Tamboran Resources Corp
For the period ended Jun 30, 2025. Filed Sep 25, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Sep 25, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-06-30; filed 2024-09-23.
0001193125-24-223049
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-06-30; filed 2025-09-25.
0001628280-25-042774
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 107 previous paragraphs and 103 current paragraphs.
56 unchanged; 31 reworded; 16 added; 20 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 8 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (16)
Current report
Following a special meeting of stockholders, on July 22, 2025, the second tranche of the Company’s sale of approximately $55.4 million of common stock in a private investment in public equity closed and the Company issued 940,729 shares of common stock at a price per share of $17.74. Additionally, on July 22, 2025, the Company issued 112,740 shares of Common Stock at a price of $17.74 per share to Macquarie Bank Limited as prepayment for certain 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.
Current report
On July 27, 2025, we entered into a Cooperation Agreement (the “Cooperation Agreement”) with Bryan Sheffield, Sheffield Holdings, LP and certain other affiliated entities party thereto (collectively, the “Sheffield Group”). In connection with the Cooperation Agreement, the Company agreed, among other things, to appoint (i) Scott D. Sheffield as a Class II director to the board of directors, effective immediately upon the execution of the Cooperation Agreement, with a term expiring at the Company’s 2025 annual meeting of stockholders and (ii) Phillip Z. Pace as a Class III director to the board of directors, effective upon the execution of the Cooperation Agreement with a term expiring at the Company’s 2026 annual meeting of stockholders. In connection with the Cooperation Agreement, the members of the Sheffield Group have agreed to abide by certain customary standstill restrictions and voting commitments that will remain effective from July 27, 2025 until the earlier of (i) the Company’s 2028 annual meeting of stockholders and (ii) December 31, 2028, unless earlier expired in accordance with the terms of the Cooperation Agreement.
Current report
On July 28, 2025, the employment of Joel Riddle, the former Chief Executive Officer and board member of the Company, was terminated and consequently Mr. Riddle resigned from the board. Additionally, John Bell Sr. retired from the board effective upon the execution of the Cooperation Agreement. The board appointed Dick Stoneburner, Chairman of the board, as interim Chief Executive Officer. Mr. Stoneburner was an independent member of the board prior to the appointment and will continue to serve on the board.
Current report
On August 14, 2025, the lease of modular buildings and related equipment (“Stage 1 and 2 Hire Goods”) commenced pursuant to the Hire Terms and Conditions (the “Hire Conditions”) entered into with Northern Transportables Pty Ltd on June 9, 2025 to support the on-site operations. Pursuant to the Hire Conditions, Tamboran is required to pay A$223,826 per month for Stage 1 and 2 Hire Goods witha minimum hire period of 18 months. The Hire Conditions also provide an option for Tamboran to hire additional assets (“Stage 3 Hire Goods”) at a hire rate of A$395,536 per month for a minimum hire period of seven months.
Current report
On September 2, 2025, the Beetaloo Joint Venture received approval from the NT Government to sell appraisal gas from its exploration permits in the Beetaloo Basin under the Beneficial Use of Gas (“BUG”) legislation. This is the first approval granted by the NT Government through the new BUG legislation and follows the recent consent from Native Title Holders for the sale of up to 60 TJ per day from the Shenandoah South Pilot Project over a three-year period. The Beetaloo Joint Venture now holds all necessary approvals to sell gas from the Shenandoah South Pilot Project. The project aims to begin gas sales of up to 40 TJ per day under the NTGGSA commencing in mid-2026, subject to weather condition.
Current report
Consultancy, legal and professional fees. Consultancy, legal and professional fees decreased by $2.9 million during fiscal year 2025, as compared to fiscal year 2024 due primarily to professional fees related to implementation of the scheme of arrangement and IPO readiness incurred in the comparative period which did not recur in 2025.
Current report
LNG feasibility study expense. For fiscal year 2025, the Company incurred expenses of $6.0 million related to certain studies and pre-front-end engineering and design services related to the proposed NT LNG facility.
Current report
Checkerboard fee. For fiscal year 2025, the Company 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.
Current report
•complete our current appraisal drilling, testing program and SPCF facility construction;
Current report
•develop and commercialize our assets, including development of pipelines, the proposed NT LNG facility and other infrastructure;
Current report
•opportunistically invest in additional natural gas assets adjacent to our current positions; and
Current report
•incur expenses related to operating as a public company and compliance with regulatory requirements.
