July 4, 2024, the Environment Centre Northern Territory (“ECNT”) lodged an Originating Application in the

Northern Territory Civil and Administrative Appeals Tribunal (“NTCAT”) for a merits review of the Minister for

Environment, Climate Change and Water Security’s (“Minister’s”) approval of TB1 Operator’s Shenandoah South

Exploration & Appraisal Program EP98 and EP117 Environment Management Plan (“Shenandoah EMP”) (“NTCAT

Merits Review”). On August 20, 2024, the TB1 Operator was added as a respondent to the NTCAT Merits Review. The

NTCAT Merits Review commenced by ECNT under the Petroleum Act 1984 (NT) and the Petroleum (Environment)

Regulations 2016 (NT). ECNT are seeking an order that the Minister’s Original Decision is set aside and substituted with a

decision that the Tribunal Member is not satisfied the information provided in the Shenandoah EMP is sufficiently

compliant with the Petroleum (Environment) Regulations 2016 (NT), including in relation to: (a) risks of wastewater spills

and (b) risks in relation to inter-aquifer connectivity and an order that the Shenandoah EMP should be referred to the NT

EPA for an independent assessment or, in the alternative, an order that varies the Minister’s original decision and

establishes conditions in the Shenandoah EMP. On August 25, 2025, the NTCAT granted leave for the substantive

proceedings to be withdrawn by the ECNT. This followed the dismissal of the ECNT’s stay application, with the NTCAT

handing down its reason for dismissing the application on November 27, 2024 and the dismissal of the ECNT’s application

to issue summonses and admit further expert reports, with the NTCAT handing down its reasons for dismissing the

application on July 15, 2025.

On December 6, 2024, Lock the Gate Alliance Ltd (“Lock the Gate”) lodged an Originating Application in the

Federal Court of Australia seeking an injunction under s475(2) of the Environment Protection and Biodiversity

Conservation Act 1999 (Cth) (“EPBC Act”), to restrain TB1 Operator from conducting the Shenandoah South Pilot Project

and a declaration under s 21 of the Federal Court of Australia Act 1976 (Cth) that the Shenandoah South Pilot Project is an

action which involves unconventional gas development and is likely to have a significant impact on a water resource within

the meaning of ss 24D and 24E of the EPBC Act (the “Originating Application”). The Originating Application was ~~listed~~heard

~~for hearing~~ in the Federal Court of Australia onfrom June 23 ~~and~~to June 2426, 2025, and August 14, 2025, before Owens J. who reserved

Judgment.

Item 1A. Risk Factors

There have been no material changes in risk factors for the quarterly period ended ~~March~~September 3130, 2025 from those

described in the Company’s Annual Report on Form 10-K for the year ended June 30, ~~2024~~2025.

Risks Related to the Pending Falcon Acquisition

The market price for our common stock and CDIs following the closing of the Falcon Acquisition may be affected by

factors different from those that historically have affected or currently affect our common stock and CDIs.

Our financial position may differ from our financial position before the completion of the Falcon Acquisition, and the

results of operations of the combined company may be affected by some factors that are different from those currently

affecting our results of operations. Accordingly, the market price and performance of our common stock and CDIs is likely

to be different from the performance of our common stock and CDIs in the absence of the Falcon Acquisition. In addition,

general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, our common

stock and CDIs, regardless of our actual operating performance.

Our existing stockholders will have reduced ownership in the combined company following consummation of the

Falcon Acquisition.

Immediately following consummation of the Falcon Acquisition, based on the number of shares of common stock

outstanding as of the date of the Arrangement Agreement and the issuance of the Stock Consideration as contemplated by

the Arrangement Agreement, our existing stockholders would own approximately 73% of the outstanding shares of the

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combined company and Falcon’s existing stockholders would own approximately 27% of the outstanding shares of the

combined company. As a result, our current stockholders will have less influence on the policies of the combined company

than they currently have on our policies.

We may not consummate the Falcon Acquisition.

