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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 10-Q

_________________________

(Mark One)


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

For the quarterly period ended March 31, 2026


☐	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,

2026 was 28,318,909.

Table of Contents


Cautionary Note Regarding Forward-looking statements	4
Part I - Financial Information	6
Item 1. Financial Statements	6
Condensed Consolidated Balance Sheets	7
Condensed Consolidated Statements of Operations and Comprehensive Loss	8
Condensed Consolidated Statements of Stockholders’ Equity	9
Condensed Consolidated Statements of Cash Flows	11
Notes to the Condensed Consolidated Financial Statements	12
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3. Quantitative and Qualitative Disclosures About Market Risk	43
Item 4. Controls and Procedures	43
Part II - Other Information	46
Item 1. Legal Proceedings	46
Item 1A. Risk Factors	46
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	53
Item 3. Defaults Upon Senior Securities	53
Item 4. Mine Safety Disclosures	53
Item 5. Other Information	53
Item 6. Exhibits	54
Signatures	55

Table of Contents

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

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

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

business plan, which we may be unable to raise on acceptable terms; risks related to the Falcon Acquisition (as defined

below), including the risk that Tamboran and Falcon (as defined below) are expected to incur significant transaction costs

in connection with the Falcon Acquisition, potential litigation related to the Falcon Acquisition, the risk that the combined

company may be unable to realize the anticipated benefits of the Falcon Acquisition and the risk that the Falcon

Acquisition may result in a loss of joint venture partners and other business partners and may result in the termination of

existing contracts; 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; our inability

to make accretive acquisitions or successfully integrate acquired businesses or assets, including in connection with the

Falcon Acquisition; the substantial doubt raised by our recurring operational losses, negative cash flows, and cumulative

net losses about our ability to continue as a going concern; complex laws and regulations that could affect our operational

costs and feasibility or lead to significant liabilities; community opposition that could result in costly delays and impede

our ability to obtain necessary government approvals; exploration and development activities in the Beetaloo that may lead

to legal disputes, operational disruptions, and reputational damage due to native title and heritage issues; the requirement to

produce natural gas on a Scope 1 net zero basis upon commencement of commercial production, with internal goals for

operational net zero, which may increase our production costs; the increased attention to environmental, social and

governance (“ESG”) matters and environmental conservation measures that could adversely impact our business

operations; risks related to our corporate structure; risks related to our common stock and CHESS Depository Interests

(“CDIs”); and the other risk factors discussed in 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

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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.

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Part I - Financial Information

Item 1. Financial Statements.

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

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

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

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

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

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

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

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

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

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TAMBORAN RESOURCES CORPORATION

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


		(Unaudited)
	Note	March 31, 2026	June 30, 2025
ASSETS
Current assets
Cash and cash equivalents		$88,151	$39,439
Restricted cash		13,766	5,722
Trade and other receivables:		—
Joint interest billings	2	3,888	8,191
ATO receivable		2,711	1,219
Other receivables		227	222
Prepaid expenses and other current assets		9,363	1,903
Total current assets		118,106	56,696
Natural gas properties, successful efforts method:
Unproved properties	3	465,020	342,314
Assets under construction - natural gas equipment	3	61,200	24,441
Property, plant and equipment, net	3	601	308
Operating lease right-of-use assets	4	3,275	1,549
Finance lease right-of-use assets	4	15,081	16,544
Prepaid expenses and other non-current assets		8,779	4,610
Total non-current assets		553,956	389,766
TOTAL ASSETS		$672,062	$446,462

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	5	$42,829	$20,457
Advance against joint interest billings	2	—	450
Current portion of operating lease obligations	4	2,491	391
Current portion of finance lease obligations	4	13,776	15,307
Total current liabilities		59,096	36,605
Operating lease obligations	4	874	1,175
Finance lease obligations	4	9,049	9,523
Asset retirement obligations	7	11,053	9,649
Long-term debt, net	6	44,575	—
Other non-current liabilities		837	57
Total non-current liabilities		66,388	20,404
Total liabilities		125,484	57,009
Commitments and contingencies (Note 12)
Stockholders’ equity
Common stock, $0.001 par value, 10,000,000,000 authorized; 22,667,289 and 16,717,289 issued and outstanding at March 31, 2026 and June 30, 2025, respectively		23	17
Additional paid-in capital		575,473	464,407
Accumulated other comprehensive income (loss)		11,541	(9,421)
Accumulated deficit		(191,483)	(167,281)
Total Tamboran Resources Corporation stockholders’ equity		395,554	287,722
Noncontrolling interest		151,024	101,730
Total stockholders’ equity		546,578	389,452
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$672,062	$446,462

The accompanying notes are an integral part of these condensed financial statements. Certain amounts may not

add up or recalculate due to rounding.

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TAMBORAN RESOURCES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

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


		Three months ended March 31,		Nine months ended March 31,
	Note	2026	2025	2026	2025
Revenue and other operating income		$—	$—	$—	$—
Operating costs and expenses
Compensation and benefits, including stock-based compensation		(3,638)	(2,430)	(8,953)	(6,332)
Consultancy, legal and professional fees		(1,562)	(1,420)	(4,295)	(4,104)
Depreciation and amortization		(2)	(23)	(5)	(85)
Loss on remeasurement of assets classified as held for sale		—	—	—	(376)
Accretion of asset retirement obligations	7	(327)	(275)	(908)	(774)
Exploration expense		(670)	(1,201)	(1,778)	(3,684)
Camp (expense) recoveries, net		(626)	—	(3,280)	—
LNG feasibility study expense		(31)	(1,978)	(357)	(5,211)
Checkerboard fee		—	—	—	(5,950)
General and administrative		(1,516)	(1,474)	(4,803)	(4,278)
Total operating costs and expenses		(8,372)	(8,801)	(24,379)	(30,794)