Current report
As of June 30, 2025, we had $39.4 million in cash and cash equivalents. This balance represents a decrease of $35.3 million from June 30, 2024, primarily due to incoming funds from the greenshoe option exercised in July 2024, the sale of rig 403 in October 2024, R&D tax credits received in December 2024, cash calls received throughout the period, proceeds from our subscription agreements to institutional investors in May 2025, offset primarily by spending on operations on the SS-2H, SS-2H side track, and SS-3H pilot wells, SPCF facility long lead items and civil works, NT LNG pre-front-end engineering and design services, and other corporate expenditure in the fiscal period.
Current report
A renewal application for EP 136 was submitted to the Department of Mining and Energy (“DME”) 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 $14.0 million.
Current report
A variation application including suspension and extension of Term 2 to December 31, 2028 for EP 143 was submitted to DME in March 2025, and approved in May 2025. The total minimum work program commitments remain the same at$9.1 million with activity and associated spend being transferred within the extended license term.
Current report
Committed spend for the SPCF project as of June 30, 2025, was $9.1 million which was related to the engineering, procurement, and construction management for the detailed design, engineering, planning, construction, testing, inspection and commissioning of the facility and major equipment procurement.
Removed paragraphs (20)
Previous report
IPO Over-Allotment
Previous report
In July 2024, the underwriters partially exercised their over-allotment option granted in connection with our IPO to purchase an additional 308,750 shares of common stock, resulting in gross proceeds of $7.4 million and net proceeds to us of $7.0 million, after deducting the underwriting discount.
Previous report
Variation to EP 136 minimum requirements
Previous report
The DITT granted a five-year extension for EP 136 for the period July 24, 2025, to July 23, 2030, with minimum work requirements of $23,283,260 including the drilling and multistage fracture stimulation of one horizontal well in Permit Year 2.
Previous report
Progress on the NTLNG project
Previous report
In July 2024, we executed an interim agreement with the NT Government for exclusive access to the Wirraway North land for our NTLNG project, subject to meeting certain milestones. This replaces the Do Not Deal letter agreement previously executed with the NT Government and will be the active agreement that secures the land for the Company until just before it considers a final investment decision on NTLNG. In August 2024, the Company appointed Bechtel to undertakepre-FEED engineering services for NTLNG for $4,620,000 until the end of March 2025. Pre-FEED activities are expected to be completed in 1H 2025.
Previous report
Shenandoah South Pilot Project
Previous report
In August 2024, we spudded the Shenandoah South well SS2H using the H&P FlexRig®.
Previous report
Also in August 2024, the Company signed a contract with Liberty for the fracture stimulation of the six wells planned to be drilled from the Shenandoah South 2 well pad, being SS2H and SS3H, during 2024, plus the four wells planned for 2025.
Previous report
Employee Awards
Previous report
In August 2024, the Company granted 842,400 RSU awards under the 2024 Incentive Award Plan.
Previous report
Rig 403 sale
Previous report
In September 2024, we entered into an exclusivity agreement for the sale of Rig 403 for $8.5 million gross (excluding sales commission of 6%), which includes a $400,000 non-refundable payment for a 30-day exclusivity period.
Previous report
Consultancy, legal and professional fees. Consultancy, legal and professional fees increased by $2.6 million during fiscal year 2024, as compared to fiscal year 2023, due to increased costs related to significant capital raising activities and related transactions including preparation for a U.S. initial public offering in addition to consulting costs related to government and community relations and midstream activities.
Previous report
As of June 30, 2024, we had $74.7 million of cash and cash equivalents. This balance represents an increase of $68.3 million from June 30, 2023, due to capital raises during the period of $134.6 million, net of fees, offset primarily by spending on operations, particularly drilling two appraisal wells in the fiscal period.
Previous report
H&P Convertible Note Conversion
Previous report
In June 2024, in connection with the IPO, 489,088 shares of common stock were issued to H&P pursuant to the terms of the Convertible Note that was issued in exchange and satisfaction of mobilization and related expenses incurred by us for the transportation of a H&P FlexRig® from the United States to the Northern Territory.
Previous report
In relation to EP 136, the Year 1 minimum work requirement is $0.2 million to undertake planning, design, contracting, and operational readiness by July 2026. The minimum expenditure for Permit Years 2-5 inclusive (July 2026 to July 2030) is $13.9 million, including drilling and multistage fracture stimulation of one horizontal well in Year 2, followed by evaluation of the results and development of viability assessments in the subsequent years.