We may not consummate the Falcon Acquisition, which is subject to the satisfaction of closing conditions. These

conditions include, but are not limited to, (a) the approval of the Falcon Acquisition by at least 66 2⁄3% of the votes cast by

Falcon shareholders and, if required by applicable Canadian securities laws, a simple majority of the votes cast by Falcon

shareholders, excluding Falcon common shares held by persons required to be excluded under such laws, at a meeting of

Falcon shareholders, (b) the approval of the issuance of the Stock Consideration by a majority of the votes cast by our

stockholders at a meeting of our stockholders, (c) the approval of the Falcon Acquisition by the Supreme Court of British

Columbia on terms consistent with the Arrangement Agreement and otherwise reasonably satisfactory to the parties, (d) the

authorization for listing of the Stock Consideration on the NYSE and (e) the absence of any law or order enjoining,

restricting or prohibiting the consummation of the transactions contemplated by the Falcon Acquisition. Neither we nor

Falcon can predict when, or if, these conditions will be satisfied. If any of these conditions are not satisfied or waived prior

to the outside date, it is possible that the Falcon Acquisition may be terminated. Although we have agreed with Falcon to

use reasonable best efforts, subject to certain limitations, to promptly complete the Falcon Acquisition, these and other

conditions to the completion of the Falcon Acquisition may fail to be satisfied. In addition, satisfying the conditions to and

completion of the Falcon Acquisition may take longer, and could cost more, and require additional borrowings, than we

currently expect. There can be no assurance that such conditions will be satisfied or that the Falcon Acquisition will be

consummated on the terms currently contemplated or at all. If additional borrowings are required to consummate the

Falcon Acquisition, our total debt and leverage will be greater than currently anticipated.

Failure to complete the Falcon Acquisition could negatively impact our stock price and have a material adverse effect

on our results of operations, cash flows and financial position.

If the Falcon Acquisition is not completed for any reason, including as a result of failure to obtain all requisite

regulatory approvals or Falcon’s stockholders fail to approve the applicable requisite proposals, we may be materially and

adversely affected and, without realizing any of the benefits of having completed the Falcon Acquisition, we would be

subject to a number of risks, including the following:

•we may experience negative reactions from the financial markets, including negative impacts on our stock price;

•we may experience negative reactions from our customers, distributors, suppliers, vendors, landlords, joint venture

partners and other business partners;

•we will still be required to pay certain significant costs relating to the Falcon Acquisition, such as legal,

accounting, financial advisor and printing fees;

•Falcon may be entitled to receive a termination fee of $3,750,000 pursuant to the Arrangement Agreement;

•the Arrangement Agreement places certain restrictions on our conduct pursuant to the terms thereof, which may

delay or prevent us from undertaking business opportunities that, absent the Arrangement Agreement, may have

been pursued;

•matters relating to the Falcon Acquisition (including integration planning) require substantial commitments of

time and resources by our management, which may have resulted in the distraction of our management from

ongoing business operations and pursuing other opportunities that could have been beneficial to us; and

•litigation related to any failure to complete the Falcon Acquisition or related to any enforcement proceeding

commenced against us to perform our obligations pursuant to the Arrangement Agreement.

If the Falcon Acquisition is not completed, the risks described above may materialize and they may have a material

adverse effect on our results of operations, cash flows, financial position and stock price.

The combined company following the Falcon Acquisition may be unable to integrate the business of the Company and

Falcon successfully or realize the anticipated benefits of the Falcon Acquisition.

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The Falcon Acquisition involves the combination of two companies that currently operate as independent companies.

The combination of two independent businesses is complex, costly and time consuming, and we will be required to devote

significant management attention and resources to integrating the business practices and operations of Falcon into ours.