Loss from operations		(8,372)	(8,801)	(24,379)	(30,794)
Other income (expense)
Interest income (expense), net		658	51	591	1,553
Foreign exchange gain (loss), net		(2,901)	142	(3,444)	(1,340)
Other income (expense), net		—	435	—	153
Total other income (expense)		(2,243)	628	(2,853)	366

Net loss		(10,615)	(8,173)	(27,232)	(30,428)
Less: Net loss attributable to noncontrolling interest		(1,208)	(1,516)	(3,029)	(3,710)
Net loss attributable to Tamboran Resources Corporation stockholders		$(9,407)	$(6,657)	$(24,203)	$(26,718)

Comprehensive income (loss)
Net loss		$(10,615)	$(8,173)	$(27,232)	$(30,428)
Other comprehensive income (loss)
Foreign currency translation		15,536	1,477	24,030	(15,532)
Total comprehensive income (loss)		4,921	(6,696)	(3,202)	(45,960)
Less: Total comprehensive income (loss) attributable to noncontrolling interest		987	(943)	38	(5,735)
Total comprehensive income (loss) attributable to Tamboran Resources Corporation stockholders		$3,934	$(5,753)	$(3,240)	$(40,225)

Net loss per common stock
Basic and diluted	11	$(0.420)	$(0.458)	$(1.211)	$(1.864)
Weighted average number of common stock outstanding
Basic and diluted	11	22,397,089	14,536,774	19,989,564	14,336,033

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

amounts may not add up or recalculate due to rounding.

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TAMBORAN RESOURCES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(In thousands)


	Common stock	Additional paid-in capital	Accumulated other comprehensive income (loss)	Accumulated deficit	Total Tamboran Resources stockholders’ equity	Noncontrolling interest	Total stockholders’ equity
Balance at July 1, 2024	$14	$404,594	$(11,513)	$(130,380)	$262,715	$44,971	$307,686
Issuance of common stock under greenshoe option, net of issuance cost	—	6,931	—	—	6,931	—	6,931
Contributions from noncontrolling interest holders	—	—	—	—	—	5,903	5,903
Stock-based compensation	—	1,129	—	—	1,129	—	1,129
Foreign exchange translation	—	—	10,721	—	10,721	1,427	12,148
Net loss	—	—	—	(5,895)	(5,895)	(861)	(6,756)
Balance at September 30, 2024	$14	$412,654	$(792)	$(136,274)	$275,602	$51,439	$327,041
Issuance of common stock as checkerboard fee	—	5,950	—	—	5,950	—	5,950
Contributions from noncontrolling interest holders	—	—	—	—	—	19,089	19,089
Stock-based compensation	—	1,627	—	—	1,627	—	1,627
Foreign exchange translation	—	—	(25,133)	—	(25,133)	(4,025)	(29,158)
Net loss	—	—	—	(14,167)	(14,167)	(1,333)	(15,500)
Balance at December 31, 2024	$15	$420,231	$(25,925)	$(150,441)	$243,879	$65,170	$309,049
Contributions from noncontrolling interest holders	—	—	—	—	—	21,262	21,262
Stock-based compensation	—	1,719	—	—	1,719	—	1,719
Foreign exchange translation	—	—	905	—	905	572	1,477
Net loss	—	—	—	(6,657)	(6,657)	(1,516)	(8,173)
Balance at March 31, 2025	$15	$421,950	$(25,020)	$(157,098)	$239,846	$85,488	$325,334

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

may not add up or recalculate due to rounding.

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TAMBORAN RESOURCES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(In thousands)


	Common stock	Additional paid-in capital	Accumulated other comprehensive income (loss)	Accumulated deficit	Total Tamboran Resources stockholders’ equity	Noncontrolling interest	Total stockholders’ equity
Balance at July 1, 2025	$17	$464,407	$(9,421)	$(167,281)	$287,722	$101,730	$389,452
Issuance of common stock, net of issuance cost	1	13,127	—	—	13,128	—	13,128
Contributions from noncontrolling interest holders	—	—	—	—	—	19,490	19,490
Stock-based compensation	—	621	—	—	621	—	621
Foreign exchange translation	—	—	1,861	—	1,861	(124)	1,738
Net loss	—	—	—	(8,182)	(8,182)	(879)	(9,061)
Balance at September 30, 2025	$18	$478,155	$(7,560)	$(175,463)	$295,150	$120,218	$415,369
Issuance of common stock, net of issuance cost	3	63,511	—	—	63,514	—	63,514
Contributions from noncontrolling interest holders	—	—	—	—	—	11,625	11,625
Stock-based compensation	—	1,045	—	—	1,045	—	1,045
Foreign exchange translation	—	—	5,759	—	5,759	997	6,756
Net loss	—	—	—	(6,613)	(6,613)	(943)	(7,556)
Balance at December 31, 2025	$21	$542,711	$(1,801)	$(182,076)	$358,855	$131,897	$490,752
Issuance of common stock, net of issuance cost	2	31,297		—	31,299	—	31,299
Contributions from noncontrolling interest holders	—	—	—	—	—	18,141	18,141
Stock-based compensation	—	1,465	—	—	1,465	—	1,465
Foreign exchange translation	—	—	13,342	—	13,342	2,194	15,536
Net loss	—	—	—	(9,407)	(9,407)	(1,208)	(10,615)
Balance at March 31, 2026	$23	$575,473	$11,541	$(191,483)	$395,554	$151,024	$546,578

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

may not add up or recalculate due to rounding.