Previous report
In relation to EP 143, the Year 2 minimum work requirements, which include various desktop evaluations including subsurface studies, acquire, process and interpret 125km of 2D seismic survey and finalize land access negotiations with pastoralist for regulated activities for a minimum expenditure of $1.7 million by April 2025. The remaining committed spend for EP 143 of $7.5 million relates to Year 3 to Year 5 inclusive with minimum work requirements over the period May 2025 to April 2028.
Previous report
Tamboran and Daly Waters are in the process of forming a new joint venture which will own the SPCF, each with a 50% interest. Procurement of the long lead items for the compressor package and dehydration package was placed in June 2024 with progress payments for these items and other costs of $3.5 million required prior to the end of calendar year 2025.
Reworded paragraphs (31)
Previous wording
We are an early stage, growth-driven independent natural gas exploration and production company focused on an integrated approach to the commercial development of the natural gas resources in the Beetaloo located within the Northern Territory of Australia. We and our working interest partners have EPs to approximately 4.7 million contiguous gross acres (1.9 million net acres to Tamboran) and are currently the largest acreage holder in the Beetaloo.
Current wording
We are an early stage, growth-driven independent natural gas exploration and production company focused on an integrated approach to the commercial development of the natural gas resources in the Beetaloo located within the Northern Territory of Australia. We hold approximately 1.9 million net prospective acres and are the largest acreage holder in the Beetaloo Basin. We intend to continue to develop our resources and regularly review acquisition opportunities that meet our strategic and financial objectives.
Previous wording
We believe natural gas can play a key role in supporting the emissions reduction targets of many regional markets through the transition ofcoal-to-gas fired power plants. To date the increasing global demand for LNG, as well as under-investment in new supply, is expected to lead to LNG supply shortages.
Current wording
We believe natural gas can play a key role in supporting the emissions reduction targets of many regional markets through the transition of coal-to-gas fired power plants. To date the increasing global demand for LNG, as well as under-investment in new supply, is expected to lead to LNG supply shortages.
Previous wording
We have the potential, subject to achieving commercial viability in the Beetaloo, to supply natural gas to both Australian domestic and international LNG markets, which would support countries in the region in achieving their GHG emission reduction targets and help reduce global GHG emissions if LNG is adopted as an alternative to coal fired power. We are in the initial phase of development of our operations. Successful commercialization of the Beetaloo will require the development of the infrastructure necessary to conduct our business as planned on commercially acceptable terms. In addition, success of our business will rely on the Australian East Coast and the Asian LNG markets maintaining elevated prices relative to North America to offset the higher costs associated with developing infrastructure in the Beetaloo. The natural gas industry is cyclical and commodity prices are highly volatile. We expect the natural gas markets will continue to be volatile in the future. Our future revenue, profitability and future growth are highly dependent on the prices we will receive for natural gas production. See our risk factor titled “Natural gas prices are volatile. A reduction or sustained decline in prices may adversely affect our business, financial condition or results of operations and our ability to meet our financial commitmentsor raise capital.”
Current wording
We have the potential, subject to achieving commercial viability in the Beetaloo, to supply natural gas to both Australian domestic and international LNG markets, which would support countries in the region in achieving their GHG emission reduction targets and help reduce global GHG emissions if LNG is adopted as an alternative to coal fired power. We are in the initial phase of development of our operations. Successful commercialization of the Beetaloo will require the development of the infrastructure necessary to conduct our business as planned on commercially acceptable terms. In addition, success of our business will rely on the Australian East Coast and the Asian LNG markets maintaining elevated prices relative to North America to offset the higher costs associated with developing infrastructure in the Beetaloo. The natural gas industry is cyclical and commodity prices are highly volatile. We expect the natural gas markets will continue to be volatile in the future. Our future revenue, profitability and future growth are highly dependent on the prices we will receive for natural gas production. See our risk factor titled “Natural gas prices are volatile. A reduction or sustained decline in prices may adversely affect our business, financial condition or results of operations and our ability to meet our financial commitments or raise capital.”
