Tamboran Resources Corp

During thethree months ended March 31, 2025, no director or officer of the Company adopted orterminated 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”).

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.

Second Amended and Restated Joint Venture and Shareholders Agreement

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 “Second Amended and Restated 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.

•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 million, or $150 per acre. The transaction is subject to regulatory approvals.

•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.

•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 to commence a formal farm-down of the Phase 2 Development

Area. The formal process will commence on release of the IP30 flow test from the Shenandoah South 2H

sidetrack (SS-2H ST1) well, planned for June 2025. 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 Oil & Gas

(Australia) Limited holding the remaining 22.5% interest.

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.