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TAMBORAN RESOURCES CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF

CASH FLOWS (UNAUDITED) (In thousands)


	Nine months ended March 31,
	2026	2025
Cash flows from operating activities:
Net loss	$(27,232)	$(30,428)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	5	85
Stock-based compensation	2,634	3,028
Foreign exchange (gain) loss, net	3,444	1,340
Performance bonds facility fee	1,717	—
Loss on remeasurement of assets classified as held for sale	—	376
Accretion of asset retirement obligations	908	774
Checkerboard fee	—	5,950
Accrued interest income	(100)	—
Interest expense	151	317
Changes in operating assets and liabilities:
Trade and other receivables	(3,587)	(566)
Prepaid expenses and other assets	(1,523)	(164)
Accounts payable and accrued expenses	(4,234)	(3,900)
Other non-current liabilities	780	(17)
Net cash used in operating activities	(27,037)	(23,205)
Cash flows from investing activities:
Payments for property, plant and equipment	(258)	(231)
Payments for exploration and evaluation	(79,739)	(74,078)
Payments for assets under construction	(24,384)	(11,511)
Payments of third party costs for proposed Falcon Acquisition	(3,040)	—
Proceeds from sale of assets held for sale	—	7,990
Payment of interest on borrowings	(2,940)	—
Payment of interest on finance lease liabilities	(2,552)	(2,020)
Proceeds from government grants for exploration	120	6,169
Net cash used in investing activities	(112,793)	(73,681)
Cash flows from financing activities:
Proceeds from issue of common stock	110,368	—
Proceeds from issue of shares under greenshoe option	—	7,410
Contributions received from noncontrolling interest holders	55,396	48,457
Common stock issue transaction costs	(5,207)	(479)
Payment of performance bond facility establishment fee	(271)	(536)
Proceeds from borrowings	43,997	—
Payment of debt issuance costs	(3,329)	—
Repayment of lease liabilities	(6,906)	(6,508)
Net cash from financing activities	194,048	48,344
Net (decrease) increase in cash and cash equivalents and restricted cash	54,217	(48,542)
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	2,539	(569)
Cash and cash equivalents and restricted cash at the end of period	$101,917	$25,635
Supplemental cash flow information:
Non-cash investing and financing activities:
Accrued capital expenditure	$8,543	$9,872
Asset retirement obligations	(60)	(477)
Stock-based compensation	(1,673)	(4,476)
Contribution receivable from noncontrolling interest holders	185	6,765
Operating lease right-of-use assets and lease liabilities	(1,725)	(225)
Interest accrued on finance lease liabilities	(283)	(524)
Finance lease right-of-use assets and lease liabilities	(1,796)	(5,898)
Accrued debt issuance costs	(244)	—
Interest and fee payable	(731)	—
Non-cash finance lease costs capitalized to unproved properties	6,647	7,817
Non-cash equity issuance transactions	$2,188	$—

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

amounts may not add up or recalculate due to rounding.

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TAMBORAN RESOURCES CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 – Business and Basis of Preparation

General

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

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

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

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

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

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

March 31, 2026.

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 31, 2026, the Group had:

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

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

•a working capital surplus of $45.2 million arising from an increase in cash and cash equivalents due to the

capital and other fundraising activities during the period;

•net long-term debt drawn down of $44.6 million related to the construction of the Sturt Plateau Compression

Facility (“SPCF”) plus associated financing costs;

•an accumulated deficit of $191.5 million since inception; and

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

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

months following the date these condensed consolidated financial statements were available for issuance, the Company has

achieved several milestones subsequent to the end of the quarter that indicate positive progress toward addressing this

substantial doubt in future periods. These milestones include the completion of the underwritten offering and institutional

entitlement offering of $180.4 million in April 2026 and the completion of the retail entitlement offering of $17.9 million,

in May 2026 which have strengthened the Group’s liquidity position and reduced near-term urgency associated with certain

previously contemplated plans, such as a farm‑down transaction. Consistent with its longer-term strategy, the Group

continues to actively progress discussions in relation to a potential joint venture partner, supported by the additional

financial flexibility provided by these capital raises. Continued progress was also made on the construction of the SPCF

through the wet season.

The Group’s ability to continue as a going concern remains dependent on the successful execution of its operational

plans, including stimulation of the previously drilled three wells on the SS2 pad, tie‑in of the wells to the SPCF, and

commissioning of the SPCF. Based on progress achieved to date and the Company’s current execution plan, management

expects to be better positioned to evaluate the alleviation of substantial doubt in connection with the Group’s annual

financial statements, subject to continued successful execution of these operational plans.

As of the date of this report, there can be no assurance that the Group will be successful in executing these plans;

however, management is actively progressing these programs in accordance with its development strategy.

Accordingly, these condensed consolidated financial statements do not include any adjustments related to the

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

continue as a going concern.

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Basis of Presentation of Condensed Consolidated Financial Statements

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

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

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

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

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

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

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

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

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

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

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

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

financial statements.

In the current fiscal year, the Group changed the presentation of the 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 Group's unaudited condensed 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 months ended March 31, 2026.

Cash and Cash Equivalents and Restricted Cash

Cash represents cash deposits held at financial institutions. Cash equivalents include short-term highly liquid

investments of sufficient credit quality that are readily convertible to known amounts of cash and have original maturities

of three months or less.

Restricted cash as of March 31, 2026 represents amounts held in a payment reserve account that serves as a security

for servicing of expected future interest and commitment fee payments over the term of the long-term debt up to the end of

the loan availability period. Restricted cash as of June 30, 2025 represents amounts related to proceeds received in advance

in respect of the common stock pending issuance on that date. The following table is a reconciliation of the total cash and

cash equivalents and restricted cash in the accompanying consolidated statements of cash flows and their corresponding

balance sheet presentation:


	March 31, 2026	June 30, 2025
Cash and cash equivalents	$88,151	$39,439
Restricted cash	13,766	5,722
Total cash, cash equivalents and restricted cash	$101,917	$45,161

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

Income (Loss)”, a separate component of stockholders’ equity.