Previous wording
We are taking actions to mitigate supply chain and inflationary pressures. We are monitoring the situation and assessing its impact on our business, including with respect to our partners. For example, wepre-purchased long lead materials including casing and tubulars, chemicals and downhole equipment necessary for our planned development for fiscal year 2025. We have in place a 10-year option with H&P to contract for up to four additional FlexRigs®. We are working closely with other suppliers and contractors to ensure availability of supplies on site, especially fuel, steel and chemical supplies which are critical to many of our operations and are working on diversifying suppliers. However, these mitigation efforts may not succeed or be insufficient.
Current wording
We are taking actions to mitigate supply chain and inflationary pressures. We are monitoring the situation and assessing its impact on our business, including with respect to our partners. For example, we pre-purchased long lead materials including casing and tubulars, chemicals and downhole equipment necessary for our planned development for fiscal year 2026. We have in place a 10-year option with H&P to contract for up to four additional FlexRigs®. We are working closely with other suppliers and contractors to ensure availability of supplies on site, especially fuel, steel and chemical supplies which are critical to many of our operations and are working on diversifying suppliers. However, these mitigation efforts may not succeed or be insufficient.
Previous wording
We have not yet commenced natural gas production. If and when we do commence production, we will incur additional operating costs and expenses, which may include lease operating expenses, workover costs, taxes and royalty fees. Our operating costs and expenses consisted of the following during fiscal years 2023 and 2024: salaries, share based compensation, and related taxes and benefits of personnel employed by us, professional fees for consultants, auditors, tax advisors and legal services, depreciation and amortization of natural gas properties, impairment of our natural gas properties, the loss on sale of assets due to the sale of rigs in fiscal year 2023, exploration expenses, and general and administrative expenses.
Current wording
We have not yet commenced natural gas production. If and when we do commence production, we will incur additional operating costs and expenses, workover costs, taxes and royalty fees. Our operating costs and expenses consisted of the following during fiscal years 2024 and 2025: salaries, share based compensation, and related taxes and benefits of personnel employed by us, professional fees for consultants, auditors, tax advisors and legal services, depreciation and amortization of corporate assets, the loss on sale of assets due to the sale of rigs in fiscal year 2024 and 2025, accretion of asset retirement obligations, exploration expenses, LNG feasibility studies, a Checkerboard fee that was settled in shares of common stock, and general and administrative expenses.
Previous wording
We may continue to grow our operations and financial results through strategic acquisition opportunities that may arise relevant to our Beetaloo strategy. Additionally, we may from time to time effect divestitures of certain of ournon-core assets.
Current wording
We may continue to grow our operations and financial results through strategic accretive acquisition opportunities that may arise relevant to our Beetaloo strategy. We regularly review acquisition opportunities and intend to pursue acquisitions that meet our strategic and financial targets. Additionally, we may from time to time effect divestitures of certain of our non-core assets.
Previous wording
As discussed above in “—Market Outlook,” the natural gas industry historically has been cyclical with highly volatile commodity prices. Natural gas prices are subject to large fluctuations in response to relatively minor changes in the demand for natural gas. Prices are affected by current and expected supply and demand dynamics, including the market disruptions resulting from the Russian-Ukraine war, the impact of the COVID-19 pandemic and related erosion of demand for natural gas, supply growth driven by advances in drilling and completion technologies, resulting in increased supply in the global market. Other factors impacting supply and demand include weather conditions (including severe weather events), pipeline capacity constraints, inventory storage levels, basis differentials, export capacity, supply chain quality and availability, as well as other factors, the majority of which are outside of our control. These commodity prices are likely to remain volatile in the future. Sustained periods of low natural gas prices could materially and adversely affect our financial condition, our results of operations, the quantities of natural gas that we can economically produce and our ability to access capital. Since we have not generated revenues, these key factors will only affect us when we produce and sell natural gas.
Current wording
As discussed above in “—Market Outlook,” the natural gas industry historically has been cyclical with highly volatile commodity prices. Natural gas prices are subject to large fluctuations in response to relatively minor changes in the demand for natural gas. Prices are affected by current and expected supply and demand dynamics, including the market disruptions resulting from the Russian-Ukraine war and the Middle East conflict, the changing U.S. regulatory environment and trade and tariffs policies, and related erosion of demand for natural gas, supply growth driven by advances in drilling and completion technologies, resulting in increased supply in the global market. Other factors impacting supply and demand include weather conditions (including severe weather events), pipeline capacity constraints, inventory storage levels, basis differentials, export capacity, supply chain quality and availability, as well as other factors, the majority of which are outside of our control. These commodity prices are likely to remain volatile in the future. Sustained periods of low natural gas prices could materially and adversely affect our financial condition, our results of operations, the quantities of natural gas that we can economically produce and our ability to access capital. Since we have not generated revenues, these key factors will only affect us when we produce and sell natural gas.