Potential difficulties that we may encounter as part of the integration process include the following:

•the inability to successfully combine our business and Falcon’s in a manner that permits the combined company to

achieve, on a timely basis, or at all, the enhanced revenue opportunities and cost savings and other benefits

anticipated to result from the Falcon Acquisition;

•complexities associated with managing the combined businesses, including difficulty addressing possible

differences in operational philosophies and the challenge of integrating complex systems, technology, networks

and other assets of each of the companies in a seamless manner that minimizes any adverse impact on customers,

suppliers, employees and other constituencies;

•the inability to retain the service of key management and other key personnel;

•the assumption of contractual obligations with less favorable or more restrictive terms; and

•potential unknown liabilities and unforeseen increased expenses or delays associated with the Falcon Acquisition.

In addition, we and Falcon have operated and, until the completion of the Falcon Acquisition, will continue to

operate, independently. It is possible that the integration process could result in:

•diversion of the attention of each company’s management; and

•the disruption of, or the loss of momentum in, each company’s ongoing businesses or inconsistencies in standards,

controls, procedures and policies.

Any of these issues could adversely affect each company’s ability to maintain relationships with customers, suppliers,

employees and other constituencies or achieve the anticipated benefits of the Falcon Acquisition or could reduce each

company’s earnings or otherwise adversely affect the business and financial results of the combined company following

the Falcon Acquisition.

Securities class action and derivative lawsuits may be brought against us in connection with the Falcon Acquisition,

which could result in substantial costs.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered

into acquisition, merger or other business combination agreements. Even if such a lawsuit is without merit, defending

against these claims can result in substantial costs and divert management time and resources. An adverse judgment could

result in monetary damages, which could have a negative impact on our liquidity and financial condition.

The synergies attributable to the Falcon Acquisition may vary from expectations.

The combined company may fail to realize the anticipated benefits and synergies expected from the Falcon

Acquisition, which could adversely affect the combined company’s business, financial condition and results of operations.

The success of the Falcon Acquisition will depend, in significant part, on the combined company’s ability to successfully

integrate the acquired business, grow the revenue of the combined company and realize the anticipated strategic benefits

and synergies from the combination. We believe that the combination of the companies will provide operational and

financial scale, and enhancing the combined company’s corporate rate of return. However, achieving these goals requires,

among other things, realization of the targeted cost synergies expected from the Falcon Acquisition. This growth and the

anticipated benefits of the transaction may not be realized fully or at all, or may take longer to realize than expected. Actual

operating, technological, strategic and revenue opportunities, if achieved at all, may be less significant than expected or

may take longer to achieve than anticipated. If the combined company is not able to achieve these objectives and realize the

anticipated benefits and synergies expected from the Falcon Acquisition within the anticipated timing or at all, the

combined company’s business, financial condition and results of operations may be adversely affected.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~There has been no material change in the planned use of proceeds from the description included on Form S-1 (File~~ 40

~~No.~~Table ~~333-279119),~~of ~~as amended, declared effective by the SEC on June 26, 2024.~~Contents

No shares of the Company’s common stock were repurchased during the three months ended ~~March~~September 3130, 2025.

Item 5. Other Information

During the three months ended ~~March~~September 3130, 2025, no director or officer of the Company adopted or terminated a

“Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of

Regulation S-K.

Entry into a Material Definitive Agreement

Subscription Agreements

On May 12, 2025, the Company entered into subscription agreements (the “Subscription Agreements”) with

certain investors (the “Investors”), pursuant to which, among other things, the Investors agreed to subscribe for and

purchase from the Company, and the Company agreed to issue and sell to the Investors, an aggregate of approximately

3.1 million newly issued shares of the Company’s common stock, par value $0.001 (“Common Stock”), for an aggregate

purchase price of approximately $55 million, on the terms and subject to the conditions set forth therein (the “Offering”).

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Of the Offering, $44 million is expected to close on May 16, 2025, subject to the satisfaction of customary closing

conditions. The closing of the remaining $11 million is subject to approval by Tamboran’s shareholders and the satisfaction

of other customary closing conditions.

Filing Compare · Tamboran Resources Corp