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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 fiscal 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.

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

all asset classes except for office premises.

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

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

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

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

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

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

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

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

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

direct cost of drilling wells).

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

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

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

As a Lessor

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

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

Natural Gas Properties

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

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

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

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

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

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

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

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

costs are immediately expensed.

The Group capitalizes borrowing costs for assets under construction. Upon the asset becoming available for use,

capitalized borrowing costs, as a portion of the total cost of the asset, are depreciated over the estimated useful life of the

related asset.

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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 sheet 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 (expense), net” in the condensed consolidated

statements of operations and comprehensive loss.

The Group initially recognizes the establishment of other third party-fees related to the long-term debt as a

component of “Prepaid expenses and other non-current assets” on its consolidated balance sheet. As and when, the Group

draws down funds from the long-term debt facility, these costs are reclassified (on proportionate basis) and presented as a

direct deduction from the carrying amount of the debt liability. These costs are amortized to the asset under construction

over the contractual term of the debt using the effective interest rate method.

Recently Issued Accounting Standards

In December 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-12, Codification

Improvements (“ASU 2025-12”). ASU 2025-12 clarifies or otherwise modifies U.S. GAAP in a number of areas. The

standard is effective for all entities for annual reporting periods beginning after December 15, 2026, and for interim periods

within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period and

adoption can be applied on prospectively or retrospectively, as well as on an issue-by-issue basis. The Group does not

expect any material impact on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025‑11, Interim Reporting (Topic 270): Narrow-Scope Improvements

(“ASU 2025-11”). ASU 2025-11 clarifies interim disclosure requirements, including providing a comprehensive list of

interim disclosure requirements under U.S. GAAP and a disclosure principle that requires entities to disclose events since

the last annual reporting period that have a material impact on the entity. The standard is effective for interim periods

within annual reporting periods beginning after December 15, 2027. The Group is currently evaluating ASU 2025-11 and

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

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government

Grants Received by Business Entities (“ASU 2025-10”). ASU 2025-10 establishes authoritative guidance on how to

recognize, measure, and present government grants received by business entities. ASU 2025-10 is effective for annual

periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. ASU

2025-10 may be applied using a modified prospective, modified retrospective or retrospective approach with early adoption

permitted in an interim or annual reporting period. If an entity early adopts in an interim reporting period, it must adopt as

of the beginning of the annual reporting period that includes that interim reporting period. The Group is evaluating the

impact of this guidance on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income -

Expense Disaggregation Disclosures (“ASU 2024-03”), and in January 2025, the FASB issued ASU 2025-01, Income

Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the

Effective Date (“ASU 2025-01”). ASU 2024-03 requires public business entities to provide detailed disclosures in the notes

to financial statements disaggregating specific expense categories, including employee compensation, depreciation, and

intangible asset amortization, as well as certain other disclosures to provide enhanced transparency into the nature and

function of expenses on an interim and annual basis. ASU 2024-03, as clarified by ASU 2025-01 is effective for annual

periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027,

with early adoption permitted. The Group is currently evaluating ASU 2024-03 and the impact it may have on the Group's

consolidated financial statements.

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

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

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

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

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

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

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

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

ending June 30, 2026.

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Note 2 – Variable Interest Entities

TB1

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

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

and shareholders agreement originally dated September 18, 2022, as amended and restated on June 3, 2024 and further

amended and restated on May 12, 2025 (as so amended and restated, the “TB1 JVSA”). On March 20, 2026, the parties

entered into a Deed of Addendum to the TB1 JVSA (the “JVSA Addendum”), which further amended the TB1 JVSA. In

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

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

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

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

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

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

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

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

general credit.

The Group also assessed which party to the TB1 JVSA has the obligation to absorb losses or the right to receive the

benefits of the VIE that could potentially be significant to the VIE. The future profits and losses of TB1 are shared by the

Group and DWE in proportion to their respective equity interest in TB1, however, to date the Group has contributed a

greater proportion of the capital and has no ability to recoup any of the excess funding the Group has made to TB1 from

DWE and therefore has a greater exposure to absorb losses.

Checkerboard Strategy means an approach to dealing with EPs 76, 98 and 117 whereby Tamboran and Daly Waters

pursue a split of 50% of TB1 Operator’s interest in the Permits such that the title and ownership of the Permits will be split

evenly, as between Tamboran and Daly Waters, in terms of equity interest and operated blocks in respect of the specific

area. During the quarter ended March 31, 2026, the following material developments occurred with respect to TB1 and the

Checkerboard Strategy:

•The JVSA Addendum, among other things, reshaped and expanded the Dev A++ Area by approximately 100,000 acres

and rebranded it as the “Phase 2 Development Area” or “P2DA.” The JVSA Addendum also provides for the

realignment of beneficial interests in certain Checkerboard Blocks upon satisfaction of specified conditions, including

completion of the Group’s acquisition of Falcon Oil & Gas Ltd (see Note 3).

•Also on March 20, 2026, TR West, the Company, DWE and Elliott Energy I Pty Ltd (“Elliott”) entered into a Deed of

Addendum to the Asset Sale Agreement dated May 12, 2025 (the “ASA Addendum”). The ASA Addendum extended

the Dev A++ end date to December 31, 2026 and the C10 end date to December 31, 2027, and added approximately

100,000 acres of additional acreage at the same $150 per acre consideration.