Previous wording
The following tables present selected financial information for the periods presented (dollar amounts in thousands):
Current wording
The following tables present selected financial information for the periods presented:
Previous wording
Compensation and benefits, including stock based compensation. Compensation and benefits, including stock based compensation, decreased by $0.9 million during fiscal year 2024, as compared to fiscal year 2023, due primarily to forfeiture of options during the period and, although the company increased headcount as compared to the prior period, the compensation of the majority of those employees has been capitalized to unproven properties.
Current wording
Compensation and benefits, including stock based compensation. Compensation and benefits, including stock based compensation, increased by $4.0 million during fiscal year 2025, as compared to fiscal year 2024 due primarily to restricted stock units granted in August 2024 and increased headcount as compared to the prior period.
Previous wording
Loss on sale of assets classified as held for sale. Loss on sale of assets classified as held for sale decreased by $12.6 million during fiscal year 2024, as compared to fiscal year 2023, due to a write down of two rigs in the prior period which did not recur.
Current wording
Loss on sale of assets classified as held for sale. Tamboran recognized a loss on assets classified as held for sale amounting to $0.4 million during fiscal year 2025, primarily 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 fiscal year 2024, primarily due to the sale of a smaller rig, rig 301.
Previous wording
Accretion of asset retirement obligations expense. For fiscal year 2024, an expense for accretion of asset retirement obligations of $0.9 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, including for the two new wells drilled during the period.
Current wording
Accretion of asset retirement obligations expense. For fiscal year 2025 an expense for accretion of asset retirement obligations of $1.0 million was recognized. The recognition of such an expense was primarily 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. As the Company drilled two additional wells and established the SPCF site, there was an incremental expense for accretion during the period.
Previous wording
Exploration expense. Exploration expense decreased by $0.6 million during fiscal year 2024, as compared to fiscal year 2023, due to the focus of the Company on drilling our SS1H and A3H wells. Our exploration expense consisted of costs related to topographical, geographical and geophysical studies and other indirect expenditure.
Current wording
Exploration expense. Exploration expense increased by $2.0 million during fiscal year 2025, as compared to fiscal year 2024 due primarily to the increase in activity of our non-operated permits in preparation for the next drilling program and additional subsurface expenses. Our exploration expense consisted of costs related to topographical, geographical and geophysical studies and other indirect expenditure.
Previous wording
General and administrative. General and administrative costs decreased by $0.3 million during fiscal year 2024, as compared to fiscal year 2023 as a result of overhead allocations recovery from the joint venture. Our general and administrative expense consisted of the following during fiscal years 2023 and 2024: expenses related to travel, insurance, and office and administrative fees.
Current wording
General and administrative. General and administrative costs increased by $3.3 million during fiscal year 2025, as compared to fiscal year 2024 primarily as a result of increased expenses related to insurance, headcount, travel, and other office and administrative fees.
Previous wording
Interest Income, net. Interest income, net increased by $0.7 million during fiscal year 2024, as compared to fiscal year 2023, due to interest received from term deposits during the period.
Current wording
Interest Income, net. Interest income, net increased by $0.9 million during fiscal year 2025, as compared to fiscal year 2024, primarily due to interest received from term deposits during the period.
Previous wording
Loss on extinguishment of debt. For fiscal year 2024, an expense for loss on extinguishment of debt of $3.9 million was recognized. The recognition of such an expense was due to the extinguishment of payables to H&P in exchange of the issuance of the 5.5% Convertible Senior Note due 2029 between Helmerich & Payne International Holdings, LLC, Tamboran Resources Corporation, and the guarantors thereto dated June 4, 2024 (the “Convertible Note” which was converted to common stock upon the IPO.
Current wording
Loss on extinguishment of debt. For fiscal year 2024, an expense for loss on extinguishment of debt of $3.9 million was recognized. The recognition of such an expense was due primarily to the extinguishment of payables to H&P in exchange of the issuance of the 5.5% Convertible Senior Note due in 2029 between Helmerich & Payne International Holdings, LLC, Tamboran Resources Corporation, and the guarantors thereto dated June 4, 2024, which was converted to common stock upon the IPO. There was no extinguishment of debt for fiscal year 2025.