•On March 23, 2026, TB2 entered into the Checkerboard Sale and Purchase Deed (Stage 1) to effectuate the transfer of

interests in the North and South First Strategic Development Areas (“FSDAs”) plus P2DA and Beetaloo Central

Development Area (“BCD Area”) to the relevant parties in accordance with the Checkerboard Strategy. As of March

31, 2026, the Checkerboard Strategy remains subject to regulatory approvals and other conditions precedent.

•On March 25, 2026, TB2 entered into the Checkerboard Sale and Purchase Deed (Stage 2) to effectuate the transfer of

interests in the remaining BJV areas (outside of the FSDAs, P2DA and BCD Area) to the relevant parties in

accordance with the Checkerboard Strategy. As of March 31, 2026, the Checkerboard Strategy remains subject to

regulatory approvals and other conditions precedent.

•On March 30, 2026, Tamboran (Beetaloo) Pty Limited entered into a Farm-In Agreement with DWE to farm down

approximately 10,000 acres of its working interest across the FSDAs and BCD Area. The Farm-In Agreement provides

for a staged earn-in of up to approximately $28.5 million, subject to structured off-ramp provisions. Completion is

subject to certain conditions precedent, including closure of the Group’s acquisition of Falcon Oil & Gas Ltd.

Pursuant to the JVSA Addendum, if the transfer of retention licenses has not occurred by September 30, 2026, DWE

would have the right, under the TB1 JVSA, to assume the role of Manager. In such event, the Group would no longer have

the power to direct the activities that most significantly impact TB1’s economic performance and would no longer be

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considered the primary beneficiary. Accordingly, the Group would be required to deconsolidate TB1 and recognize its

remaining interest as an equity method investment.

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 31, 2026 and June 30, 2025 (in thousands):


	March 31, 2026	June 30, 2025
ASSETS
Current assets
Cash and cash equivalents	$12,532	$3,729
Trade and other receivables:
Joint interest billing	185	8,191
Intercompany receivable	—	1,934
ATO receivable	2,042	722
Other receivable	11	113
Prepaid expenses and other current assets	3,922	—
Total current assets	18,692	14,690
Natural gas properties, successful efforts method:
Unproved properties	405,258	285,631
Operating lease right-of-use-assets	1,972	—
Finance lease right-of-use assets	15,081	16,544
Prepaid expenses and other non-current assets	2,226	2,026
Total non-current assets	424,537	304,201
TOTAL ASSETS	$443,229	$318,891

LIABILITIES
Current liabilities
Accounts payable and accrued expenses	$27,177	$12,507
Current portion of operating lease obligations	2,033	—
Current portion of finance lease obligations	13,773	15,307
Total current liabilities	42,983	27,814
Operating lease obligations	—	—
Finance lease obligations	9,054	9,523
Asset retirement obligations	5,906	5,127
Loan from Group	223,479	163,016
Total non-current liabilities	238,439	177,666
TOTAL LIABILITIES	$281,422	$205,480

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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 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.

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

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

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

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

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

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

credit.

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

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

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

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

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

Group’s condensed consolidated balance sheet as of March 31, 2026 and June 30, 2025 (in thousands):


	March 31, 2026		June 30, 2025
ASSETS
Current assets
Cash and cash equivalents	$1,247		$1,935
Restricted cash	13,766	0	—
Trade and other receivables:
ATO receivable	447		123
Other receivable	48		—
Loan to Tamboran	—		1,124
Total current assets	15,508		3,182
Natural gas properties, successful efforts method:
Assets under construction - natural gas equipment	61,200		24,441
Prepaid expenses and other non-current assets	3,025		—
Total non-current assets	64,225		24,441
TOTAL ASSETS	$79,733		$27,623

LIABILITIES
Current liabilities
Accounts payable and accrued expenses	$11,330		$4,364
Advance against joint interest billings	—		450
Intercompany payable	2,524		1,338
Total current liabilities	13,854		6,152
Asset retirement obligations	107		95
Long-term debt, net	44,575		—
Other non-current liabilities	743		—
Total non-current liabilities	45,425		95
TOTAL LIABILITIES	$59,279		$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 31, 2026 and June 30, 2025 amounting to $465.0

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

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

March 31, 2026, and 2025. These assets will be reclassified to proven gas properties when they are determined to be

productive or are assigned proved reserves. Upon this reclassification, the asset will be depleted upon commencement of

production.

During the nine months ended March 31, 2026 and March 31, 2025, the Group recognized no impairment related to

unproved natural gas properties.


	Natural gas properties
(in thousands)	EP 161	EP 136	EP 76, 98 and 117	Total
Balance at July 1, 2025	$25,091	$45,483	$271,740	$342,314
Capital expenditure	941	151	95,897	96,989
Restoration assets	—	—	60	60
Interest on finance lease liability and related depreciation of ROU assets capitalized	—	—	8,990	8,990
Disposal	—	(444)	—	(444)
Government grants	(66)	(54)	—	(120)
Effect of changes in foreign exchange rates	1,083	2,058	14,090	17,231
Balance at March 31, 2026	$27,049	$47,194	$390,777	$465,020

On September 30, 2025, the Beetaloo Joint Venture made a Final Investment Decision 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 31, 2026 and

June 30, 2025, amounting to $0.6 million and $0.3 million, respectively.

Assets Under Construction

In April 2024, the Group began to execute agreements for the SPCF in the Beetaloo Basin which would deliver a

plant that would convert future raw gas to sales gas quality, subject to the terms of definitive development agreements. As

of March 31, 2026, construction of the facility is 86% complete. The Group held total assets under construction related to

the SPCF as of March 31, 2026 and June 30, 2025 of $61.2 million and $24.4 million, respectively. These costs of

construction include $2.0 million and $3.8 million of capitalized borrowing costs for the three months ended and nine

months ended March 31, 2026, respectively. Refer to Note 6 for additional discussion.

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

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

Falcon Acquisition

On September 30, 2025, it was announced that Tamboran, Tamboran (Beetaloo) Pty Ltd, a company organized under

the laws of Australia and an indirect wholly owned subsidiary of Tamboran (“Australia Sub”), Tamboran Resources

Investments Holding Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Tamboran (“U.S.

Sub”) and Falcon Oil & Gas Ltd., a corporation incorporated under the Business Corporations Act (British Columbia)

(“Falcon”), entered into an Arrangement Agreement (as amended by that certain Amending Agreement dated as of March

31, 2026, by and among Tamboran, Australia Sub, U.S. Sub and Falcon, the “Arrangement Agreement”), pursuant to

which, on the terms and subject to the conditions set forth therein, (a) Australia Sub will acquire from Falcon

approximately 98.1% of the issued and outstanding equity interests (the “Falcon Interests”) of Falcon Oil & Gas Australia

Limited (“FOGA”) and (b) U.S. Sub will acquire from Falcon all of the issued and outstanding equity interests (together

with the Falcon Interests, the “Subject Interests”) of TXM Oil and Gas Exploration Kft., Falcon Oil & Gas Ireland Limited,

Falcon Oil & Gas Holdings Ireland Limited and Falcon Exploration and Production South Africa (Pty) Ltd (collectively,

the “Falcon Acquisition”). In exchange for the Subject Interests, at closing of the Falcon Acquisition (the “Closing”)

Tamboran will (a) issue to Falcon 6,537,503 shares of common stock (the “Falcon Parent stock consideration”) and (b) pay

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$23.7 million in cash (the “Cash Consideration”) to a shareholder of Falcon that is subject to sanctions (the “Subject

Shareholder”).

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

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

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

On December 30, 2025, FOGA secured necessary approval from its minority shareholders for the sale of Falcon's

98.1% interest in FOGA to Tamboran.

Following completion of the Falcon Acquisition, upon Australia Sub owning the Australia Interests, Australia Sub

will become entitled to compulsorily acquire the remaining 1.9% of the issued and outstanding equity interests of FOGA

(the “FOGA minority stock”) held by the shareholders other than Australia Sub (the “FOGA minority holders”). Australia

Sub will proceed with the compulsory acquisition of the FOGA minority stock for cash consideration at a price per share

no less than the price paid to Falcon for the Australia Interests. To the extent that any FOGA minority holders notify

Australia Sub that they wish to receive shares of Tamboran common stock in lieu of cash, Tamboran and Australia Sub will

consider and may agree to such requests. If Tamboran and Australia Sub agree to issue shares of Tamboran common stock

in lieu of cash to such requesting FOGA minority holders, Tamboran may issue to the FOGA minority holders up to an

aggregate of 147,508 shares of Tamboran common stock.

On April 14, 2026, the parties received final court approval (the “Final Order”) from the Supreme Court of British

Columbia (the “Court”). Pursuant to the Final Order, the Subject Shareholder is entitled to receive the greater of the Cash

Consideration and the fair value of its ownership interests in Falcon, as determined by the Court. On May 5, 2026, the

Company received approval from the Foreign Assets Control of the U.S. Department of the Treasury issuing Tamboran an

amended license permitting the parties to consummate the Falcon Acquisition. The Falcon Acquisition is expected to be

completed during the three months ended June 30, 2026.

Note 4 – Leases

As a Lessee

Operating Leases

The Group’s operating lease activities consist of leases for office premises and modular buildings at the camp pad

site.

In August 2025, the Group entered into a lease arrangement with Northern Transportables for the hire of modular

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

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

Under the lease arrangement with Northern Transportables, the Group leased additional bunkhouses and

accommodation verandahs (the “Stage 3 Hire of Goods”) commencing from October 2025. The lease has a non-cancelable

minimum term of seven months with an option to further renew the lease (as needed). In line with the lease term for the

Stage 1 and 2 Hire of Goods (see above), the initial lease term for the Stage 3 Hire of Goods was determined to be fifteen

months. In February 2026, the lease was remeasured resulting in reduction of the lease term to eleven months since

inception to align with the expected completion of the SPCF and a prospective reduction in lease payments for next four

months to align with the number of beds in use of Stage 3. This resulted in a $0.2 million reduction in the operating lease

ROU asset with a corresponding reduction in operating lease liability.

The Group also has operating leases primarily for the use of office space in various states and territories across

Australia under non-cancellable lease agreements which expire between 2027 and 2030. Certain of these arrangements

have free rent, escalating rent payment provisions, lease renewal options, and tenant allowances.

Finance Leases

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 initial non-cancellable contract term of 25 months starting from July 1, 2023. Under the terms of the

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

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

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negotiated, additional days are added to the fixed minimum term. As of March 31, 2026, the end date of the drilling

contract for the current rig is early January 2028 (inclusive of additional days). The drilling contract is recognized as a

finance lease under ASC 842 (“H&P Rig Lease”).