Previous wording
Foreign currency translation. In fiscal year 2024, we recognized a foreign currency translation loss of $0.4 million, primarily due to slight weakening of the Australian Dollar as of June 30, 2024, as compared to July 1, 2023. In fiscal year 2023, we recognized a foreign currency translation gain of $1.6 million, primarily due to the acquisition of assets from Origin amounting to A$81.9 million on November 9, 2023 and the strengthening of the Australian Dollar from that date to June 30, 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 income statement.
Current wording
Foreign currency translation. In fiscal year 2025 we recognized a foreign currency translation gain of $2.8 million, primarily due to the strengthening of the Australian Dollar as of June 30, 2025 in comparison to the average rate during the period. In fiscal year 2024, we recognized a foreign currency translation loss of $0.4 million, primarily due to slight weakening of the Australian Dollar as of June 30, 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 income statement.
Previous wording
Income Tax Expense.** We have no income tax expense due to operating losses incurred for fiscal years 2023 and 2024. We have provided a full valuation allowance on our net deferred tax asset because management 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 statement of operations.
Current wording
Income Tax Expense. We have no income tax expense primarily due to operating losses incurred for fiscal years 2025 and 2024. We have provided a full valuation allowance on our net deferred tax asset because management 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 statement of operations.
Previous wording
We are a development stage enterprise and will continue to be so until commencement of substantial production from our natural gas properties. We do not expect to generate any revenue from production until 2026, at the earliest, which will depend upon successful drilling results, additional and timely capital funding, and access to suitable infrastructure. Until then our primary sources of liquidity are expected to be cash on hand, net proceeds from our IPO, and funds from future private and public equity placements, debt funding and asset sales.
Current wording
We are a development stage enterprise and will continue to be so until commencement of substantial production from our natural gas properties. We do not expect to generate any revenue from production until 2026, at the earliest, which will depend upon successful drilling results, additional and timely capital funding, and access to suitable infrastructure. Until then our primary sources of liquidity are expected to be cash on hand, net proceeds of the private placements received in July 2025, and funds from future private and public equity placements, debt funding and asset sales.
Previous wording
Our future financial condition and liquidity will be impacted by, among other factors, the success of our exploration and appraisal drilling program, the number of commercially viable natural gas discoveries made, the quantities of natural gas discovered, the speed with which we can bring such discoveries to production, and the actual cost of exploration, appraisal and development of our prospects.
Current wording
Our future financial condition and liquidity will be impacted by, among other factors, the success of our exploration and appraisal drilling program, the number of commercially viable natural gas discoveries made, the quantities of natural gas discovered, the speed with which we can bring such discoveries to production, and the actual cost of exploration, our ability to identify and complete acquisition opportunities and appraisal and development of our prospects.
Previous wording
For the fiscal year ended June 30, 2025, we estimate that we will need to invest approximately $68 million to progress our development plans. We expect the additional proceeds of the IPO received in July 2024, together with our existing cash on hand, to be sufficient to fund our planned drilling and flow testing of SS2H and SS3H. However, we may require significant additional funds earlier than we currently expect in order to execute our strategy as planned. We may seek additional funding through asset sales or public or private financings. Additional funding may not be available to us on acceptable terms or at all. In addition, the terms of any financing may adversely affect the holdings or the rights of our stockholders. For example, if we raise additional funds by issuing additional equity securities, further dilution to our existing stockholders will result. If we are unable to obtain funding on a timely basis, we may be required to significantly curtail one or more of our planned activities. We also could be required to seek funds through arrangements with collaborators or others 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.
Current wording
For the fiscal year ended June 30, 2026, we estimate that we will need to invest approximately $57 million to progress our upstream development plans. We expect the tranche two proceeds from the private placement received in July 2025, together with our existing cash on hand, to be sufficient to fund drilling of SS-4H, SS-5H and SS-6H and complete flow testing of SS-2H ST1. However, we may require significant additional funds earlier than we currently expect in order to execute our strategy as planned. We may seek additional funding through asset sales or public or private financings. Additional funding may not be available to us on acceptable terms or at all. In addition, the terms of any financing may adversely affect the holdings or the rights of our stockholders. For example, if we raise additional funds by issuing additional equity securities, further dilution to our existing stockholders will result. If we are unable to obtain funding on a timely basis, we may be required to significantly curtail one or more of our planned activities. We also could be required to seek funds through arrangements with collaborators or others 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.