The present value of the minimum future obligations was calculated based on an interest rate of 15.60% per annum,

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, 2026	June 30, 2025
Right-of-use assets:
Operating lease right-of-use assets	$3,275	$1,549
Finance lease right-of-use assets	15,081	16,544
	18,356	18,093

Lease liabilities:
Current portion of operating lease obligations	2,491	391
Non-current portion of operating lease obligations	874	1,175
Current portion of finance lease obligations	13,776	15,307
Non-current portion of finance lease obligations	9,049	9,523
	$26,190	$26,396

For the three months and nine months ended March 31, 2026, and 2025, the components of the lease costs were as

follows (in thousands):


	Three months ended March 31,		Nine months ended March 31,
	2026	2025	2026	2025
Operating leases:
Operating lease cost charged to profit and loss	$916	$127	$2,355	$414

Finance leases:
Interest on lease liabilities	867	785	2,343	2,273
Depreciation on right-of-use assets	2,131	2,227	6,647	7,293
Total finance lease cost	2,998	3,012	8,990	9,566
Less: Lease cost capitalized to unproved properties	(2,998)	(3,012)	(8,990)	(9,566)
Finance lease cost charged to profit and loss	$—	$—	$—	$—

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

March 31, 2026, and 2025 (in thousands):


	Nine months ended March 31,
	2026	2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$3,634	$414
Financing cash flows for finance leases	6,906	6,508
	$10,540	$6,922

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

ended March 31, 2026, and 2025:


	Nine months ended March 31,
	2026	2025
Operating leases:
Weighted-average remaining lease term	1.74	2.83
Weighted-average incremental borrowing rate	13.35%	11.84%
Finance leases:
Weighted-average remaining lease term	1.83	2.08
Weighted-average incremental borrowing rate	15.60%	12.76%

As of March 31, 2026, the Group’s undiscounted minimum cash payment obligations for its lease liabilities are as

follows (in thousands):


As of March 31, 2026	Operating leases	Finance leases
Fiscal year ending June 30, 2026 (excluding nine months period from July 1, 2025 to March 31, 2026)	$800	$3,925
Fiscal year ending June 30, 2027	2,097	14,418
Fiscal year ending June 30, 2028	353	7,545
Thereafter	495	—
Total lease payments	3,745	25,888
Less: Imputed interest	(380)	(3,062)
Present value of lease liabilities1	$3,365	$22,826

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

Note 5 – Accounts Payable and Accrued Expenses

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


	March 31, 2026	June 30, 2025
Accounts payable	$17,456	$5,708
Accrued payroll	315	5
Compensated absences	694	872
Defined contribution superannuation payable	—	1
Interest and commitment fee payable on Syndicated Facility	731	—
Accrued capital expenditure	16,936	12,315
Accrued stamp duty	3,922	—
Payable to related parties	1,160	—
Accrued expenses	1,615	1,556
Total accounts payable and accrued expenses	$42,829	$20,457

The execution of Checkerboard Sale and Purchase Deeds in March 2026 (see Note 2), crystallized an obligation for

the Group to pay stamp duty based on the assessed value of the Checkers. As of March 31, 2026, the Group has estimated

this stamp duty payable to be $3.9 million. The Group is required to lodge the stamp duty assessment with the NT

Government within 60 days from the date of execution of the Checkerboard Sale and Purchase Deeds. As of March 31,

2026, this submission has not occurred.

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Note 6 - Long-term debt

The Group’s long-term debt consisted of the following (in thousands):


	March 31, 2026	June 30, 2025
Principal balance of Syndicated Facility:
Tranche 1A	$19,115	$—
Tranche 1B	3,800	—
Tranche 2	22,915	—
Total principal balance	45,830	—
Less: Unamortized debt issuance costs (1)	(1,255)	—
Long-term debt, net	$44,575	$—

(1) Unamortized debt issuance costs related to undrawn portions of the Syndicated Facility are included in “Prepaid expenses and other non-current

assets” in the condensed consolidated balance sheet. As of March 31, 2026, the Group had $2.3 million in unamortized debt issuance costs related to the

SPCF Syndicated Facility Agreement.

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

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

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

and in its capacity as 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 (“Macquarie”) 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 1B 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

Agreement is secured by the following guarantees:

•a guarantee given by the NT 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 the guarantees under the Syndicated Facility, 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 NT 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 only becomes payable on the

termination of the gas sales agreement, payment by the NT Government under the Tranche 1 Guarantee or the purchase by

the NT 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 to Australian Bank Bill Swap

(“BBSW”) Rate plus a margin. Prior to the Tranche 1 Guarantee Release Date, the margin for Tranche 1A is 4% per annum

and the margin for Tranches 1B and 2 is 12% per annum. Following the Tranche 1 Guarantee Release Date, the margin for

all the Tranches will be 8% per annum. Interest payments are made in arrears depending on the interest selection period,

which can be 1-3 months following the funding of a Syndicated Facility Tranches. The Syndicated Facility will terminate

four years after financial close under the Syndicated Facility Agreement, September 29, 2029, and all the principal

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

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The total amount of debt issuance costs incurred was $3.5 million consisting of $2.4 million being paid upfront to

original lenders and $1.1 million to the agent, Security Trustee and third party legal fees.

During the nine months ended March 31, 2026 drawdowns of $19.1 million, $3.8 million, $22.9 million were made

from the Syndicated Facility for Tranches 1A, 1B, and 2, respectively.

The Group is also required to pay a commitment fee of 1.6% per annum for Tranche 1A, and 4.8% per annum for

Tranches 1B and 2 on any undrawn principal balance of the Syndicated Facility up to the end of the availability period.

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 Syndicated Facility Agreement.

As of March 31, 2026 the total gross amount of borrowings under our Syndicated Facility Agreement was $45.8 million.

Interest expense on the Syndicated Facility Agreement was $2.0 million and $3.8 million for the three months and nine

months ended March 31, 2026, respectively.

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 months ended March 31,

2026.