Previous wording
The following table summarizes our key measures of liquidity for the periods indicated (in thousands).
Current wording
The following table summarizes our key measures of liquidity for the periods indicated (all dollar amounts are presented in thousands).
Previous wording
We had the following five-year capital commitments as of June 30, 2024 and June 30, 2023 which are not recognized as liabilities or payable in the consolidated statement of financial position (in thousands):
Current wording
We had the following five-year capital commitments as of June 30, 2025 and June 30, 2024 which are not recognized as liabilities or payable in the consolidated statement of financial position (all dollar amounts are presented in thousands):
Previous wording
As of June 30, 2024, Sweetpea committed to spend $23.3 million related to two licenses, EP 136 with total commitments of $14.1 million and EP 143 with total commitments of $9.2 million over the following five years.
Current wording
As of June 30, 2025, Sweetpea committed to spend $23.1 million related to two licenses, EP 136 with total commitments of $14.0 million and EP 143 with total commitments of $9.1 million over the following five years.
Previous wording
For the McArthur working interest in EP 161, we are obligated to contribute our share of expenses to uphold our stake in EP 161. Our commitment through March 2026 is $2.6 million based on the minimum work requirements. There are no minimum commitment requirements after March 2026.
Current wording
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 $2.3 million based on the minimum work requirements. There areno minimum commitment requirements after March 2026.
Previous wording
The terms of the Beetaloo Joint Venture necessitate specific work obligations through May 2028. These commitments include an expected spend of $62.6 million related to drilling and multi-stage hydraulic fracturing of six wells, a 2D seismic survey in each license and subsurface studies, with expenditure across EP 76 of $21.3 million, EP 98 of $20.0 million and EP 117 of $21.3 million.
Current wording
An application was submitted to DME in September 2024 to vary the year 2 and 3 work program, and was approved in November 2024. The terms of the Beetaloo Joint Venture continue to necessitate specific minimum work obligations through May 2028. These commitments include an expected spend of$75.6 million related to drilling and multi-stage hydraulic fracturing of four wells, 3D seismic survey, and subsurface studies, with expenditure across EP 76 of$10.7 million, EP 98 of$53.3 million and EP 117 of$11.6 million as well as subsurface studies.
Previous wording
For fiscal year 2024, net cash used in operating activities was $11.4 million during which we incurred a net loss of $23.9 million, compared to net cash used in operating activities for fiscal year 2023 of $12.8 million, during which we incurred a net loss of $32.2 million. The net loss for fiscal year 2024 included thenon-cash impacts of depreciation and amortization, stock-based compensation, accretion of asset retirement obligations, loss on extinguishment of debt, and foreign exchange differences. Additionally, in the year ended June 30, 2024, net favorable changes in operating assets and liabilities totaled $6.9 million, primarily consisting of a $9.3 million increase in accounts payable and accrued expenses due to timing of our pay cycle during the fiscal period, a $0.1 million decrease in trade and other receivables, and a $2.4 million increase in prepaid expenses and other assets.
Current wording
For fiscal year 2025, net cash used in operating activities was $29.6 million during which we incurred a net loss of $39.6 million, compared to net cash used in operating activities for fiscal year 2024 of $11.4 million, during which we incurred a net loss of $23.9 million. The net loss for fiscal year 2025 included the non-cash impacts of depreciation and amortization, stock-based compensation, loss on remeasurement of assets classified as held for sale, accretion of asset retirement obligations, interest expense, Checkerboard fee and foreign exchange differences. Additionally, in the year ended June 30, 2025, net unfavorable changes in operating assets and liabilities totaled $4.8 million, primarily consisting of a $3.3 million decrease in accounts payable and accrued expenses due to timing of our pay cycle during the fiscal period, a $1.3 million increase in trade and other receivables, and a $0.2 million increase in prepaid expenses and other assets.
Previous wording
For fiscal year 2024, net cash used in investing activities was $66.1 million compared to $107.5 million for fiscal year 2023. This change was primarily due to the acquisition of EPs 76, 98 and 117 in November 2022. In the current period there was spend on exploration and evaluation activities of $60.2 million in connection with the drilling, completion and stimulation of our initial appraisal wells, $2.9 million related to interest on financing lease liabilities, and the spend of $3.5 million related to SPCF offset by proceeds from the sale of property, plant and equipment of $0.4 million due to the sale of one rig.
Current wording
For fiscal year 2025, net cash used in investing activities was $98.8 million compared to $66.1 million for fiscal year 2024. In the current period there was spend on exploration and evaluation activities of $94.2 million in connection with the drilling, completion and stimulation of the 2025 drilling program, $15.6 million of spend related to SPCF, $0.3 million of spend related to sand mining, $2.8 million related to interest on financing lease liabilities, offset by proceeds from the sale of property, plant and equipment of $8.0 million due to the sale of rig 403 and the receipt of the R&D tax incentive of $6.2 million.
Previous wording
For fiscal year 2024, net cash received in financing activities was $146.4 million compared to $106.2 million received for fiscal year 2023. This change was primarily due to $148.6 million in proceeds from the issue of shares in connection with the Company’s capital raises in fiscal year 2024, $17.2 million attributable to contributions from noncontrolling interest holders in connection with investments by Daly Waters, offset by transaction costs of $14.0 million, and repayments of finance lease liabilities of $5.5 million.
Current wording
For fiscal year 2025, net cash received from financing activities was $101.1 million compared to $146.4 million received for fiscal year 2024. This decrease was primarily due to $42.9 million in net proceeds from the issue of shares in connection with the Company’s capital raises in fiscal year 2025 in comparison to net proceeds of $134.6 million received in 2024. The Company also received $5.3 million of net proceeds from the issuance of common stock for which shares had not yet been issued as of June 30, 2025 and also made advanced payments of $0.8 million related to transaction costs. Other activity in the fiscal year included $61.5 million attributable to contributions from noncontrolling interest holders in connection with investments by Daly Waters, $0.5 million of advance contributions received from noncontrolling interest holders, repayments of finance lease liabilities of $7.8 million, and $0.5 million related to the payment of the performance bond facility establishment fee.
Previous wording
Where an indicator of impairment exists for an unproved property and it is determined that future appraisal drilling or development activities are unlikely to occur, an impairment expense is recorded. Upon approval of the commercial development of a project, the exploration and evaluation asset is classified as a development asset. Once production commences, development assets are transferred to property, plant and equipment and are depleted using theunit-of-production method based upon estimates of proved developed reserves.
Current wording
Where an indicator of impairment exists for an unproved property and it is determined that future appraisal drilling or development activities are unlikely to occur, an impairment expense is recorded. The impairment loss shall be measured as the amount by which the carrying amount of a long-lived asset (or asset group) exceeds its fair value. Upon approval of the commercial development of a project, the exploration and evaluation asset is classified as a development asset. Once production commences, development assets are transferred to property, plant and equipment and are depleted using the unit-of-production method based upon estimates of proved developed reserves.
Previous wording
In the ordinary course of business, we may at times be subject to claims and legal actions. Management does not believe the impact of such matters will have a material adverse effect on our financial position or results of operations. We are subject to extensive federal, state, and local environmental laws and regulations, which may materially affect our operations. These laws, which are constantly changing, regulate the discharge of materials into the environment and may require us to remove or mitigate the environmental effects of the disposal or release of petroleum or chemical substances at various sites.
Current wording
In the ordinary course of business, we may at times be subject to claims and legal actions. Management does not believe the impact of such matters will have a material adverse effect on our financial position or results of operations. We are subject to extensive federal, state, and local environmental laws and regulations, which may materially affect our operations. These laws, which are constantly changing, regulate the discharge of materials into the environment and may require us to remediate, remove or mitigate the environmental effects of the disposal or release of petroleum or chemical substances at various sites.
Previous wording
Income taxes are accounted for under theasset-and-liability method. Deferred tax assets and liabilities occur when differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards exist and are recognized for future tax consequences. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Current income tax recognized in the profit or loss is the tax payable or receivable on taxable income calculated using applicable income tax rates enacted as at reporting date. Current tax liabilities or assets are measured at the amounts expected to be paid or recovered from the relevant tax authority.
Current wording
Income taxes are accounted for under the asset-and-liability method. Deferred tax assets and liabilities occur when differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards exist and are recognized for future tax consequences. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Current income tax recognized in the profit or loss is the tax payable or receivable on taxable income calculated using applicable income tax rates enacted as at reporting date. Current tax liabilities or assets are measured at the amounts expected to be paid or recovered from the relevant tax authority.