The reconciliation of changes in asset retirement obligations for the nine months ended March 31, 2026, is as follows

(in thousands):


	Nine months ended March 31, 2026
Beginning asset retirement obligations	$9,649
Liabilities incurred	60
Accretion expense	908
Effect of changes in foreign exchange rates	436
Long-term asset retirement obligations	$11,053

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Note 8 – Stockholders’ Equity

Movement in Common Stock


(in thousands, except share numbers and per share amounts)	Date	Tamboran common stock	Fair market value at time of issuance	Details	Cumulative net proceeds
Balance at July 1, 2025		16,717,289			$450,437
Issuance of common stock pursuant to Subscription Agreement	July 2025	940,729	$17.74	$10,966
Issuance of common stock as prepayment of Facility Fee	July 2025	112,740	$19.41	$2,188
Issuance of common stock as termination payment	September 2025	50,000	$19.75	$988
Issuance of common stock under public offering	October 2025	2,673,111	$21.00	$56,135
Issuance of common stock under share purchase plan	November 2025	537,794	$20.93	$11,255
Issuance of shares against vested equity awards	December 2025	38,500	$21.73	$837
Issuance of shares against vested equity awards	December 2025	7,650	$21.73	$166
Issuance of shares against vested equity awards	December 2025	2,309	$20.99	$48
Issuance of shares against vested equity awards	December 2025	5,002	$19.99	$100
Issuance of shares against vested equity awards	December 2025	30,012	$19.99	$600
Issuance of common stock	January 2026	1,524,377	$21.00	$32,012
Issuance of shares against vested equity awards	February 2026	2,505	$20.99	$53
Issuance of shares against vested equity awards	February 2026	25,271	$25.74	$650
Less: Transaction costs		—		$(5,603)	110,395
Balance at March 31, 2026		22,667,289			$560,832

July 2025 Issuance of Common Stock Pursuant to Subscription Agreement

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

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

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

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

July 2025 Issuance of Common Stock as Prepayment of Facility Fee

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

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

between Tamboran (West) Pty Limited, as borrower, Tamboran Resources Pty Ltd., as guarantor, and Macquarie Bank

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

September 2025 Issuance of Common Stock as Termination Payment

On July 28, 2025, the employment of Joel Riddle, the former Chief Executive Officer (“CEO”) and board member of

the Company, was terminated and consequently Mr. Riddle resigned from the board of directors (the “Board”). The

Company issued 50,000 shares of common stock at a price of $19.75 per share to Mr. Riddle as a part of his termination

payment package.

October 2025 Issuance of Common Stock under Public Offering

On October 27, 2025, the Company issued 2,673,111 shares of common stock for $21.00 per share under a public

offering. Total proceeds from the issuance was $56.1 million. The Company incurred $3.9 million in transaction expenses

related to this issuance.

November 2025 Share Purchase Plan

On November 24, 2025, the Company issued 107,558,800 CDIs at a price of A$0.162 per CDI, the equivalent of

537,794 shares of common stock at a price of $20.93 per share, pursuant to the Share Purchase Plan opened by the

Company on October 30, 2025. Total proceeds from the Share Purchase Plan was $11.3 million (A$17.4 million).

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December 2025 Issuance of Common Stock Against Vested Equity Awards

On December 4, 2025, the Company issued 7,700,000 CDIs at a price of $0.109 per CDI, the equivalent of 38,500

shares of common stock at a price of $21.73 per share upon the conversion of RSUs granted to certain eligible employees

of the Group.

On December 9, 2025, the Company issued 7,650 shares of common stock at a price of $21.73 per share upon

conversion of RSUs granted to certain eligible employees of the Group.

On December 12, 2025, the Company issued 2,309 shares of common stock at a price of $20.99 per share and 5,002

shares of common stock at a price of $19.99 per share upon conversion of RSUs granted to a member of the Board.

On December 15, 2025, the Company issued 30,012 shares of common stock at a price of $19.99 per share upon

conversion of RSUs granted to eligible directors, approved June 17, 2024.

January 2026 Issuance of Common Stock under Subscription Agreements

In October 2025, the Company entered into a subscription agreement (the “PIPE”) with certain investors, including:

Mr. Bryan Sheffield, Mr. Scott Sheffield and other directors and certain of our employees and officers (the “PIPE

Investors”). The PIPE entered into between the Company and the PIPE investors closed on January 16, 2026 upon issuance

of 1,524,377 shares of common stock for $21.00 per share by the Company.

February 2026 Issuance of Common Stock Against Vested Equity Awards

On February 5, 2026, the Company issued 2,505 shares of common stock at a price of $20.99 per share upon

conversion of RSUs granted to a member of the Board.

On February 24, 2026, the Company issued 25,271 shares of common stock at a price of $25.74 per share upon

conversion of fully vested RSUs granted to Mr. Richard Stoneburner, Chairman of the Board, as compensation for his

services rendered in the capacity of the Interim Chief Executive Officer (“CEO”) before the appointment Mr. Todd Abbott

as the Group's new CEO.

Note 9 – Stock-Based Compensation

Milestone Options

During the nine months ended March 31, 2026, the Group did not grant any new milestone options to its employees

and 12,900,000 milestone options were forfeited.

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

expense during the nine months ended March 31, 2026. The Company accelerated the recognition of the remaining expense

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

compensation expense related to milestone options for the nine months ended March 31, 2025.

Employee Restricted Stock Units

On August 6, 2024, the Group adopted the 2024 Incentive Award Plan (the “2024 Plan”). As of March 31, 2026, the

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

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

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

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

to promote the long-term success of the Group.

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

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

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

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

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

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

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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

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

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

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

$0.098 per CDI.

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

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

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

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

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

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

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

reinvested.

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

granted on August 6, 2024:


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

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

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

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

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

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

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

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

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

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

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A summary of the Group's employee RSUs activity for the nine months ended March 31, 2026 is as follows (in

numbers and dollars):


	Balance at July 1, 2025		Granted		Vested		Forfeited		Balance at March 31, 2026

Tamboran Resources Corp 10-Q